ex10-6.htm


    Exhibit
      10.6

     

    THE
      SECURITIES REPRESENTED BY THIS DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
      LAW
      OF ANY STATE. WITHOUT SUCH REGISTRATION, THESE SECURITIES MAY NOT