<PAGE>

                                                                   EXHIBIT 10.16





               AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

                                       OF

                            LEXFORD PROPERTIES, L.P.,
                           AN OHIO LIMITED PARTNERSHIP


<PAGE>


                                TABLE OF CONTENTS

<TABLE>

ARTICLE  PAGE

<S>                                                                           <C>
         I        DEFINITIONS AND INTERPRETATION                               2
                  1.1      Definitions                                         2
                  1.2      Interpretation                                     10

         II       ORGANIZATIONAL MATTERS                                      10
                  2.1      Continuation                                       10
                  2.2      Name                                               11
                  2.3      Principal Place of Business                        11
                  2.4      Registered Office and Registered Agent             11
                  2.5      Term                                               11
                  2.6      Power of Attorney                                  11

         III      BUSINESS OF PARTNERSHIP                                     13
                  3.1      Purpose and Business                               13
                  3.2      Powers                                             13

         IV       MANAGEMENT OF PARTNERSHIP; RIGHTS AND DUTIES OF GENERAL
                  PARTNER                                                     14
                  4.1      Management                                         14
                  4.2      Liability for Certain Acts                         14
                  4.3      General Partner and Limited Partners Have No
                           Exclusive Duty to Partnership                      15
                  4.4      Indemnification                                    15
                  4.5      Other Matters Concerning the General Partner       17
                  4.6      Reliance by Third Parties                          18
                  4.7      Affiliated Compensation                            19
                  4.8      Title to Partnership Assets                        19

         V        RIGHTS AND OBLIGATIONS OF PARTNERS                          19
                  5.1      Admission of Partners                              19
                  5.2      Limitation of Liability                            19
                  5.3      List of Partners                                   19
                  5.4      Partnership Books                                  19
                  5.5      Representation by Partners                         20

         VI       CAPITAL CONTRIBUTIONS TO THE PARTNERSHIP;
                  CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS                22

                  6.1      Partners' Capital and Interests in the
                           Partnership                                        22
                  6.2      Capital Accounts                                   23
                  6.3      Timing and Amount of Allocations of Profits
                           and Losses                                         24
                  6.4      General Allocations of Profits and Losses          25
                  6.5      Additional Allocation Provisions                   26
                  6.6      Tax Allocations                                    29
                  6.7      Distributions of Operating and Capital Cash Flow   29
                  6.8      Revisions to Reflect Issuance of Additional
                           Partnership Interests                              30

         VII      BOOKS OF ACCOUNT, RECORDS AND REPORTS; TAX ITEMS            30

</TABLE>

<PAGE>

<TABLE>

<S>               <C>                                                         <C>
                  7.1      Records and Accounting                             30
                  7.2      Fiscal Year                                        31
                  7.3      Reports                                            31
                  7.4      Tax Matters                                        31

         VIII     TRANSFERS AND WITHDRAWALS 34
                  8.1      Transfer                                           34
                  8.2      Transfer of Partnership Interests of the General
                           Partner and Holders of Common Partnership
                           Interests                                          34
                  8.3      Limited Partners' Rights to Transfer               35
                  8.4      Substituted Partner                                36
                  8.5      Assignee                                           37
                  8.6      General Provisions                                 37

         IX       SUCCESSSOR GENERAL PARTNER AND ADMISSION OF ADDITIONAL
                  PARTNERS                                                    40
                  9.1      Admission of Successor General Partner             40
                  9.2      Admission of Additional Partners                   40
                  9.3      Amendment of Agreement and Certificate of
                           Formation                                          41

         X        DISSOLUTION AND TERMINATION                                 41
                  10.1     Dissolution                                        41
                  10.2     Effect of Filing of Dissolving Statement           42
                  10.3     Winding Up, Liquidation and Distribution of
                           Assets                                             42
                  10.4     Certificate of Dissolution                         43
                  10.5     Effect of Dissolution                              43
                  10.6     Return of Contribution Nonrecourse to Other
                           Partners                                           44

         XI       MISCELLANEOUS PROVISIONS                                    44
                  11.1     Notices                                            44
                  11.2     Books of Account and Records                       44
                  11.3     Application of Ohio Law                            44
                  11.4     Waiver of Action for Partition                     44
                  11.5     Amendments                                         45
                  11.6     Execution of Additional Instruments                46
                  11.7     Headings                                           46
                  11.8     Waivers                                            46
                  11.9     Rights and Remedies Cumulative                     46
                  11.10    Severability                                       46
                  11.11    Heirs, Successors and Assigns                      46
                  11.12    Creditors                                          47
                  11.13    Counterparts                                       47
                  11.14    Integrated Agreement                               47

</TABLE>

<PAGE>


              AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF
                            LEXFORD PROPERTIES, L.P.

         This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the
"Agreement") is made and entered into as of the 1st day of October, 1999, by and
between ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership, as a
limited partner ("ERP"), and LEXFORD PARTNERS, L.L.C., an Ohio limited liability
company, as the general partner ("Lexford LLC" or the "General Partner").

                                R E C I T A L S:

         WHEREAS, Lexford Properties, L.P. (the "Partnership") was formed as a
limited partnership under the laws of the State of Ohio by a Certificate of
Limited Partnership filed with the Ohio Secretary of State on March 30, 1998
(the "Certificate");

         WHEREAS, prior to the date hereof, the Partnership was governed by that
certain Agreement of Limited Partnership of the Partnership, dated as of April
29, 1999, as amended (the "Original Partnership Agreement"), by and between
Lexford LLC, as general partner, and Lexford Residential Trust, a Maryland real
estate investment trust, as limited partner ("Lexford");

         WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
June 30, 1999 (the "Merger Agreement), on October 1, 1999, prior to the
execution hereof, Lexford merged with and into Equity Residential Properties
Trust, a Maryland real estate investment trust ("EQR") (the "Merger");

         WHEREAS, pursuant to the Merger, EQR succeeded to all of Lexford's
rights and obligations as a limited partner in the Partnership;

         WHEREAS, pursuant to that certain Assignment agreement, dated October
1, 1999, by and between EQR and ERP, subsequent to the Merger and immediately
prior to the execution hereof, EQR assigned and ERP accepted all of EQR's rights
and obligations as a limited partner in the Partnership; and

         WHEREAS, ERP and Lexford LLC now desire to amend and restate the
Original Partnership Agreement on the terms set forth herein.

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

                                   ARTICLE I

                         DEFINITIONS AND INTERPRETATION

                  1.1 DEFINITIONS . Unless otherwise expressly provided herein,
         the following terms used in this Limited Liability Partnership
         Agreement shall have the following meanings:

                  (a) "ACT" shall mean the provisions of Title XVII, Chapter
         1782 of the Ohio Revised Code, as it may be amended from time to time.

<PAGE>

                  (b) "ADDITIONAL PARTNER" shall mean any Person admitted to the
         Partnership as a Partner pursuant to Section 9.2 hereof.

                  (c) "ADJUSTED CAPITAL ACCOUNT" means the Capital Account
         maintained for each Partner as of the end of each Fiscal Year (i)
         increased by any amounts which such Partner is obligated to restore
         pursuant to any provision of this Agreement or is deemed to be
         obligated to restore pursuant to the penultimate sentences of Treasury
         Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased
         by the items described in Treasury Regulation Sections
         1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and
         1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital
         Account is intended to comply with the provisions of Treasury
         Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
         consistently therewith.

                  (d) "ADJUSTED CAPITAL ACCOUNT DEFICIT" shall mean with respect
         to any Partner, the deficit balance, if any, in such Partner's Capital
         Account as of the end of the relevant Fiscal Year, after giving effect
         to the following adjustments:

                           (i) decrease such deficit by any amounts which such
                  Partner is obligated to restore pursuant to this Agreement or
                  is deemed to be obligated to restore pursuant to Treasury
                  Regulation Section 1.704-1(b)(2)(ii)(c) or the penultimate
                  sentence of each of Treasury Regulation Sections 1.704-2(i)(5)
                  and 1.704-2(g)(1); and

                           (ii) increase such deficit by the items described in
                  Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and
                  (6).

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

                  (e) "AFFILIATE" means, with respect to any Person, (i) any
         Person directly or indirectly controlling, controlled by, or under
         common control with such Person, (ii) any Person owning or controlling
         ten percent (10%) or more of the outstanding voting interests of such
         Person, (iii) any officer, director, manager, partner, or general
         partner of such Person, or (iv) any Person who is an officer, director,
         manager, general partner, partner, trustee, or holder of ten percent
         (10%) or more of the voting interests of any Person described in
         clauses (i) through (iii) of this sentence. For purposes of this
         definition, the term "controls", "is controlled by" or "is under common
         control with" shall mean the possession, direct or indirect, of the
         power to direct or cause the direction of the management and policies
         of a person or entity, whether through the ownership of voting
         securities, by contract or otherwise.

                  (f) "ASSIGNEE" shall mean a Person to whom one or more
         Partnership Interests have been transferred in a manner permitted under
         this Agreement, but who has not become a Substituted Partner, and who
         has the rights set forth in Section 8.5.

                  (g) "BANKRUPTCY" shall mean the definition ascribed to such
         term in the definition of the term "Incapacity".

                  (h) "CAPITAL ACCOUNT" as of any given date shall mean the
         Capital Account maintained for each Partner pursuant to Section 6.2
         hereafter.

<PAGE>

                  (i) "CAPITAL CASH FLOW" shall mean, for purposes of this
         Agreement and for a given period of time, the sum of the cash proceeds
         plus the fair market value of any other consideration received by the
         Partnership from a Major Capital Event, less the sum of (i) any portion
         of such proceeds applied toward the repayment of any indebtedness being
         refinanced or secured by or relating to the property being disposed of,
         plus (ii) reasonable reserves required in the sole discretion of the
         General Partner, plus (iii) any expenses incurred in connection with
         such Major Capital Event.

                  (j) "CAPITAL CONTRIBUTION" shall mean the sum of any cash plus
         the fair market value of any property, as determined by the General
         Partner, contributed to the capital of the Partnership by a Partner.

                  (k) "CERTIFICATE" shall have the meaning as described in the
         Recitals hereto.

                  (l) "CODE" shall mean the Internal Revenue Code of 1986, as
         amended from time to time, or any corresponding provisions of
         succeeding law.

                  (m) "COMMON PARTNERSHIP INTERESTS" shall mean any Partnership
         Interest other than a Preference Interest.

                  (n) "DEPRECIATION" shall mean, for each Fiscal Year or other
         period, an amount equal to the depreciation, amortization or other cost
         recovery deduction allowable with respect to an asset for such year or
         other period, except that if the Gross Asset Value of an asset differs
         from its adjusted basis for federal income tax purposes at the
         beginning of such year or other period, Depreciation shall be an amount
         which bears the same ratio to such beginning Gross Asset Value as the
         federal income tax depreciation, amortization or other cost recovery
         deduction for such year or other period bears to such beginning
         adjusted tax basis; provided, however, that if the federal income tax
         depreciation, amortization or other cost recovery deduction for such
         year is zero, Depreciation shall be determined with reference to such
         beginning Gross Asset Value using any reasonable method selected by the
         General Partner.

                  (o) "DISTRIBUTABLE FUNDS FROM PARTNERSHIP OPERATIONS" shall
         mean the sum of Operating Cash Flow and Capital Cash Flow.

                  (p) "ENTITY" shall mean any general partnership, limited
         partnership, limited liability company, corporation, joint venture,
         trust, business trust, cooperative or association or any foreign trust
         or foreign business organization.

                  (q) "EQR" shall mean Equity Residential Properties Trust, a
         Maryland real estate investment trust.

                  (r) "ERISA" shall mean the Employee Retirement Income Security
         Act of 1974, as amended.

                  (s) "ERP" shall mean ERP Operating Limited Partnership, an
         Illinois limited partnership.

                  (t) "FISCAL YEAR" shall mean the Partnership's fiscal year,
         which shall be the calendar year.

<PAGE>

                  (u) "GENERAL PARTNER" shall mean ERP or such other Partner as
         the Partners may designate in accordance with this Agreement.

                  (v) "GROSS ASSET VALUE" shall mean, with respect to any asset,
         the asset's adjusted basis for federal income tax purposes, except as
         follows:

                           (i) The initial Gross Asset Value of any asset
                  contributed by a Partner to the Partnership shall be the gross
                  fair market value of such asset, as determined by the General
                  Partner.

                           (ii) Immediately prior to the times listed below, the
                  Gross Asset Values of all Partnership assets shall be adjusted
                  to equal their respective gross fair market values, as
                  determined by the General Partner using such reasonable method
                  of valuation as it may adopt:

                                    (1) the acquisition of an additional
                           interest in the Partnership by a new or existing
                           Partner in exchange for more than a DE MINIMIS
                           Capital Contribution, if the General Partner
                           reasonably determines that such adjustment is
                           necessary or appropriate to reflect the relative
                           economic interests of the Partners in the
                           Partnership;

                                    (2) the distribution by the Partnership to a
                           Partner of more than a DE MINIMIS amount of
                           Partnership property as consideration for an interest
                           in the Partnership if the General Partner reasonably
                           determines that such adjustment is necessary or
                           appropriate to reflect the relative economic
                           interests of the Partners in the Partnership;

                                    (3) the liquidation of the Partnership
                           within the meaning of Treasury Regulation Section
                           1.704-1(b)(2)(ii)(g); and

                                    (4) at such other times as the General
                           Partner shall reasonably determine necessary or
                           advisable in order to comply with Treasury Regulation
                           Sections 1.704-1(b) and 1.704-2.

                           (iii) the Gross Asset Value of any Partnership asset
                  distributed to a Partner shall be the gross fair market value
                  of such asset on the date of distribution, as determined by
                  the General Partner.

                           (iv) The Gross Asset Value of Partnership assets
                  shall be increased (or decreased) to reflect any adjustments
                  to the adjusted basis of such assets pursuant to Code Section
                  734(b) or Code Section 743(b), but only to the extent that
                  such adjustments are taken into account in determining Capital
                  Accounts pursuant to Treasury Regulation Section
                  1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset
                  Values shall not be adjusted pursuant to this subparagraph
                  (iv) to the extent that the General Partner reasonably
                  determines that an adjustment pursuant to subparagraph (ii) is
                  necessary or appropriate in connection with a transaction that
                  would otherwise result in an adjustment pursuant to this
                  subparagraph (iv).

                           (v) If the Gross Asset Value of a Partnership asset
                  has been determined or adjusted pursuant to subparagraph (i),
                  (ii) or (iv), such Gross Asset Value shall thereafter


<PAGE>

                  be adjusted by the Depreciation taken into account with
                  respect to such asset for purposes of computing Profits and
                  Losses.

                  (w) "INCAPACITY" or "INCAPACITATED" means, (i) as to any
         individual Partner, death, total physical disability or entry by a
         court of competent jurisdiction adjudicating such Partner incompetent
         to manage his or her Person or estate, (ii) as to any corporation which
         is a Partner, the filing of a certificate of dissolution, or its
         equivalent, for the corporation or the revocation of its charter, (iii)
         as to any partnership or limited liability company which is a Partner,
         the dissolution and commencement of winding up of the partnership or
         limited liability company, (iv) as to any estate which is a Partner,
         the distribution by the fiduciary of the estate's entire interest in
         the Partnership, (v) as to any trustee of a trust which is a Partner,
         the termination of the trust (but not the substitution of a new
         trustee) or (vi) as to any Partner, the Bankruptcy of such Partner. For
         purposes of this definition, Bankruptcy of a Partner shall be deemed to
         have occurred when (a) the Partner commences a voluntary proceeding
         seeking liquidation, reorganization or other relief under any
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         (b) the Partner is adjudged as bankrupt or insolvent, or a final and
         nonappealable order for relief under any bankruptcy, insolvency or
         similar law now or hereafter in effect has been entered against the
         Partner, (c) the Partner executes and delivers a general assignment for
         the benefit of the Partner's creditors, (d) the Partner files an answer
         or other pleading admitting or failing to contest the material
         allegations of a petition filed against the Partner in any proceeding
         of the nature described in clause (b) above, (e) the Partner seeks,
         consents to or acquiesces in the appointment of a trustee, receiver or
         liquidator for the Partner or for all or any substantial part of the
         Partner's properties, (f) any proceeding seeking liquidation,
         reorganization or other relief under any bankruptcy, insolvency or
         other similar law now or hereafter in effect has not been dismissed
         within one hundred twenty (120) days after the commencement thereof,
         (g) the appointment without the Partner's consent or acquiescence of a
         trustee, receiver of liquidator has not been vacated or stayed within
         ninety (90) days of such appointment or (h) an appointment referred to
         in clause (g) is not vacated within ninety (90) days after the
         expiration of any such stay.

                  (x) "INDEMNITEE" (i) shall mean any Person subject to a claim
         or demand made or threatened to be made a party to, or involved or
         threatened to be involved in, an action, suit or proceeding by reason
         of his or her status as (a) the General Partner or (b) a director,
         officer, employee or agent of the Partnership or the General Partner,
         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.

                  (y) "LIMITED PARTNER" shall mean and include any Partner that
         is not a General Partner.

                  (z) "LOSSES" shall have the meaning given it in Section 6.3(c)
         hereafter.

                  (aa) "MAJOR CAPITAL EVENT" The placement of new or additional
         financing upon all or any portion of the Partnership's assets or any
         interest therein; the refinancing of any existing or new financing upon
         all or any portion of the Partnership's assets or any interest therein;
         or the sale, exchange, condemnation, casualty loss or other disposition
         (whether voluntary or involuntary) of substantially all of the
         Partnership's assets (including any disposition in consideration for
         securities in any real estate investment trust or other entity).

                  (bb) "MAJORITY-IN-INTEREST" shall mean Partner(s) who,
         individually or collectively, own greater than fifty percent (50%) of
         the Percentage Interests.


<PAGE>

                  (cc) "NONRECOURSE DEDUCTIONS" shall have the meaning set forth
         in Treasury Regulation Section 1.704-2(b)(1), and the amount of
         Nonrecourse Deductions for a Fiscal Year of the Partnership shall be
         determined in accordance with the rules of Treasury Regulation Section
         1.704-2(c).

                  (dd) "NONRECOURSE LIABILITY" shall have the meaning set forth
         in Treasury Regulation Section 1.752-1(a)(2).

                  (ee) "OFFICIAL RECORDS" shall mean the Partnership's official
         records which are to be maintained by the General Partner of the
         Partnership at the Partnership's principal place of business.

                  (ff) "OPERATING CASH FLOW" shall mean, for purposes of this
         Agreement and for a given period of time, all cash received by the
         Partnership from any source (but excluding Capital Cash Flow), less the
         sum of the following (to the extent not paid from Capital Cash Flow):
         cash expended for all debts and expenses of the Partnership; principal
         and interest payments on any indebtedness of the Partnership; capital
         expenditures; and reasonable reserves required in the sole
         determination of the General Partner.

                  (gg) "OTHER SECURITIES TERM SHEET" shall have the meaning
         given it in Section 6.1(c) hereof.

                  (hh) "PARTNER" shall mean each of the Persons or Entities who
         from time to time are admitted and continue as General Partners or
         Limited Partners of the Partnership pursuant to the terms hereof.

                  (ii) "PARTNER MINIMUM GAIN" means an amount, with respect to
         each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain
         that would result if such Partner Nonrecourse Debt were treated as a
         Nonrecourse Liability, determined in accordance with Treasury
         Regulation Section 1.704-2(i)(3).

                  (jj) "PARTNER NONRECOURSE DEBT" shall mean "partner
         nonrecourse debt" as defined in Treasury Regulation Section
         1.704-2(b)(4).

                  (kk) "PARTNER NONRECOURSE DEDUCTIONS" shall mean "partner
         nonrecourse deductions" as defined in Treasury Regulation Section
         1.704-2(i)(2) and the amount of Partner Nonrecourse Deductions with
         respect to a Partner Nonrecourse Debt for a Fiscal Year of the
         Partnership shall be determined in accordance with the rules of
         Treasury Regulation Section 1.704-2(i)(2).

                  (ll) "PARTNERSHIP" shall mean Lexford Properties, L.P., an
         Ohio limited partnership.

                  (mm) "PARTNERSHIP INTEREST" shall mean a Partner's entire
         interest in the Partnership, including such Partner's Percentage
         Interest and such other rights and privileges that the Partner may
         enjoy by being a Partner.

                  (nn) "PARTNERSHIP MINIMUM GAIN" shall mean "partnership
         minimum gain" as defined in Treasury Regulation Section 1.704-2(b)(2),
         and the amount of Partnership Minimum Gain, as well as any net increase
         or decrease in Partnership Minimum Gain, for a Fiscal Year of the
         Partnership shall be determined in accordance with the rules of
         Treasury Regulation Section 1.704-2(d).

<PAGE>

                  (oo) "PERCENTAGE INTEREST" shall mean, for any Partner, the
         percentage as set forth on Exhibit A hereto. Exhibit A shall be amended
         from time to time to reflect any adjustments made to a Partner's
         Percentage Interest.

                  (pp) "PERSON" shall mean any individual or entity, and the
         heirs, executors, administrators, legal representatives, successors,
         and assigns of such "Person" where the context so permits.

                  (qq) "PREFERENCE INTEREST" shall mean any class or series of
         Partnership Interest designated as a Preference Interest pursuant to an
         Other Securities Term Sheet adopted in accordance with Section 6.1(c)
         hereof.

                  (rr) "PROFITS" shall have the meaning given it in Section
         6.3(c) hereof.

                  (ss) "PROFITS" or "LOSSES" means for each Fiscal Year, an
         amount equal to the Partnership's taxable income or loss for such
         Fiscal Year, determined in accordance with Code Section 703(a) (for
         this purpose, all items of income, gain, loss or deduction required to
         be stated separately pursuant to Code Section 703(a)(1) shall be
         included in taxable income or loss), with the following adjustments:

                           (i) Any income of the Partnership that is exempt from
                  federal income tax and not otherwise taken into account in
                  computing Profits or Losses pursuant to this definition of
                  Profits or Losses shall be added to such taxable income or
                  loss;

                           (ii) Any expenditures of the Partnership described in
                  Code Section 705(a)(2)(B) or treated as Code Section
                  705(a)(2)(B) expenditures pursuant to Treasury Regulation
                  Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into
                  account in computing Profits or Losses pursuant to this
                  definition of Profits or Losses shall be subtracted from such
                  taxable income or loss;

                           (iii) In the event the Gross Asset Value of any
                  Partnership asset is adjusted pursuant to subparagraph (ii) or
                  (iii) of the definition of Gross Asset Value, the amount of
                  such adjustment shall be taken into account as gain or loss
                  from the disposition of such asset for purposes of computing
                  Profits or Losses;

                           (iv) Gain or loss resulting from any disposition of
                  property with respect to which gain or loss is recognized for
                  federal income tax purposes shall be computed by reference to
                  the Gross Asset Value of the property disposed of,
                  notwithstanding that the adjusted tax basis of such property
                  differs from its Gross Asset Value;

                           (v) In lieu of the depreciation, amortization, and
                  other cost recovery deductions taken into account in computing
                  such taxable income or loss, there shall be taken into account
                  Depreciation for such Fiscal Year;

                           (vi) To the extent an adjustment to the adjusted tax
                  basis of any Partnership asset pursuant to Code Section 734(b)
                  or Code Section 743(b) is required pursuant to Treasury
                  Regulation Section 1.704-1(b)(2)(iv)(m)(4) to be taken into
                  account in determining Capital Accounts as a result of a
                  distribution other than in liquidation of a Partner's interest
                  in the Partnership, the amount of such adjustment shall be
                  treated as an item of gain (if the adjustment increases the
                  basis of the asset) or loss (if the adjustment


<PAGE>

                  decreases the basis of the asset) from the disposition of the
                  asset and shall be taken into account for purposes of
                  computing Profits or Losses; and

                           (vii) Notwithstanding any other provision of this
                  definition of Profits or Losses, any items of gross income or
                  deduction which are specially allocated pursuant to any Other
                  Securities Term Sheet and any items which are specially
                  allocated pursuant to Section 6.5 shall not be taken into
                  account in computing Profits or Losses. The amounts of items
                  of Partnership income, gain, loss, or deduction available to
                  be specially allocated pursuant to Section 6.5 shall be
                  determined by applying rules analogous to those set forth in
                  this definition of Profits or Losses.

                  (tt) "QUALIFIED TRANSFEREE" shall mean an "Accredited
         Investor" as defined in Rule 501 promulgated under the Securities Act.

                  (uu) "REAL ESTATE INVESTMENT TRUST" shall mean a real estate
         investment trust, as defined in Section 856 of the Code.

                  (vv) "REFERENCE RATE" shall mean the rate as announced, from
         time to time, by Chemical Bank, a New York State banking corporation,
         as its "base rate" or "reference rate".

                  (ww) "REGULATORY ALLOCATIONS" shall have the meaning set forth
         in Section 6.5(a)(viii).

                  (xx) "REIT CHARTER" shall mean the Amended and Restated
         Declaration of Trust of EQR.

                  (yy) "SECURITIES ACT" shall mean the Securities Act of 1933,
         as amended and the rules and regulations of the Securities and Exchange
         Commission promulgated thereunder.

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

                  (aaa) "SUBSTITUTED PARTNER" shall mean a Person admitted as a
         Limited Partner under Section 8.4.

                  (bbb) "TAX ITEMS" shall have the meaning set forth in Section
         6.6(a).

                  (ccc) "TREASURY REGULATIONS" shall include proposed, temporary
         and final regulations promulgated under the Code in effect as of the
         date of filing the Certificate and the corresponding sections of any
         regulations subsequently issued that amend or supersede such
         regulations.

                  (ddd) "UNITS" shall mean units of Common Partnership Interest
         or Preference Interests, as the case may be.

                  1.2 INTERPRETATION . The definitions in Section 1.1 shall
         apply equally to both the singular and plural forms of the terms
         defined. Whenever the context may require, any pronoun used in this
         Agreement shall include the corresponding masculine, feminine and
         neuter forms. As


<PAGE>

         used in this Agreement, the words "include," "includes" and "including"
         shall be deemed to be followed by the phrase "without limitation." As
         used in this Agreement, the terms "herein," "hereof" and "hereunder"
         shall refer to this Agreement in its entirety. Any references in this
         Agreement to "Sections" or "Articles" shall, unless otherwise
         specified, refer to Sections or Articles, respectively, in this
         Agreement.

                                 ARTICLE II

                          ORGANIZATIONAL MATTERS

                  2.1 CONTINUATION . The Partners hereby agree to continue the
         Partnership pursuant to the provisions of the Act and upon the terms
         and conditions set forth in this Agreement.

                  2.2 NAME . The name of the Partnership is Lexford Properties,
         L.P., provided that the General Partner may elect to transact business
         in other names in those jurisdictions where they deem it necessary for
         purposes of complying with the requirements of local law.

                  2.3 PRINCIPAL PLACE OF BUSINESS . The principal place of
         business of the Partnership shall be Two N. Riverside Plaza, Suite 400,
         Chicago, Illinois 60606. The Partnership may relocate its principal
         place of business to any other place or places as the General Partner
         may from time to time deem advisable. Additional offices may be
         maintained and acts done at any other place appropriate for
         accomplishing the purposes of the Partnership, all as determined by the
         General Partner.

                  2.4 REGISTERED OFFICE AND REGISTERED AGENT . The Partnership's
         initial registered office shall be at the office of its registered
         agent at 50 W. Broad Street, Suite 1120, Columbus, Ohio 43215, and the
         name of its initial registered agent at such address shall be Lexis
         Document Services, Inc. The registered office and registered agent may
         be changed from time to time by filing the address of the new
         registered office and/or the name of the new registered agent with the
         Ohio Secretary of State pursuant to the Act.

                  2.5 TERM . The term of the Partnership shall commence as of
         the date hereof and shall be until October 1, 2049, unless sooner
         terminated in accordance with either the provisions of this Agreement
         or the Act.

                  2.6 POWER OF ATTORNEY .

                  (a) GENERAL. Each Partner and each Assignee who accepts a
         Partnership Interest (or any rights, benefits or privileges associated
         therewith) is deemed to irrevocably constitute and appoint the General
         Partner, any liquidating trustee and authorized officers and
         attorneys-in-fact of each, and each of those acting singly, in each
         case with full power of substitution, as its true and lawful agent and
         attorney-in-fact, with full power and authority in its name, place and
         stead to:

                           (i) execute, swear to, acknowledge, deliver, file and
                  record in the appropriate public offices (a) all certificates,
                  documents and other instruments (including, without
                  limitation, this Agreement and the Certificate and all
                  amendments or restatements thereof) that the General Partner
                  or any liquidating trustee deems appropriate or necessary to
                  form, qualify or continue the existence or qualification of
                  the Partnership as a limited partnership in the State of Ohio
                  and in all other jurisdictions in which the Partnership may
                  conduct business or own property, (b) all instruments that the



<PAGE>

                  General Partner or any liquidating trustee deem appropriate or
                  necessary to reflect any amendment, change, modification or
                  restatement of this Agreement in accordance with its terms,
                  (c) all conveyances and other instruments or documents that
                  the General Partner or any liquidating trustee or deems
                  appropriate or necessary to reflect the dissolution and
                  liquidation of the Partnership pursuant to the terms of this
                  Agreement, including, without limitation, a certificate of
                  cancellation, (d) all instruments relating to the admission,
                  withdrawal, removal or substitution of any Partner pursuant
                  to, or other events described in, Article VIII or IX hereof or
                  the Capital Contribution of any Partner and (e) all
                  certificates, documents and other instruments relating to the
                  determination of the rights, preferences and privileges of
                  Partnership Interests; and

                           (ii) execute, swear to, acknowledge and file all
                  ballots, consents, approvals, waivers, certificates and other
                  instruments appropriate or necessary, in the sole and absolute
                  discretion of the General Partner or any liquidating trustee,
                  to make, evidence, give, confirm or ratify any vote, consent,
                  approval, agreement or other action which is made or given by
                  the Partners hereunder or is consistent with the terms of this
                  Agreement or appropriate or necessary, in the sole discretion
                  of the General Partner or any liquidating trustee, to
                  effectuate the terms or intent of this Agreement.

         Nothing contained in this Section 2.6 shall be construed as authorizing
the General Partner or any liquidating trustee to amend this Agreement except in
accordance with Section 11.5 hereof or as may be otherwise expressly provided
for in this Agreement.

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

                                 ARTICLE III

                           BUSINESS OF PARTNERSHIP

                  3.1 PURPOSE AND BUSINESS . The purpose and nature of the
         business to be conducted by the Partnership is (i) to conduct any
         business that may be lawfully conducted by a limited partnership
         organized pursuant to the Act; provided, however, that such business
         shall be limited to and conducted in a manner as to permit EQR at all
         times to be classified as a REIT, unless EQR ceases to qualify or is
         not qualified as a REIT for any reason or reasons not related to the

<PAGE>

         business conducted by the Partnership, (ii) to enter into any
         corporation, partnership, joint venture, trust, limited liability
         company or other similar arrangement to engage in any of the foregoing
         or the ownership of interests in any entity engaged, directly or
         indirectly, in any of the foregoing and (iii) to do anything necessary
         or incidental to the foregoing. In connection with the foregoing, the
         Partners acknowledge that the status of EQR as a REIT inures to the
         benefit of all the Partners and not solely to EQR or its Affiliates.

                  3.2 POWERS . The Partnership is empowered to do any and all
         acts and things necessary, appropriate, proper, advisable, incidental
         to or convenient for the furtherance and accomplishment of the purposes
         and business described herein and for the protection and benefit of the
         Partnership, including, without limitation, full power and authority,
         directly or through its ownership interest in other entities, to enter
         into, perform and carry out contracts of any kind, borrow money and
         issue evidences of indebtedness, whether or not secured by mortgage,
         deed of trust, pledge or other lien, acquire, own, manage, improve and
         develop real property, and lease, sell, transfer and dispose of real
         property; provided, however, that the Partnership shall not take, or
         refrain from taking, any action which, in the judgment of the General
         Partner, in its sole and absolute discretion, (i) could adversely
         affect the ability of EQR to continue to qualify as a REIT, (ii) could
         subject EQR to any additional taxes under Section 857 or Section 4981
         of the Code, (iii) could cause the Partnership to be classified as a
         publicly traded partnership under Section 7704 of the Code, or (iv)
         could violate any law or regulation of any governmental body or agency
         having jurisdiction over any General Partner or its securities, unless
         such action (or inaction) shall have been specifically consented to by
         the General Partner in writing.


<PAGE>


                                   ARTICLE IV

                           MANAGEMENT OF PARTNERSHIP;
                      RIGHTS AND DUTIES OF GENERAL PARTNER

                  4.1 MANAGEMENT .

                  (a) All management powers over the business and affairs of the
         Partnership are and shall be vested exclusively in the General Partner,
         and no other Partner or Person shall have any right or authority to act
         for or by the Partnership except as permitted in this Agreement or as
         required by law. No Partner is an agent of the Partnership solely by
         virtue of being a Partner, and no Partner has authority to act for the
         Partnership solely by virtue of being a Partner.

                  (b) Except as provided herein, each of the Partners agrees
         that the General Partner is authorized to execute, deliver and perform
         the above-mentioned agreements and transactions on behalf of the
         Partnership without any further act, approval or vote of the Partners,
         notwithstanding any other provision of this Agreement, the Act or any
         applicable law, rule or regulation, to the full extent permitted under
         the Act or other applicable law. The execution, delivery or performance
         by the General Partner or the Partnership of any agreement authorized
         or permitted under this Agreement shall not constitute a breach by the
         General Partner of any duty that the General Partner may owe the
         Partnership or the Partners or any other Persons under this Agreement
         or of any duty stated or implied by law or equity.

                  (c) The General Partner shall not take any action (or fail to
         take any action) if the consequence of such action (or inaction) would
         be (i) to cause EQR to fail to qualify as a real estate investment
         trust ("REIT") for federal or applicable state income tax purposes or
         (ii) to cause ERP to fail to qualify as a partnership for federal or
         applicable state income tax purposes, or (iii) to cause the
         Partnership, ERP, or EQR to be classified as a publicly traded
         partnership under Section 7704 of the Code or an "investment company"
         as defined in, or otherwise be subject to regulation under, the
         Investment Company Act of 1940, as amended.

                  4.2 LIABILITY FOR CERTAIN ACTS . The General Partner shall
         perform its duties as General Partner in good faith, in a manner it or
         its representatives reasonably believes to be in the best interests of
         the Partnership, and with such care as an ordinarily prudent person in
         a like position would use under similar circumstances. A General
         Partner who so performs the duties as General Partner shall not have
         any liability by reason of being or having been a General Partner of
         the Partnership. The General Partner does not in any way guarantee the
         return of the Partners' Capital Contributions or a profit for the
         Partners from the operations of the Partnership. Notwithstanding any
         other provision of this Agreement, the General Partner shall not be
         liable to the Partnership or to any Partner for any loss or damage
         sustained by the Partnership or any Partner, unless the loss or damage
         shall have been the result of fraud, deceit, gross negligence, willful
         misconduct, or a wrongful taking by the General Partner.

                  4.3 GENERAL PARTNER AND LIMITED PARTNERS HAVE NO EXCLUSIVE
         DUTY TO PARTNERSHIP . The General Partner shall not be required to
         manage the Partnership as its sole and exclusive function, and it (and
         any Partner) may have other business interests and may engage in other
         activities in addition to those relating to the Partnership. Neither
         the Partnership nor any Partner shall have any right, by virtue of this
         Agreement, to share or participate in such other investments or
         activities of the General Partner and/or any other Partner or to the
         income or proceeds derived therefrom, notwithstanding that such
         investments or activities may be


<PAGE>

         competitive with the business of the Partnership. Neither the General
         Partner nor any other Partner shall incur any liability to the
         Partnership or to any of the Partners as a result of engaging in any
         other business or venture. The General Partner may, in its sole
         discretion, on behalf of the Partnership, purchase, sell or lease real
         or personal property from or to any Partner (including the General
         Partner) or pay fees or compensation to any Partner (including the
         General Partner) for any efforts or commitments in connection with the
         business of the Partnership or otherwise deal with any Partner
         (including the General Partner) or any firm in which any Partner
         (including the General Partner) is directly or indirectly interested,
         and neither the Partnership nor any of its Partners shall have any
         rights in or to any income or profits received by such Partner or
         General Partner in a transaction with the Partnership.

                  4.4 INDEMNIFICATION .

                  (a) GENERAL. The Partnership shall indemnify each Indemnitee
         to the fullest extent provided by the Act from and against any and all
         losses, claims, damages, liabilities, joint or several, expenses
         (including, without limitation, reasonable attorneys fees and other
         legal fees and expenses), judgments, fines, settlements and other
         amounts arising from or in connection with any and all claims, demands,
         actions, suits or proceedings, civil, criminal, administrative or
         investigative, incurred by the Indemnitee and relating to the
         Partnership or the General Partner or the operation of, or the
         ownership of property by, any of them as set forth in this Agreement in
         which any such Indemnitee may be involved, or is threatened to be
         involved, as a party or otherwise, unless it is established by a final
         determination of a court of competent jurisdiction that: (i) the act or
         omission of the Indemnitee was material to the matter giving rise to
         the proceeding and either was committed in bad faith or was the result
         of active and deliberate dishonesty, (ii) the Indemnitee actually
         received an improper personal benefit in money, property or services or
         (iii) in the case of any criminal proceeding, the Indemnitee had
         reasonable cause to believe that the act or omission was unlawful.
         Without limitation, the foregoing indemnity shall extend to any
         liability of any Indemnitee, pursuant to a loan guarantee, contractual
         obligation for any indebtedness or other obligation or otherwise, for
         any indebtedness of the Partnership or any Subsidiary of the
         Partnership (including, without limitation, any indebtedness which the
         Partnership or any Subsidiary of the Partnership has assumed or taken
         subject to), and the General Partner is hereby authorized and
         empowered, on behalf of the Partnership, to enter into one or more
         indemnity agreements consistent with the provisions of this Section 4.4
         in favor of any Indemnitee having or potentially having liability for
         any such indebtedness. 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 4.4. 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
         4.4. With respect to the subject matter of such proceeding. Any
         indemnification pursuant to this Section 4.4 shall be made only out of
         the assets of the Partnership, and any insurance proceeds from the
         liability policy covering the General Partner and any Indemnitee, and
         neither a General Partner nor any Limited Partner shall have any
         obligation to contribute to the capital of the Partnership or otherwise
         provide funds to enable the Partnership to fund its obligations under
         this Section 4.4.

                  (b) ADVANCEMENT OF EXPENSES. Reasonable expenses expected to
         be incurred by an Indemnitee shall be paid or reimbursed by the
         Partnership in advance of the final disposition of any and all claims,
         demands, actions, suits or proceedings, civil, criminal, administrative
         or investigative made or threatened against an Indemnitee upon receipt
         by the Partnership of (i) a written affirmation by the Indemnitee of
         the Indemnitee's good faith belief that the standard of conduct
         necessary for indemnification by the Partnership as authorized in this
         Section 4.4 has


<PAGE>

         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) NO LIMITATION OF RIGHTS. The indemnification provided by
         this Section 4.4 shall be in addition to any other rights to which an
         Indemnitee or any other Person may be entitled under any agreement,
         pursuant to any vote of the Partners, as a matter of law or otherwise,
         and shall continue as to an Indemnitee who has ceased to serve in such
         capacity unless otherwise provided in a written agreement pursuant to
         which such Indemnitee is indemnified.

                  (d) INSURANCE. The Partnership may 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) BENEFIT PLAN FIDUCIARY. For purposes of this Section 4.4,
         (i) excise taxes assessed on an Indemnitee, or for which the Indemnitee
         is otherwise found liable, with respect to an ERISA Plan pursuant to
         applicable law shall constitute fines within the meaning of this
         Section 4.4 and (iii) actions taken or omitted by the Indemnitee with
         respect to an ERISA 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 such ERISA Plan shall be deemed to be for a purpose
         which is not opposed to the best interests of the Partnership.

                  (f) NO PERSONAL LIABILITY FOR PARTNERS. In no event may an
         Indemnitee subject any of the Partners to personal liability by reason
         of the indemnification provisions set forth in this Agreement.

                  (g) INTERESTED TRANSACTIONS. An Indemnitee shall not be denied
         indemnification in whole or in part under this Section 4.4 because the
         Indemnitee had an interest in the transaction with respect to which the
         indemnification applies if the transaction was otherwise permitted by
         the terms of this Agreement.

                  (h) BENEFIT. The provisions of this Section 4.4 are for the
         benefit of the Indemnitees, their employees, officers, directors,
         trustees, heirs, successors, assigns and administrators and shall not
         be deemed to create any rights for the benefit of any other Persons.
         Any amendment, modification or repeal of this Section 4.4, or any
         provision hereof, shall be prospective only and shall not in any way
         affect the limitation on the Partnership's liability to any Indemnitee
         under this Section 4.4 as in effect immediately prior to such
         amendment, modification or repeal with respect to claims arising from
         or related to matters occurring, in whole or in part, prior to such
         amendment, modification or repeal, regardless of when such claims may
         arise or be asserted.

                  (i) INDEMNIFICATION PAYMENTS NOT DISTRIBUTIONS. If and to the
         extent any payments to the General Partner pursuant to this Section 4.4
         constitute gross income to the General Partner (as opposed to the
         repayment of advances made on behalf of the Partnership), such amounts
         shall constitute guaranteed payments within the meaning of Section
         707(c) of the Code, shall be treated consistently therewith by the
         Partnership and all Partners, and shall not be treated as distributions
         for purposes of computing the Partners' Capital Accounts.

                  (j) EXCEPTION TO INDEMNIFICATION. Notwithstanding anything to
         the contrary in this Agreement, a General Partner shall not be entitled
         to indemnification hereunder for any loss,


<PAGE>

         claim, damage, liability or expense for which such General Partner is
         obligated to indemnify the Partnership under any other agreement
         between such General Partner and the Partnership.

                  4.5 OTHER MATTERS CONCERNING THE GENERAL PARTNER .

                  (a) RELIANCE ON DOCUMENTS. The General Partner may rely and
         shall be protected in acting or refraining from acting upon any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, consent, order, bond, debenture or other paper or
         document believed by it in good faith to be genuine and to have been
         signed or presented by the proper party or parties.

                  (b) RELIANCE ON ADVISORS. The General Partner may consult with
         legal counsel, accountants, appraisers, management consultants,
         investment bankers and other consultants and advisers selected by them,
         and any act taken or omitted to be taken in reliance upon the opinion
         of such Persons as to matters which the General Partner reasonably
         believes to be within such Person's professional or expert competence
         shall be conclusively presumed to have been done or omitted in good
         faith and in accordance with such opinion.

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

                  (d) ACTIONS TO MAINTAIN REIT STATUS. 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 a 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 EQR to continue to
         qualify as a REIT or (ii) to allow EQR to avoid incurring any liability
         for taxes under Section 857 or 4981 of the Code, is expressly
         authorized under this Agreement and is deemed approved by all of the
         Partners.

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


<PAGE>

         instrument was duly executed and delivered in accordance with the terms
         and provisions of this Agreement and is binding upon the Partnership.

                  4.7 AFFILIATED COMPENSATION . The General Partner may retain
         such Persons or Entities as it shall determine (including any Person or
         Entity in which the General Partner shall have an interest or of which
         it is an Affiliate) to provide services to or on behalf of the
         Partnership for such reasonable compensation as the General Partner
         deems to be appropriate.

                  4.8 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
         Partners, 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, including any bank accounts, 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 any General Partner or any nominee or Affiliate of the
         General Partner shall be held by that General Partner for the use and
         benefit of the Partnership in accordance with the provisions of this
         Agreement. 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.

                                    ARTICLE V

                       RIGHTS AND OBLIGATIONS OF PARTNERS

                  5.1 ADMISSION OF PARTNERS . Each of the Partners listed on
         Exhibit A is hereby admitted and shall be recognized as a Partner of
         the Partnership. No other Person shall be admitted or recognized as a
         Partner of the Partnership, unless such Person is admitted in
         accordance with this Agreement. The Partnership shall not at any time
         have more than one hundred (100) Partners. For purposes of the
         preceding sentence, a Partner shall include any Person indirectly
         owning an interest in the Partnership through a partnership, limited
         liability company, S corporation or grantor trust (such entity, a "flow
         through entity"), but only if (i) substantially all of the value of
         such Person's interest in the flow through entity is attributable to
         the flow through entity's interest (direct or indirect) in the
         Partnership, in each case within the meaning of Treasury Regulation
         Section 1.7704-1(h) and (ii) a principal purpose of the use of the flow
         through entity is to permit the Partnership to satisfy the 100 partner
         limitation in Treasury Regulation Section 1.7704-1(h)(1)(ii).

                  5.2 LIMITATION OF LIABILITY . Each Partner's liability shall
         be limited as set forth in this Agreement, the Act and other applicable
         law.

                  5.3 LIST OF PARTNERS . Upon written request of any Partner,
         the General Partner shall provide a list showing the names, addresses
         and Percentage Interests of all Partners.

                  5.4 PARTNERSHIP BOOKS . The General Partner of the Partnership
         shall maintain and preserve, during the term of the Partnership, and
         for a time period thereafter consistent with reasonable record
         retention policies, all accounts, books, Official Records and other
         relevant Partnership documents. Upon reasonable request, each Partner
         shall have the right, during ordinary business hours, to inspect and
         copy such Partnership documents at the requesting Partner's expense.

<PAGE>

                  5.5 REPRESENTATION BY PARTNERS . Each Partner represents and
         warrants to the other Partners and to the Partnership as follows:

                  (a) All transactions contemplated by this Agreement to be
         performed by such Partner have been duly authorized by all necessary
         action and do not require the consent or approval of any third party,
         and such Partner has all necessary power with respect thereto.

                  (b) The consummation of the transactions contemplated by this
         Agreement will not (and with the giving of notice or lapse of time or
         both would not) result in a breach or violation of, or a default or
         loss of contractual benefits under, any trust agreement or other
         agreement by which such Partner or any of such Partner's properties is
         bound, or any statute, regulation, order or other law to which such
         Partner or any of such Partner's properties is subject, or give rise to
         a lien or other encumbrance upon any of such Partner's properties or
         assets.

                  (c) This Agreement is a valid and binding agreement on the
         part of such Partner, enforceable in accordance with its terms.

                  (d) Such Partner's interest in the Partnership will be
         acquired solely by and for the account of such Partner and is not being
         purchased for subdivision, fractionalization, resale or distribution;
         such Partner has no contract, undertaking, agreement or arrangement
         with any person to sell or transfer to such person or anyone else such
         Partner's interests in the Partnership (or any part thereof); and such
         Partner has no present plans or intentions to enter into any such
         contract, undertaking or arrangement.

                  (e) Such Partner's interests in the Partnership have not and
         will not be registered under the federal Securities Act of 1933, as
         amended, or the securities laws of any state, and cannot be sold or
         transferred without compliance with the registration provisions of said
         Act or state laws or compliance with exemptions, if any, available
         thereunder. Such Partner understands that neither the Partnership nor
         any Partner have any obligation or intention to register the interests
         in the Partnership under any federal or state securities act or law, or
         to file the reports to make public the information required by Rule 144
         under the Securities Act of 1933, as amended.

                  (f) Such Partner: (i) has such knowledge and experience in
         financial and business matters in general, and in investments of the
         type made by the Partnership in particular, that such Partner is
         capable of evaluating the merits and risks of an investment in the
         Partnership; (ii) has a financial condition that is such that such
         Partner has no need for liquidity with respect to such Partner's
         investment in the Partnership to satisfy any existing or contemplated
         undertaking or indebtedness; (iii) is able to bear the economic risk of
         such Partner's investment in the Partnership for an indefinite period
         of time, including the risk of losing all of such investment, and loss
         of such investment would not materially adversely affect such Partner;
         (iv) has either secured independent tax advice with respect to the
         investment in the Partnership, upon which such Partner is solely
         relying, or such Partner is sufficiently familiar with the income
         taxation of entities similar to the Partnership that such Partner has
         deemed such independent advice unnecessary; and (v) has sufficient
         liquidity and net worth to satisfy, when required, its financial
         commitments to the Partnership.

                  (g) Such Partner acknowledges that all documents pertaining to
         the transaction have been made available to it and such Partner has
         been allowed an opportunity to ask questions and receive answers
         thereto and to verify and clarify any information contained in the
         documents.

<PAGE>

                  (h) Such Partner has relied solely upon the documents
         submitted to such Partner and independent investigations made by such
         Partner in making the decision to become a Partner, and acknowledges
         that no representations or agreements other than those set forth in
         this Agreement have been made in respect thereto.

                  (i) Such Partner expressly acknowledges that: (i) such
         Partner's interests in the Partnership are speculative investments that
         involve a high degree of risk of loss of the entire investment of such
         Partner in the Partnership; (ii) no federal or state agency has
         reviewed or passed upon the adequacy or accuracy of the information set
         forth in the documents submitted to such Partner or made any finding or
         determination as to the fairness for investment, or any recommendation
         or endorsement of an investment in the Partnership; (iii) there are
         restrictions on the transferability of the interests in the
         Partnership; there will be no public market for the interests in the
         Partnership; and, accordingly, it may not be possible for such Partner
         to liquidate such Partner's investment in the Partnership; and (iv) any
         anticipated federal or state income tax benefits applicable to such
         Partner's interests in the Partnership may be lost through changes in,
         or adverse interpretations of, existing laws and regulations.

                  (j) Such Partner has not offered or sold to any Person
         interests in such Partner that could or would have the effect of
         subjecting the Partnership to the registration requirements of the
         federal Securities Act of 1933, as amended, or any applicable state
         securities law, or exposing the Partnership, the other Partners or any
         Affiliates of the other Partners to any disclosure obligations or
         liabilities under any applicable federal or state securities law.

                  (k) Such Partner is an "accredited investor", within the
         meaning of Rule 501 promulgated under the Securities Act of 1933. A
         Partner who receives the return in whole or in part of its contribution
         is liable to the Partnership only to the extent, if any, provided by
         the Act.

                                   ARTICLE VI

          CAPITAL CONTRIBUTIONS TO THE PARTNERSHIP; CAPITAL ACCOUNTS;
                           DISTRIBUTIONS; ALLOCATIONS

                  6.1 PARTNERS' CAPITAL AND INTERESTS IN THE PARTNERSHIP .

                  (a) INITIAL CAPITAL CONTRIBUTIONS. The Partners shall own
         Partnership Interests of the class and in the amounts set forth in
         Exhibit A and shall have a Percentage Interest in the Partnership as
         set forth in Exhibit A, which Percentage Interest shall be adjusted in
         Exhibit A from time to time by the General Partner to the extent
         necessary to accurately reflect exchanges, redemptions, Capital
         Contributions, the issuance of additional Partnership Interests or
         similar events having an effect on a Partner's Percentage Interest.
         Except as required by law or as otherwise provided in subsection (b)
         hereof and Section 7.4(e), no Partner shall be required or permitted to
         make any additional Capital Contributions or loans to the Partnership.

                  (b) GENERAL. The General Partner may, at any time and from
         time to time, determine that the Partnership requires additional funds
         ("Additional Funds") for the acquisition of additional properties or
         for such other Partnership purposes as the General Partner may
         determine. Additional Funds may be raised by the Partnership, at the
         election of the General Partner, in any manner provided in, and in
         accordance with, the terms of this subsection (b). No Person shall have
         any preemptive, preferential or similar right or rights to subscribe
         for or acquire any Partnership Interest.

<PAGE>

                  (c) ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS. The General
         Partner may raise all or any portion of the Additional Funds by
         accepting additional Capital Contributions of cash. The General Partner
         may also accept additional Capital Contributions of real property or
         other non-cash assets. In connection with any such additional Capital
         Contributions (of cash or property), the General Partner is hereby
         authorized to cause the Partnership from time to time to issue to
         Partners (including the General Partner) or other Persons (including,
         without limitation, in connection with the contribution of property to
         the Partnership) additional Common Partnership Interests, or Preference
         Interests, all as shall be determined by the General Partner in its
         sole and absolute discretion subject to Ohio law, and as set forth by
         an other securities term sheet to this Agreement (an "Other Securities
         Term Sheet"), including without limitation: (i) the allocations of
         items of Profit, Loss, income, gain, loss, deduction and credit to such
         class or series of Preference Interests; (ii) the right of each such
         class or series of Preference Interests to share in distribution of
         Distributable Funds from Partnership Operations; (iii) the rights of
         each such class or series of Preference Interests upon dissolution and
         liquidation of the Partnership; and (iv) the right to vote. In the
         event that the Partnership issues additional Preference Interests
         pursuant to this subsection (c), the General Partner shall make such
         revisions to this Agreement (including but not limited to an Other
         Securities Term Sheet and the revisions described in Sections 9.3 and
         6.8) as it determines are necessary to reflect the issuance of such
         additional Preference Interests.

                  (d) PERCENTAGE INTEREST ADJUSTMENTS IN THE CASE OF CAPITAL
         CONTRIBUTIONS FOR PARTNERSHIP INTERESTS. Upon the acceptance of
         additional Capital Contributions in exchange for Partnership Interests,
         the Percentage Interest related thereto, and the Percentage Interest of
         each other Partner shall be equal to the amounts agreed to by the
         Partnership and the contributors.

                  (e) NO PREEMPTIVE RIGHTS. Except to the extent expressly
         granted by the Partnership, pursuant to another agreement, no Person
         shall have any preemptive, preferential or other similar right with
         respect to (i) making additional Capital Contributions to the
         Partnership or (ii) issuance or sale of any Partnership Interests.

                  (f) LIMITED LIABILITY. Anything in this Agreement to the
         contrary notwithstanding, the personal liability of any Partner arising
         out of or in any manner relating to the Partnership shall be limited to
         and shall not exceed that Partner's Capital Contribution made and
         required to be made hereunder. No Partner shall have any personal
         liability for liabilities or obligations of the Partnership, except to
         the extent of its Capital Contributions as aforesaid, and, except as
         aforesaid, no Partner shall be required to make any further or
         additional contributions to the capital of the Partnership or to lend
         or advance funds to the Partnership for any purpose.

                  (g) NO BENEFIT TO CREDITORS. The obligation, if any, of a
         Partner to contribute to the capital of the Partnership is solely and
         exclusively for the benefit of the Partnership and the Partners, and is
         not intended to confer rights on any third party. Without limiting the
         generality of the foregoing, no creditor of the Partnership shall be
         deemed a third party beneficiary of any obligation of any Partner to
         contribute capital or make advances to the Partnership.

                  6.2 CAPITAL ACCOUNTS .

                  (a) A separate Capital Account shall be maintained for each
         Partner. Each Partner's Capital Account shall be (a) CREDITED WITH (i)
         the amount of money contributed by such Partner, (ii) the Gross Asset
         Value of property contributed by such Partner (net of liabilities
         encumbering such contributed property that the Partnership is
         considered to assume or take subject to under


<PAGE>

         Section 752 of the Code), and (iii) allocations to such Partner of
         Partnership income and gain (or items thereof) (including income and
         gain exempt from tax and income and gain described in Treasury
         Regulation Section 1.704-1(b)(2)(iv)(g), but excluding income and gain
         described in Treasury Regulation Section 1.704-1(b)(4)(i)); and (b)
         DEBITED WITH (i) the amount of money distributed to such Partner, (ii)
         the Gross Asset Value of property distributed to such Partner (net of
         liabilities encumbering such distributed property that such Partner is
         considered to assume or take subject to under Section 752 of the Code),
         (iii) allocations to such Partner of expenditures described in Section
         705(a)(2)(B) of the Code (including expenditures deemed to be Section
         705(a)(2)(B) expenditures under Treasury Regulation Section
         1.704-1(b)(2)(iv)(i)), and (iv) allocations to such Partner of
         Partnership loss and deduction (or item thereof) (including loss and
         deduction described in Treasury Regulation Section
         1.704-1(b)(2)(iv)(g), but excluding: (A) items described in (b)(iii)
         above, and (B) loss or deduction described in Treasury Regulations
         Sections 1.704-1(b)(4)(i) or (iii)).

                  (b) The Capital Accounts of the Partners may, in the sole
         discretion of the General Partner, be adjusted to reflect a revaluation
         of Partnership property (including intangible assets such as goodwill)
         on the books of the Partnership if such adjustments are made
         principally for a substantial non-tax business purpose (i) in
         connection with a contribution of money or other property (other than a
         DE MINIMIS amount) to the Partnership by a new or existing Partner as
         consideration for an interest in the Partnership, or (ii) in connection
         with the liquidation of the Partnership or a distribution of money or
         other property (other than a DE MINIMIS amount) by the Partnership to a
         retiring or continuing Partner as consideration for an interest in the
         Partnership. Such Capital Account adjustments, if made under these
         circumstances, shall (i) be based on the fair market value of
         Partnership property (taking Section 7701(g) of the Code into account)
         on the date of adjustment, (ii) reflect the manner in which the
         unrealized income, gain, loss or deduction inherent in such property
         (that has not been reflected in the Capital Accounts previously) would
         be allocated among the Partners if there were a taxable disposition of
         such property for such fair market value on that date and (iii) be made
         in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g) for
         allocations to the Partners of depreciation, depletion, amortization,
         and gain or loss, as computed for book purposes, with respect to such
         property.

                  (c) No Partner shall be entitled to a return of its Capital
         Contributions except by way of the distribution to it of assets upon
         the dissolution of the Partnership pursuant to the provisions of this
         Agreement. No interest shall be allocated to any Partner on the amount
         of its Capital Account.

                  (d) Except as provided in this Agreement or any Other
         Securities Term Sheet, there shall be no priority of one or more of the
         Partners over other Partners as to a return of Capital Contributions,
         withdrawals or distributions of Distributable Funds from Partnership
         Operations.

                  (e) A negative Capital Account of any Partner shall not be
         considered an asset of the Partnership at any time, and no Partner
         having a negative Capital Account shall be obliged to restore its
         negative Capital Account.

                  6.3 TIMING AND AMOUNT OF ALLOCATIONS OF PROFITS AND LOSSES .
         Profits and Losses of the Partnership shall be determined and allocated
         with respect to each Fiscal Year of the Partnership as of the end of
         each such year. Subject to the other provisions of this Article 6, an
         allocation to a Partner of a share of Profits or Losses shall be
         treated as an allocation of the same share of each item of income,
         gain, loss or deduction that is taken into account in computing Profits
         or Losses.

<PAGE>

                  6.4 GENERAL ALLOCATIONS OF PROFITS AND LOSSES .

                  (a) IN GENERAL. Except as otherwise provided in this Article
         6, Profits and Losses allocable with respect to a class of Partnership
         Interests, shall be allocated to each of the Partners holding such
         class of Partnership Interests in accordance with their respective
         Percentage Interest of such class.

                  (b) (i) PROFITS. Except as provided in Section 6.5, Profits
         for any Fiscal Year shall be allocated in the following manner and
         order of priority:

                                    (1) First, 100% to the holders of Common
                           Partnership Interests in an amount equal to the
                           excess, if any, of the cumulative Losses allocated to
                           the holders of Common Partnership Interests pursuant
                           to Section 6.4(b)(ii)(3) for all prior Fiscal Years
                           minus the cumulative Profits allocated to such
                           holders pursuant to this Section 6.4(b)(i)(1) for all
                           prior Fiscal Years;

                                    (2) Second, 100% to the holders of
                           Preference Partnership Interests in an amount equal
                           to the excess, if any, of the cumulative Losses
                           allocated to such holders pursuant to Section
                           6.4(b)(ii)(2) for all prior Fiscal Years minus the
                           cumulative Profits allocated to such holders pursuant
                           to this Section 6.4(b)(i)(2) for all prior Fiscal
                           Years;

                                    (3) Third, 100% to the holders of Common
                           Partnership Interests in an amount equal to the
                           excess, if any, of the cumulative Losses allocated to
                           each such holder pursuant to Section 6.4(b)(ii)(1)
                           for all prior Fiscal Years minus the cumulative
                           Profits allocated to each holder pursuant to this
                           Section 6.2(b)(i)(3) for all prior Fiscal Years; and

                                    (4) 100% to the holders of Common
                           Partnership Interests in accordance with their
                           respective Percentage Interests in the Common
                           Partnership Interests.

         To the extent the allocations of Profits set forth above in any
         paragraph of this Section 6.4(b)(i) are not sufficient to entirely
         satisfy the allocation set forth in such paragraph, such allocation
         shall be made in proration to the total amount that would have been
         allocated pursuant to such paragraph without regard to such shortfall.

                           (ii) LOSSES. Except as provided in Section 6.5,
                  Losses for any Fiscal Year shall be allocated in the following
                  manner and order of priority:

                                    (1) First, 100% to the holders of Common
                           Partnership Interests in accordance with their
                           respective Percentage Interests, until the Adjusted
                           Capital Account (ignoring for this purpose any
                           amounts a Partner is obligated to contribute to the
                           capital of the Partnership or is deemed obligated to
                           contribute to the capital of the Partnership pursuant
                           to Treasury Regulation Section
                           1.704-1(b)(2)(ii)(c)(2) and ignoring the Partner's
                           Preference Interest) of each such Partner is zero;

                                    (2) Second, 100% to the holders of
                           Preference Interests, pro rata, in proportion to
                           their Adjusted Capital Account balances, until the
                           Adjusted Capital


<PAGE>

                           Account of each such Partner is zero; provided,
                           however that if there are multiple classes of
                           Preference Interests with different liquidation
                           preferences, then Losses allocated pursuant to this
                           Section 6.4(b)(ii)(2) shall be allocated among the
                           classes of such holders of Preference Interests in
                           reverse order to the order of liquidation preference
                           of such class (and within such class, pro rata, in
                           proportion to the Adjusted Capital Account balances
                           of such Partners). For purposes of this Section
                           6.4(b)(ii)(2), the Adjusted Capital Account shall be
                           determined by ignoring any amounts a holder is
                           obligated to contribute to the capital of the
                           Partnership or is deemed obligated to contribute
                           pursuant to Treasury Regulation Section
                           1.704-1(b)(2)(ii)(c)(2)); and

                                    (3) 100% to the holders of Common
                           Partnership Interests in accordance with their
                           respective Percentage Interests.

                  (c) ALLOCATIONS TO REFLECT ISSUANCE OF ADDITIONAL PARTNERSHIP
         INTERESTS. In the event that the Partnership issues additional
         Partnership Interests to the General Partner, another existing Partner
         or any Additional Partner, the General Partner shall make such
         revisions to this Section 6.4 or to other provisions of this Agreement
         as it determines are necessary to reflect the terms of the issuance of
         such additional Partnership Interests, including making preferential
         allocations to certain classes of Partnership Interests, subject to the
         terms of any Other Securities Term Sheet.

                  6.5 ADDITIONAL ALLOCATION PROVISIONS .  Notwithstanding the
         foregoing provisions of this Article 6:

                  (a) REGULATORY ALLOCATIONS.

                           (i) MINIMUM GAIN CHARGEBACK. Except as otherwise
                  provided in Treasury Regulation Section 1.704-2(f),
                  notwithstanding the provisions of Section 6.4, or any other
                  provision of this Article 6, if there is a net decrease in
                  Partnership Minimum Gain during any Fiscal Year, each Partner
                  shall be specially allocated items of Partnership income and
                  gain for such year (and, if necessary, subsequent years) in an
                  amount equal to such Partner's share of the net decrease in
                  Partnership Minimum Gain, as determined under Treasury
                  Regulation Section 1.704-2(g). Allocations pursuant to the
                  previous sentence shall be made in proportion to the
                  respective amounts required to be allocated to each Partner
                  pursuant thereto. The items to be allocated shall be
                  determined in accordance with Treasury Regulation Section
                  1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.5(a)(i) is
                  intended to qualify as a "minimum gain chargeback" within the
                  meaning of Treasury Regulation Section 1.704-2(f) which shall
                  be controlling in the event of a conflict between such
                  Treasury Regulation and this Section 6.5(a)(i).

                           (ii) PARTNER MINIMUM GAIN CHARGEBACK. Except as
                  otherwise provided in Treasury Regulation Section
                  1.704-2(i)(4), and notwithstanding the provisions of Section
                  6.4, or any other provisions of this Article 6 (except Section
                  6.5(a)(i)), if there is a net decrease in Partner Minimum Gain
                  attributable to a Partner Nonrecourse Debt during any Fiscal
                  Year, each Partner who has a share of the Partner Minimum Gain
                  attributable to such Partner Nonrecourse Debt, determined in
                  accordance with Treasury Regulation Section





<PAGE>

                  1.704-2(i)(4). Allocations pursuant to the previous sentence
                  shall be made in proportion to the respective amounts required
                  to be allocated to each Partner pursuant thereto. The items to
                  be so allocated shall be determined in accordance with
                  Treasury Regulation Section 1.704-2(i)(4) and 1.704-2(j)(2).
                  This Section 6.3A(ii) is intended to qualify as a "chargeback
                  of partner nonrecourse debt minimum gain" within the meaning
                  of Treasury Regulation Section 1.704-2(i) which shall be
                  controlling in the event of a conflict between such Treasury
                  Regulation and this Section 6.5(a)(ii).

                           (iii) NONRECOURSE DEDUCTIONS AND PARTNER NONRECOURSE
                  DEDUCTIONS. Any Nonrecourse Deductions for any Fiscal Year
                  shall be specially allocated to the Partners in accordance
                  with their respective Percentage Interest in Common
                  Partnership Interests. Any Partner Nonrecourse Deductions for
                  any Fiscal Year shall be specially allocated to the Partner(s)
                  who bears the economic risk of loss with respect to the
                  Partner Nonrecourse Debt to which such Partner Nonrecourse
                  Deductions are attributable, in accordance with Treasury
                  Regulation Section 1.704-2(b)(4) and 1.704-2(i).

                           (iv) QUALIFIED INCOME OFFSET. If any Partner
                  unexpectedly receives an adjustment, allocation or
                  distribution described in Treasury Regulation Section
                  1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership
                  income and gain shall be allocated, in accordance with
                  Treasury Regulation Section 1.704-1(b)(2)(ii)(d), to the
                  Partner in an amount and manner sufficient to eliminate, to
                  the extent required by such Treasury Regulations, the Adjusted
                  Capital Account Deficit of the Partner as quickly as possible
                  provided that an allocation pursuant to this Section
                  6.5(a)(iv) shall be made if and only to the extent that such
                  Partner would have an Adjusted Capital Account Deficit after
                  all other allocations provided in this Article 6 have been
                  tentatively made as if this Section 6.5(a)(iv) were not in the
                  Agreement. It is intended that this Section 6.5(a)(iv) qualify
                  and be construed as a "qualified income offset" within the
                  meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d),
                  which shall be controlling in the event of a conflict between
                  such Treasury Regulation and this Section 6.5(a)(iv).

                           (v) GROSS INCOME ALLOCATION. In the event any Partner
                  has a deficit Capital Account at the end of any Fiscal Year
                  which is in excess of the sum of (a) the amount (if any) such
                  Partner is obligated to restore to the Partnership and (b) the
                  amount such Partner is deemed to be obligated to restore
                  pursuant to Treasury Regulation Section 1.704-1(b)(ii)(c) or
                  the penultimate sentences of Treasury Regulation Section
                  1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be
                  specially allocated items of Partnership income and gain in
                  the amount of such excess as quickly as possible; provided,
                  that an allocation pursuant to this Section 6.5(a)(v) shall be
                  made if and only to the extent that such Partner would have a
                  deficit Capital Account in excess of such sum after all other
                  allocations provided in this Article 6 have been tentatively
                  made as if this Section 6.5(a)(v) and Section 6.5(a)(iv) were
                  not in the Agreement.

                           (vi) LIMITATION ON ALLOCATION OF LOSSES. To the
                  extent any allocation of Losses would cause or increase an
                  Adjusted Capital Account Deficit as to any Partner, such
                  allocation of Losses shall be reallocated among the other
                  Partners in accordance with their respective Percentage
                  Interests in Common Partnership Interests, subject to the
                  limitations of this Section 6.5(a)(vi).

                           (vii) SECTION 754 ADJUSTMENT. To the extent an
                  adjustment to the adjusted tax basis of any Partnership asset
                  pursuant to Code Section 734(b) or Code Section 743(b) is



<PAGE>

                  required, pursuant to Treasury Regulation Sections
                  1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be
                  taken into account in determining Capital Accounts as the
                  result of a distribution to a Partner in complete liquidation
                  of his interest in the Partnership, the amount of such
                  adjustment to the Capital Accounts shall be treated as an item
                  of gain (if the adjustment increases the basis of the asset)
                  or loss (if the adjustment decreases such basis) and such gain
                  or loss shall be specially allocated to the Partners in
                  accordance with their interests in the Partnership in the
                  event that Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2)
                  applies, or to the Partners to whom such distribution was made
                  in the event that Treasury Regulation Section
                  1.704-1(b)(2)(iv)(m)(4) applies.

                           (viii) CURATIVE ALLOCATION. The allocations set forth
                  in Sections 6.5(a)(i), (ii), (iii), (iv), (v), (vi) and (vii)
                  (the "Regulatory Allocations") are intended to comply with
                  certain regulatory requirements, including the requirements of
                  Treasury Regulation Sections 1.704-1(b) and 1.704-2.
                  Notwithstanding the provisions of Sections 6.3 and 6.4, the
                  Regulatory Allocations shall be taken into account in
                  allocating other items of income, gain, loss and deduction
                  among the Partners so that, to the extent possible, the net
                  amount of such allocations of other items and the Regulatory
                  Allocations to each Partner shall be equal to the net amount
                  that would have been allocated to each such Partner if the
                  Regulatory Allocations had not occurred.

                  (b) ALLOCATION OF NONRECOURSE LIABILITIES. For purposes of
         determining a Partner's proportional share of the "excess nonrecourse
         liabilities" of the Partnership within the meaning of Treasury
         Regulation Section 1.752-3(a)(3), each Partner's interest in
         Partnership profits shall be such Partner's Percentage Interest.

                  6.6 TAX ALLOCATIONS .

                  (a) IN GENERAL. Except as otherwise provided in this Section
         6.6 for income tax purposes each item of income, gain, loss and
         deduction (collectively, "Tax Items") shall be allocated among the
         Partners in the same manner as its correlative item of "book" income,
         gain, loss or deduction is allocated pursuant to Sections 6.4 and 6.5.

                  (b) ALLOCATIONS RESPECTING SECTION 704(C) REVALUATIONS.
         Notwithstanding Section 6.6(a), Tax Items with respect to Partnership
         property that is contributed to the Partnership by a Partner shall be
         shared among the Partners for income tax purposes pursuant to Treasury
         Regulations promulgated under Code Section 704(c), so as to take into
         account the variation, if any, between the basis of the property to the
         Partnership and its initial Gross Asset Value. The Partnership shall
         account for such variation under any method approved under Code Section
         704(c) and the applicable regulations as selected by the General
         Partner. In the event the Gross Asset Value of any Partnership asset is
         adjusted pursuant to subparagraph (ii) of the definition of Gross Asset
         Value (provided in Article 1), subsequent allocations of Tax Items with
         respect to such asset shall take account of the variation, if any,
         between the adjusted basis of such asset and its Gross Asset Value in
         the same manner as under Code Section 704(c) and the applicable
         regulations consistent with the requirements of Treasury Regulation
         Section 1.704-1(b)(iv)(g) using any method approved under Code Section
         704(c) and the applicable regulations as selected by the General
         Partner.

<PAGE>

                  6.7 DISTRIBUTIONS OF OPERATING AND CAPITAL CASH FLOW .

                  (a) Distributions of Operating Cash Flow shall be made at
         least annually at such time or times as the General Partner shall
         determine. The Operating Cash Flow of the Partnership shall be
         distributed as follows:

                           (i) first, to the extent applicable, to the Partners
                  holding Preference Partnership Interests to the extent of the
                  respective priorities (if any) established by the applicable
                  Other Securities Term Sheet; and

                           (ii) thereafter, to the Partners in accordance with
                  their respective Percentage Interests.

                  (b) Distributions of Capital Cash Flow shall be made at such
         time as the General Partner shall determine. Except as otherwise
         provided in Section 10.3 hereafter with respect to liquidation of the
         Partnership, the Capital Cash Flow of the Partnership shall be
         distributed as follows:

                           (i) first, to pay such debts of the Partnership as
                  the General Partner shall determine;

                           (ii) second, to the extent applicable, to the
                  Partners holding Preference Partnership Interests to the
                  extent of the respective priorities (if any) established by
                  the applicable Other Securities Term Sheet; and

                           (iii) thereafter, to the Partners in accordance with
                  their respective Percentage Interests.

                  6.8 REVISIONS TO REFLECT ISSUANCE OF ADDITIONAL PARTNERSHIP
         INTERESTS . If the Partnership issues Partnership Interests to the
         General Partner or any Additional Partner pursuant to this Article VI
         hereof, the General Partner shall make the revisions to this Article VI
         and Exhibit A as it deems necessary to reflect the issuance of such
         additional Partnership Interests without the requirements for any other
         consents or approvals.

                                   ARTICLE VII

                BOOKS OF ACCOUNT, RECORDS AND REPORTS; TAX ITEMS

                  7.1 RECORDS AND ACCOUNTING . The General Partner shall keep or
         cause to be kept at the principal office of the Partnership appropriate
         books and records with respect to the Partnership's business,
         including, without limitation, all books and records necessary to
         provide to the Partners any information, lists and copies of documents
         required to be provided pursuant to Section 7.3. Any records maintained
         by or on behalf of the Partnership in the regular course of its
         business may be kept on, or be in the form of, punch cards, magnetic
         tape, photographs, micrographics or any other information storage
         device, provided that the records so maintained are convertible into
         clearly legible written form within a reasonable period of time. The
         books of the Partnership shall be maintained, for financial and tax
         reporting purposes, on an accrual basis in accordance with generally
         accepted accounting principles.

                  7.2 FISCAL YEAR .  The fiscal year of the Partnership shall be
         the calendar year.

<PAGE>

                  7.3 REPORTS .

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

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

                  7.4 TAX MATTERS .

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

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

                  (c) TAX MATTERS PARTNER.

                           (i) GENERAL. The General Partner shall be the "tax
                  matters partner" of the Partnership for federal income tax
                  purposes. Pursuant to Section 6223(c)(3) of the Code, upon
                  receipt of notice from the IRS of the beginning of an
                  administrative proceeding with respect to the Partnership, the
                  tax matters partner shall furnish the IRS with the name,
                  address, taxpayer identification number and profit interest of
                  each of the Partners and any Assignees; provided, however,
                  that such information is provided to the Partnership by the
                  Partners.

                           (ii) POWERS. The tax matters partner is authorized,
                  but not required:

                                    (1) to enter into any settlement with the
                           IRS with respect to any administrative or judicial
                           proceedings for the adjustment of Partnership items
                           required to be taken into account by a Partner for
                           income tax purposes (such administrative proceedings
                           being referred to as a "tax audit" and such judicial



<PAGE>

                           proceedings being referred to as "judicial review"),
                           and in the settlement agreement the tax matters
                           partner may expressly state that such agreement shall
                           bind all Partners, except that such settlement
                           agreement shall not bind any Partner (i) who (within
                           the time prescribed pursuant to the Code and Treasury
                           Regulations) files a statement with the IRS providing
                           that the tax matters partner shall not have the
                           authority to enter into a settlement agreement on
                           behalf of such Partner or (ii) who is a "notice
                           partner" (as defined in Section 6231(a)(8) of the
                           Code) or a Partner of a "notice group" (as defined in
                           Section 6223(b)(2) of the Code);

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

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

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

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

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

         The taking of any action and the incurring of any expense by the tax
         matters partner in connection with any such proceeding, except to the
         extent required by law, is a matter in the sole and absolute discretion
         of the tax matters partner and the provisions relating to
         indemnification of the General Partner set forth in Section 4.4 shall
         be fully applicable to the tax matters partner in its capacity as such.

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

                  (d) ORGANIZATIONAL EXPENSES. The Partnership shall deduct
         expenses, if any, incurred by it in organizing the Partnership as
         provided in Section 709 of the Code.

<PAGE>

                  (e) WITHHOLDING. Each Partner hereby authorizes the
         Partnership to withhold from or pay on behalf of or with respect to
         such Partner any amount of federal, state, local, or foreign taxes that
         the General Partner determines that the Partnership is required to
         withhold or pay with respect to any amount distributable or allocable
         to such Partner pursuant to this Agreement, including, without
         limitation, any taxes required to be withheld or paid by the
         Partnership pursuant to Section 1441, 1442, 1445, or 1446 of the Code.
         Any amount paid on behalf of or with respect to a Partner shall
         constitute a loan by the Partnership to such Partner, which loan shall
         be repaid by such Partner within fifteen (15) days after notice from
         the General Partner that such payment must be made unless (i) the
         Partnership withholds such payment from a distribution which would
         otherwise be made to the Partner or (ii) the General Partner
         determines, in its sole and absolute discretion, that such payment may
         be satisfied out of the available funds of the Partnership which would,
         but for such payment, be distributed to the Partner. Any amounts
         withheld pursuant to the foregoing clauses (i) or (ii) shall be treated
         as having been distributed to such Partner. Each Partner hereby
         unconditionally and irrevocably grants to the Partnership a security
         interest in such Partner's Partnership Interest to secure such
         Partner's obligation to pay to the Partnership any amounts required to
         be paid pursuant to this Section 7.4(e). If a Partner fails to pay any
         amounts owed to the Partnership pursuant to this Section 7.4(e) when
         due, the General Partner may, in its sole and absolute discretion,
         elect to make the payment to the Partnership on behalf of such
         defaulting Partner, and in such event shall be deemed to have loaned
         such amount to such defaulting Partner and shall succeed to all rights
         and remedies of the Partnership as against such defaulting Partner
         (including, without limitation, the right to receive distributions).
         Any amounts payable by a Partner hereunder shall bear interest at 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, plus four (4) percentage points (but not higher than the
         maximum lawful rate under the laws of the State of Ohio) from the date
         such amount is due (I.E., fifteen (15) days after demand) until such
         amount is paid in full. Each Partner shall take such actions as the
         Partnership or the General Partner shall request to perfect or enforce
         the security interest created hereunder.

                                  ARTICLE VIII

                           TRANSFERS AND WITHDRAWALS

                  8.1 TRANSFER .

                  (a) The term "transfer," when used in this Article VIII with
         respect to a Partnership Interest, shall be deemed to refer to a
         transaction by which a Partner purports to assign its Partnership
         Interest to another Person, and includes a sale, assignment, gift
         (outright or in trust), pledge, encumbrance, hypothecation, mortgage,
         exchange or any other disposition by law or otherwise. No part of the
         Partnership Interest of a Partner shall be subject to the claims of any
         creditor, any spouse for alimony or support, or to legal process, and
         may not be voluntarily or involuntarily alienated or encumbered, except
         as may be specifically provided for in this Agreement.

                  (b) No Partnership Interest shall be transferred, in whole or
         in part, except in accordance with the terms and conditions set forth
         in this Article VIII. Any transfer or purported transfer of a
         Partnership Interest of a Limited Partner not made in accordance with
         this Article VIII shall be null and void AB INITIO unless otherwise
         consented by the General Partner in its sole and absolute discretion.

<PAGE>

                  8.2 TRANSFER OF PARTNERSHIP INTERESTS OF THE GENERAL PARTNER
         AND  HOLDERS  OF COMMON PARTNERSHIP INTERESTS .

                  (a) Except as provided below, the General Partner shall not
         withdraw from the Partnership and shall not transfer all or any portion
         of its interest in the Partnership (whether by sale, statutory merger,
         consolidation, liquidation or otherwise) other than to one or more
         Persons wholly-owned, directly or indirectly, by ERP and/or EQR. Any
         prohibited transfer of the General Partner's Partnership Interest shall
         be void AB INITIO. Notwithstanding the foregoing, the General Partner
         shall be entitled to transfer its interest in the Partnership if such
         transfer would not violate the terms of an Other Securities Term Sheet.

                  (b) Except as otherwise provided in this Article VIII, a
         Limited Partner shall not withdraw from or transfer all or any portion
         of its Partnership Interest in the Partnership (whether by sale,
         statutory merger, consolidations, liquidation or otherwise) without the
         prior written consent of the General Partner (which consent may be
         given or withheld in the General Partner's sole and absolute
         discretion). Any attempted transfer of a Partnership Interest of a
         Limited Partner contrary to this Section 8.2(b) shall be void AB
         INITIO. To the extent the prior sentence does not have the effect of
         preventing any such proposed transfer, the transfer shall vest in the
         General Partner the authority to dissolve the Partnership, in its
         discretion.

                  8.3  LIMITED PARTNERS' RIGHTS TO TRANSFER .

                  (a) Any Limited Partner may, at any time without the consent
         of the General Partner, subject to the provisions of Section 8.6, (a)
         pledge (a "Pledge") all or any portion of its Partnership Interest to a
         lending institution, which is not an Affiliate of such Limited Partner,
         as collateral or security for a bona fide loss or other extension of
         credit, or (b) transfer such pledged Partnership Interest to such
         lending institution in connection with the exercise of remedies under
         such loan or extension of credit. In addition, each Limited Partner or
         Assignee (resulting from a transfer made pursuant to the preceding
         sentence) shall have the right to transfer all or any portion of its
         Partnership Interest, subject to the provisions of Section 8.6 PROVIDED
         that any transfer of a Partnership Interest shall be made only to
         Qualified Transferees. It is a condition to any transfer otherwise
         permitted hereunder that the transferee assumes by operation of law or
         express agreement all of the obligations of the transferor Limited
         Partner under this Agreement with respect to such transferred
         Partnership Interest and no such transfer (other than pursuant to a
         statutory merger or consolidation wherein all obligations and
         liabilities of the transferor Limited Partner are assumed by a
         successor corporation by operation of law) shall relieve the transferor
         Partner of its obligations under this Agreement without the approval of
         the General Partner, in its reasonable discretion. Notwithstanding the
         foregoing, any transferee of any transferred Partnership Interest shall
         be subject to any and all ownership limitations contained in the REIT
         Charter, which may limit or restrict such transferee's ability to
         exercise any of its redemption rights or exchange rights set forth in
         any applicable Other Securities Term Sheet. Any transferee, whether or
         not admitted as a Substituted Partner, shall take their Partnership
         Interest subject to the obligations of the transferor hereunder. Unless
         admitted as a Substituted Partner, no transferee, whether by a
         voluntary transfer, by operation of law or otherwise, shall have any
         rights hereunder, other than the rights of an Assignee as provided in
         Section 8.5.

                  (b) If a Limited Partner is subject to Incapacity, the
         executor, administrator, trustee, committee, guardian, conservator or
         receiver of such Limited Partner's estate shall have all the rights of
         a Limited Partner, but not more rights than those enjoyed by other
         Limited Partners, for


<PAGE>

         the purpose of setting or managing the estate, and such power as the
         Incapacitated Limited Partner possessed to transfer all or any part of
         his or its interest in the Partnership. The Incapacity of a Limited
         Partner, in and of itself, shall not dissolve or terminate the
         Partnership.

                  (c) The General Partner may prohibit any transfer otherwise
         permitted under this Section 8.3 by a Limited Partner of his or her
         Partnership Interest if, in the opinion of legal counsel to the
         Partnership, such transfer would require the filing of a registration
         statement under the Securities Act by the Partnership or would
         otherwise violate any federal or state securities laws or regulations
         applicable to the Partnership or the Partnership Interest.

                  (d) No transfer by a Limited Partner of his or her Partnership
         Interest (including any redemption or exchange rights set forth in an
         applicable Other Securities Term Sheet or any other acquisition of
         Common Partnership Interest or Preference Interest by the General
         Partner or the Partnership) may be made to any Person if (i) in the
         opinion of legal counsel for the Partnership, it could result in the
         Partnership being treated as an association taxable as a corporation or
         (ii) absent the consent of the General Partner, which may be given or
         withheld in its sole and absolute discretion, such transfer could be
         treated as effectuated through an "established securities market" or a
         "secondary market (or the substantial equivalent thereof)" within the
         meaning on Section 7704 of the Code.

                  (e) No transfer of any Partnership Interest may be made to a
         lender to the Partnership or any Person who is related (within the
         meaning of Treasury Regulation Section 1.752-4(b)) to any lender to the
         Partnership whose loss constitutes a Nonrecourse Liability, without the
         consent of the General Partner, in its sole and absolute discretion;
         PROVIDED, that as a condition to such consent, the lender will be
         required to enter into an arrangement with the Partnership and the
         General Partner to redeem or exchange the Partnership Interest pursuant
         to the applicable Other Securities Term Sheet for any consideration 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.

                  (f) No Limited Partner may withdraw from the Partnership
         except as a result of transfer, redemption or exchange of all of its
         Partnership Interest pursuant hereto or pursuant to the applicable
         Other Securities Term Sheet, as the case may be.

                  8.4  SUBSTITUTED PARTNER .

                  (a) Any Limited Partner shall have the right to substitute a
         transferee permitted by this Agreement as a Partner in his or her
         place. The General Partner shall have the right to consent to the
         admission of a permitted transferee of the interest of any other
         Partner, as a Substituted Partner pursuant to this Section 8.4, which
         consent may be given or withheld by the General Partner in its sole and
         absolute discretion. The General Partner's failure or refusal to permit
         a transferee of any such Partnership Interests to become a Substituted
         Partner shall not give rise to any cause of action against the
         Partnership or any Partner.

                  (b) A transferee who has been admitted as a Substituted
         Partner in accordance with this Article VIII shall have all the rights
         and powers and be subject to all the restrictions and liabilities of a
         Partner under this Agreement. The admission of any transferee as a
         Substituted Partner shall be subject to the transferee executing and
         delivering to the Partnership an acceptance of all of the terms and
         conditions of this Agreement (including, without limitation, such other
         documents or instruments as may be required to effect the admission,
         each in form and substance


<PAGE>

         satisfactory to the General Partner) and the acknowledgment by such
         transferee that each of the representations and warranties set forth in
         Section 5.5 are true and correct with respect to such transferee as of
         the date of the transfer of the Partnership Interest to such transferee
         and will continue to be true to the extent required by such
         representations and warranties.

                  (c) Upon the admission of a Substituted Partner, the General
         Partner shall amend Exhibit A to reflect the name, address and
         Percentage Interest of such Substituted Partner and to eliminate or
         adjust, if necessary, the name, address and interest of the predecessor
         of such Substituted Partner.

                  8.5 ASSIGNEE . If the General Partner, with respect to a
         transferee requiring the General Partner's consent, does not consent,
         in its sole and absolute discretion, to the admission of any permitted
         transferee under Section 8.3 as a Substituted Partner, as described in
         Section 8.4, such transferee shall be considered an Assignee for
         purposes of this Agreement. An Assignee shall be entitled to all the
         rights of an assignee of a partnership interest under the Act,
         including the right to reserve distributions from the Partnership and
         the share of Profits, Losses, gain and loss attributable to the
         Partnership Interest assigned to such transferee, the rights to
         transfer the Partnership Interest provided in this Article VIII, the
         right of exchange of such Partnership Interest for consideration as set
         forth in any applicable Other Securities Term Sheet, but shall not be
         deemed to be a Partner for any other purpose under this Agreement, and
         shall not be entitled to effect a consent with respect to such
         Partnership Interest on any matter presented to the Partners for
         approval (such consent remaining with the transferor Partner). In the
         event any such transferee desires to make a further assignment of any
         such Partnership Interest, such transferee shall be subject to all the
         provisions of this Article VIII to the same extent and in the same
         manner as any Partner desiring to make an assignment of Partnership
         Interest. Notwithstanding anything contained in this Agreement to the
         contrary, as a condition to becoming an Assignee, any prospective
         Assignee must first execute and deliver to the Partnership an
         acknowledgment that each of the representation and warranties set forth
         in Section 5.5 hereof are true and correct with respect to such
         prospective Assignee as of the date of the prospective assignment of
         the Partnership Interest to such prospective Assignee and will continue
         to be true to the extent required by such representations or
         warranties.

                  8.6 GENERAL PROVISIONS .

                  (a) No Partner may withdraw from the Partnership other than as
         a result of (i) a transfer of all of such Partner's Partnership
         Interest as permitted in accordance with this Article VIII and the
         transferee(s) of such Partnership Interest being admitted to the
         Partnership as a Substituted Partner, (ii) pursuant to the redemption
         or exchange of all of such Partner's Partnership Interest pursuant to
         the applicable Other Securities Term Sheet.

                  (b) Any Partner who shall transfer all of such Partner's
         Partnership Interest in a transfer permitted pursuant to this Article
         VIII where such transferee was admitted as a Substituted Partner or
         pursuant to the exercise of its rights of redemption or exchange of all
         of such Partner's Partnership Interest pursuant to the applicable Other
         Securities Term Sheet shall cease to be a Partner.

                  (c) Transfers pursuant to this Article VIII may only be made
         effective on the last day of the month set forth on the written
         instrument of transfer, unless the General Partner otherwise agrees.

<PAGE>

                  (d) If any Partnership Interest is transferred, assigned or
         redeemed during any quarterly segment of the Partnership's Fiscal Year
         in compliance with the provisions of this Article VIII or transferred
         or redeemed pursuant to the applicable Other Securities Term Sheet, on
         any day other than the first day of a Fiscal Year, then Profits,
         Losses, each item thereof and all other items attributable to such
         Partnership Interest for such Fiscal Year shall be divided and
         allocated between the transferor Partner and the transferee Partner by
         taking into account their varying increases during the fiscal year in
         accordance with Section 706(d) of the Code, using the interim closing
         of the books method. Except as otherwise required by Section 706(d) of
         the Code or as otherwise specified in this Agreement or as otherwise
         determined by the General Partner (to the extent consistent with
         Section 706(d) of the Code, solely for purposes of making such
         allocations, each of such items for the calendar month in which the
         transfer, assignment or redemption occurs shall be allocated among all
         the Partners and Assignees in a manner determined by the General
         Partner in its sole discretion.

                  (e) In addition to any other restrictions on transfer herein
         contained, including without limitation the provisions of this Article
         VIII, in no event may any transfer or assignment of a Partnership
         Interest by any Partner (including by way of a Partnership Interest
         redemption or exchange pursuant to an applicable Other Securities Term
         Sheet, or any other acquisition of Common Partnership Interests or
         Partnership Interests by the Partnership, or the General Partner) be
         made (i) to any person or entity who lacks the legal right, power or
         capacity to own a Partnership Interest; (ii) in violation of applicable
         law; (iii) except with the consent of the General Partner, which may be
         given or withheld in its sole and absolute discretion, of any component
         portion of a Partnership Interest, such as the Capital Account, or
         rights to distributions, separate and apart from all other components
         of a Partnership Interest; (iv) except with the consent of the General
         Partner, which may be given or withheld in its sole and absolute
         discretion, if in the opinion of legal counsel to the Partnership such
         transfer would cause a termination of the Partnership for federal or
         state income tax purposes (except as a result of the redemption or
         exchange of Partnership Interests, respectively, of all Partnership
         Interests held by all Limited Partners); (v) if such transfer would
         cause the Partnership to be classified as a "publicly traded
         partnership" within the meaning of Section 7704 of the Code, or as an
         association taxable as a corporation for federal or state income tax
         purposes; (vi) if such transfer would cause the Partnership to become,
         with respect to any employee benefit plan subject to Title 1 of ERISA,
         a "party-in-interest" (as defined in Section 3(14) of ERISA) or a
         "disqualified person" (as defined in Section 4975(c) of the Code);
         (vii) if such transfer would, in the opinion of counsel to the
         Partnership, cause any portion of the assets of the Partnership to
         constitute assets of any employee benefit plan pursuant to Department
         of Labor Regulations Section 2510.2101; (viii) if such transfer
         requires the registration of such Partnership Interest or requires the
         registration of the exchange of such Partnership Interests for any
         capital stock pursuant to any applicable federal or state securities
         laws; (ix) if 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 or
         such transfer causes the Partnership to become a "publicly traded
         partnership," as such term is defined in Sections 469(k)(2) or 7704 of
         the Code; (x) if such transfer subjects the Partnership to be regulated
         under the Investment Company Act of 1940, the Investment Advisors Act
         of 1946 or the Employee Retirement Income Security Act of 1974, each as
         amended; (xi) if the transferee or assignee of such Partnership
         Interest is unable to make the representations set forth in Section 5.5
         or such transfer could otherwise adversely affect the ability of EQR in
         its capacity as the sole General Partner of ERP, to remain qualified as
         a REIT; or (xii) if, except with the consent of the General Partner,
         which may be given or withheld in its sole and absolute discretion,
         such transfer would subject EQR to any additional taxes under Section
         857 or Section 4981 of the Code.

<PAGE>

                  (f) The General Partner shall monitor the transfers of
         interests in the Partnership (including any acquisition of Partnership
         Interests by the Partnership, or the General Partner) to determine (i)
         if such interests are being traded on an "established securities
         market" or a "secondary market (or the substantial equivalent thereof)"
         within the meaning of Section 7704 of the Code and (ii) whether such
         transfers of interests would result in the Partnership being unable to
         qualify for at least one of the "safe harbors" set forth in Treasury
         Regulation Section 1.7704-1 (or such other applicable guidance
         subsequently published by the IRS setting forth safe harbors under
         which interests will not be treated as "readily tradable on a secondary
         market (or the substantial equivalent thereof)" within the meaning of
         Section 7704 of the Code) (the "Safe Harbor"). The General Partner
         shall have authority (but shall not be required to) to take any steps
         it determines are necessary or appropriate in its sole and absolute
         discretion to prevent any trading of interests which could cause the
         Partnership to become a "publicly traded partnership," or any
         recognition by the Partnership of such transfers, or to insure that at
         least one of the Safe Harbors is met.

                                   ARTICLE IX

                         SUCCESSSOR GENERAL PARTNER AND
                        ADMISSION OF ADDITIONAL PARTNERS

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

                  9.2 ADMISSION OF ADDITIONAL PARTNERS .

                  (a) A Person who makes a Capital Contribution to the
         Partnership in accordance with this Agreement shall be admitted to the
         Partnership as an Additional Partner only upon furnishing to the
         General Partner (i) evidence of acceptance in form satisfactory to the
         General Partner of all of the terms and conditions of this Agreement,
         including, without limitation, the power of attorney granted in Section
         2.6 and (ii) such other documents or instruments as may be required in
         the discretion of the General Partner in order to effect such Person's
         admission as an Additional Partner.

                  (b) Notwithstanding anything to the contrary in this Section
         9.2, no Person shall be admitted as an Additional Partner without the
         consent of the General Partner, which consent may be given or withheld
         in the General Partner's sole and absolute discretion. The admission of
         any Person as an Additional Partner shall become effective on the date
         upon which the name of such Person is recorded on the books and records
         of the Partnership, following the receipt of the Capital Contribution
         in respect of such Partner, the documents set forth in this Section
         9.2(a) and the consent of the General Partner to such admission. If any
         Additional Partner is admitted to the Partnership on any day other than
         the first day of a Fiscal Year, then Profits, Losses, each item thereof
         and all other items allocable among Partners and Assignees for such
         Fiscal Year shall be


<PAGE>

         allocated among such Partner and all other Partners and Assignees by
         taking into account their varying interests during the Fiscal Year in
         accordance with Section 706(d) of the Code, using the interim closing
         of the books method. Solely for purposes of making such allocations,
         each of such items for the calendar month in which an admission of an
         Additional Partner occurs shall be allocated among all the Partners and
         Assignees, including such Additional Partner, in a manner determined by
         the General Partner in its sole discretion.

                  9.3 AMENDMENT OF AGREEMENT AND CERTIFICATE OF FORMATION . For
         the admission to the Partnership of any Partner, the General Partner
         shall take all steps necessary and appropriate under the Act to amend
         the records of the Partnership and, if necessary, to prepare as soon as
         practical an amendment of this Agreement (including an amendment of
         Exhibit A) and, if required by law, shall prepare and file an amendment
         to the Certificate and may for this purpose exercise the power of
         attorney granted pursuant to Section 2.6.

                                    ARTICLE X

                          DISSOLUTION AND TERMINATION

                  10.1 DISSOLUTION .

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

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

                           (ii) an event of withdrawal of a General Partner, as
                  defined in the Act (other than an event of bankruptcy), unless
                  (1) there is at least one other General Partner, in which case
                  the remaining General Partners shall continue the business of
                  the Partnership, or (2) within ninety (90) days after the
                  withdrawal a "majority in interest" (as defined below) of the
                  remaining Partners consent in writing to continue the business
                  of the Partnership and to the appointment, effective as of the
                  date of withdrawal, of a substitute General Partner;

                           (iii) an election to dissolve the Partnership made by
                  the General Partner, in its sole and absolute discretion;

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

                           (v)  the sale of all or  substantially  all of the
                  assets  and  properties  of the Partnership for cash or for
                  marketable securities; or

                           (vi) a final and non-appealable judgment is entered
                  by a court of competent jurisdiction ruling that the remaining
                  General Partner(s) is bankrupt or insolvent, or a final and
                  non-appealable order for relief is entered by a court with
                  appropriate jurisdiction against the remaining General
                  Partner(s), in each case under any federal or


<PAGE>

                  state bankruptcy or insolvency laws as now or hereafter in
                  effect, unless prior to or at the time of the entry of such
                  order or judgment a "majority in interest" (as defined below)
                  of the remaining Partners consent in writing to continue the
                  business of the Partnership and to the appointment, effective
                  as of a date prior to the date of such order or judgment, of a
                  substitute General Partner.

         As used herein, a "majority in interest" shall refer to Partners
(excluding the General Partners) who hold more than fifty percent (50%) of the
outstanding Percentage Interests not held by the General Partners.

                  10.2 EFFECT OF FILING OF DISSOLVING STATEMENT . Upon the
         filing by the Ohio Secretary of State of a statement of intent to
         dissolve, the Partnership shall cease to carry on its business, except
         insofar as may be necessary for the winding up of its business, but its
         separate existence shall continue until a certificate of dissolution
         has been issued by the Ohio Secretary of State or until a decree
         dissolving the Partnership has been entered by a court of competent
         jurisdiction.

                  10.3 WINDING UP, LIQUIDATION AND DISTRIBUTION OF ASSETS .

                  (a) Upon dissolution, an accounting shall be made by the
         Partnership's accountants of the accounts of the Partnership and of the
         Partnership's assets, liabilities and operations from the date of the
         last previous accounting until the date of dissolution. The General
         Partner shall immediately proceed to wind up the affairs of the
         Partnership.

                  (b) If the Partnership is dissolved and its affairs are to be
         wound up, the General Partner (or if there be none, a liquidating
         trustee selected by a Majority-in-Interest of the Partners) shall wind
         up the affairs and liquidate the assets of the Partnership, and the
         proceeds from the liquidation of the Partnership assets shall be
         applied and distributed in the following order of priority:

                           (i) To the creditors of the Partnership (other than
                  Partners and creditors whose obligations will be assumed or
                  otherwise transferred on the sale or distribution of
                  Partnership assets) and to the payment of liquidation
                  expenses; when there is a contingent debt, obligation or
                  liability of the Partnership, a reserve (in such amount as the
                  General Partner or, if no General Partner, the liquidating
                  trustee, in its sole discretion, shall determine) shall be set
                  up to meet such contingency, and if and when such contingency
                  shall cease to exist, the moneys, if any, then contained in
                  the reserve shall be distributed as provided in this Section
                  10.3;

                           (ii) Then to the payment of any funds advanced to the
                  Partnership by any Partner or Partners and any other bona fide
                  loans made by any Partner or Partners to the Partnership and
                  evidenced by a note or notes duly executed by the Partnership;
                  and

                           (iii) Then to the Partners in accordance with their
                  respective Capital Account balances after giving effect to all
                  contributions, distributions and allocations for all periods.
                  In connection therewith, income, gain and loss of the
                  Partnership (and to the extent necessary to achieve the
                  purposes hereof, items of gross income and deduction) with
                  respect to the sale or other disposition of all or
                  substantially all of the Partnership's assets and/or the
                  Partnership's operations in connection therewith (whether or
                  not attributable to the taxable year in which the distribution
                  pursuant to this Section


<PAGE>

                  10.3(b)(iii) is to be made or a preceding taxable year) shall
                  be allocated among the Partners so that each Partner's Capital
                  Account shall equal, after taking into account the prior
                  balance (positive or negative) in such Partner's Capital
                  Account and the effect of such allocation, the amount that
                  such Partner would be entitled to receive if the Partnership
                  were to make a distribution to the Partners pursuant to the
                  provisions of Section 6.7(b) hereof in an amount equal to the
                  remaining liquidation proceeds to be distributed under this
                  Section 10.3(b)(iii).

                  (c) Notwithstanding anything to the contrary in this
         Agreement, upon a liquidation within the meaning of Section
         1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Partner has a
         deficit Capital Account (after giving effect to all contributions,
         distributions, allocations and other Capital Accounts adjustments for
         all taxable years, including the year during which such liquidation
         occurs), such Partner shall have no obligation to make any Capital
         Contribution, and the negative balance of such Partner's Capital
         Contribution, and the negative balance of such Partner's Capital
         Account shall not be considered a debt owed by such Partner to the
         Partnership or to any other Person for any purpose whatsoever.

                  (d) Upon completion of the winding up, liquidation and
         distribution of the assets, the Partnership shall be deemed terminated.

                  (e) The General Partner shall comply with any applicable
         requirements of applicable law pertaining to the winding up of the
         affairs of the Partnership and the final distribution of its assets.

                  10.4 CERTIFICATE OF DISSOLUTION . When all debts, liabilities
         and obligations have been paid and discharged or adequate provisions
         have been made therefor and all of the remaining property and assets
         have been distributed to the Partners, certificates of dissolution
         shall be executed in duplicate and verified by the person signing the
         articles, which articles shall set forth the information required by
         the Act. Duplicate originals of such articles of dissolution shall be
         delivered to the Ohio Secretary of State.

                  10.5 EFFECT OF DISSOLUTION . Upon the issuance of the
         certificate of dissolution, the existence of the Partnership shall
         cease, except for the purpose of suits, other proceedings and
         appropriate action as provided in the Act. The General Partner shall
         have authority to distribute any Partnership property discovered after
         dissolution, convey real estate and take such other action as may be
         necessary on behalf of and in the name of the Partnership.

                  10.6 RETURN OF CONTRIBUTION NONRECOURSE TO OTHER PARTNERS .
         Except as provided by law or as expressly provided in this Agreement,
         upon dissolution, each Partner shall look solely to the assets of the
         Partnership for the return of its Capital Contribution. If the
         Partnership property remaining after the payment or discharge of the
         debts and liabilities of the Partnership is insufficient to return the
         cash contribution of one or more Partners, such Partner or Partners
         shall have no recourse against any other Partner.

<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  11.1 NOTICES . Any notice, request, demand, consent, approval
         and other communications under this Agreement shall be in writing, and
         shall be deemed duly given or made at the time and on the date when
         personally delivered as shown on a receipt therefor (which shall
         include delivery by a nationally recognized overnight delivery
         service), or when sent by facsimile, or three (3) business days after
         being mailed by prepaid registered or certified mail, return receipt
         requested, to the address for each party set forth at the conclusion of
         this Agreement. Any Partner, by written notice to the other in the
         manner herein provided, may designate an address different from that
         set forth at the conclusion of this Agreement.

                  11.2 BOOKS OF ACCOUNT AND RECORDS . Proper and complete
         records and books of account shall be kept or shall be caused to be
         kept by the General Partner or such representatives as it may appoint
         in which shall be entered fully and accurately all transactions and
         other matters relating to the Partnership's business in such detail and
         completeness as is customary and usual for businesses of the type
         engaged in by the Partnership. The books and records shall at all times
         be maintained at the principal executive office of the Partnership and
         shall be open to the reasonable inspection and examination of the
         Partners or their duly authorized representatives, at the sole cost and
         expense of such Partner during reasonable business hours.

                  11.3 APPLICATION OF OHIO LAW . This Agreement, and the
         application of interpretation hereof, shall be governed exclusively by
         its terms and by the laws of the State of Ohio, and specifically the
         Act.

                  11.4 WAIVER OF ACTION FOR PARTITION . Each Partner irrevocably
         waives during the term of the Partnership any right that it may have to
         maintain any action for partition with respect to the property of the
         Partnership.

                  11.5 AMENDMENTS .

                  (a) GENERAL. Amendments to this Agreement may be proposed by
         the General Partner or by any Partner holding twenty-five percent (25%)
         or more of any class or series of Partnership Interests. Following such
         proposal (except an amendment pursuant to Section 11.5(b)), the General
         Partner shall submit any proposed amendment to the Partners. The
         General Partner shall seek the written vote of the Partners on the
         proposed amendment or shall call a meeting to vote thereon and to
         transact any other business that the General Partner may deem
         appropriate. For purposes of obtaining a written vote, the General
         Partner may require a response within a reasonable specified time, but
         not less than fifteen (15) days after notice is given, and failure to
         respond in such time period shall constitute a vote which is consistent
         with the General Partner's recommendation with respect to the proposal.
         Except as provided in Section 11.5(b) or 11.5.(d), a proposed amendment
         shall be adopted and be effective as an amendment hereto if (i) it is
         approved by the General Partner and (ii) it receives the consent of
         Partners holding a majority of the Common Partnership Interests and a
         Majority of each class of Preference Interests (including Partnership
         Interests held by the General Partner).

                  (b) AMENDMENTS NOT REQUIRING APPROVAL OF PARTNERS OTHER THAN
         THE GENERAL PARTNER. Notwithstanding Section 11.5(a) or 11.5.(b), the
         General Partner shall have the power, without the consent of the
         Partners, to amend this Agreement as may be required to facilitate or
         implement any of the following purposes:

<PAGE>

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

                           (ii) to reflect the admission, substitution,
                  termination, or withdrawal of Partners in accordance with this
                  Agreement (which may be effected through the replacement of
                  Exhibit A with an amended Exhibit A);

                           (iii) to set forth the designations, rights, powers,
                  duties, and preferences of the holders of any additional
                  Partnership Interests issued pursuant to Article VI;

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

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

         The General Partner shall notify the Limited Partners when any action
under this Section 11.5(b) is taken in the next regular communication to the
Partners.

                  (c) OTHER AMENDMENTS REQUIRING CERTAIN PARTNER'S APPROVAL.
         Notwithstanding anything in this Section 11.5 to the contrary, this
         Agreement shall not be amended with respect to any Partner adversely
         affected without the consent of such Partner adversely affected if such
         amendment would (i) modify the limited liability of a Limited Partner,
         (ii) amend Article VI (except as permitted pursuant to Sections
         11.5(b)(iii) and 6.8, (iii) amend the redemption or exchange rights
         under an Other Securities Term Sheet, or (iv) amend this Section
         11.5(c). This Section 11.5(c) does not require unanimous consent of all
         classes of Partners adversely affected unless the amendment is to be
         effective against all Partners of such classes adversely affected.

                  11.6 EXECUTION OF ADDITIONAL INSTRUMENTS . Each Partner hereby
         agrees to execute such other and further statements of interest and
         holdings, designations, powers of attorney and other instruments
         necessary to comply with any laws, rules or regulations.

                  11.7 HEADINGS . The headings in this Agreement are inserted
         for convenience only and are in no way intended to describe, interpret,
         define, or limit the scope, extent or intent of this Agreement or any
         provision hereof.

                  11.8 WAIVERS . The failure of any party to seek redress for
         violation of or to insist upon the strict performance of any covenant
         or condition of this Agreement shall not prevent a subsequent act,
         which would have originally constituted a violation, from having the
         effect of an original violation.

                  11.9 RIGHTS AND REMEDIES CUMULATIVE . The rights and remedies
         provided by this Agreement are cumulative and the use of any one right
         or remedy by any party shall not preclude or waive the right to use any
         or all other remedies. Said rights and remedies are given in addition
         to any other rights the parties may have by law, statute, ordinance or
         otherwise.

<PAGE>

                  11.10 SEVERABILITY . If any provision of this Agreement or the
         application thereof to any Person or circumstance shall be invalid,
         illegal or unenforceable to any extent, the remainder of this Agreement
         and the application thereof shall not be affected and shall be
         enforceable to the fullest extent permitted by law.

                  11.11 HEIRS, SUCCESSORS AND ASSIGNS . Each and all of the
         covenants, terms, provisions and agreements herein contained shall be
         binding upon and inure to the benefit of the parties hereto and, to the
         extent permitted by this Agreement, their respective heirs, legal
         representatives, successors and assigns.

                  11.12 CREDITORS . None of the provisions of this Agreement
         shall be for the benefit of or enforceable by any creditors of the
         Partnership or of any Partner.

                  11.13 COUNTERPARTS . This Agreement may be executed in
         counterparts, each of which shall be deemed an original but all of
         which shall constitute one and the same instrument.

                  11.14 INTEGRATED AGREEMENT . This Agreement is intended to be
         the sole "partnership agreement" (within the meaning of Section 1782.01
         of the Act) of the Partnership. No document, instrument or writing
         (other than an amendment to this Agreement that complies with Section
         11.5 of this Agreement) is intended to be or shall be accorded the
         status of a "partnership agreement" within the meaning of the Act.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

                                   CERTIFICATE

         The undersigned hereby agree, acknowledge and certify that the
foregoing Agreement constitutes the Amended and Restated Limited Partnership
Agreement of Lexford Properties, L.P. adopted by the Partners of the Partnership
in order to be effective as of October 1, 1999.

ERP OPERATING LIMITED PARTNERSHIP,
an Illinois limited partnership

By:      Equity Residential Properties Trust,
         a Maryland real estate investment trust,
         its general partner

By:      /s/ Yasmina Rahal
     ------------------------------------------------
     Name:  Yasmina Rahal, Esq.
     Its:  Vice-President


Notice for Address Purposes:             c/o Equity Residential Properties Trust
                                         Two North Riverside Plaza, Suite 400
                                         Chicago, Illinois 60606
                                         Attention: General Counsel


LEXFORD PARTNERS, L.L.C.,
an Ohio limited liability company

By:      ERP Operating Limited Partnership,
         an Illinois limited partnership

By:      Equity Residential Properties Trust,
         a Maryland real estate investment trust,
         its general partner

By:      /s/ Yasmina Rahal
     ------------------------------------------------
     Name:  Yasmina Rahal, Esq.
     Its:  Vice-President


Notice for Address Purposes:             c/o Equity Residential Properties Trust
                                         Two North Riverside Plaza, Suite 400
                                         Chicago, Illinois 60606
                                         Attention: General Counsel


<PAGE>


EXHIBIT A

                        PARTNERS AND PERCENTAGE INTERESTS

<TABLE>
<CAPTION>

                       PARTNER                             PERCENTAGE INTEREST
                       -------                             -------------------
<S>                                                               <C>
      ERP  OPERATING  LIMITED  PARTNERSHIP,  AN
      ILLINOIS LIMITED PARTNERSHIP                                99.0%


      LEXFORD PARTNERS, L.L.C., AN OHIO LIMITED
      LIABILITY COMPANY                                           1.0%

</TABLE>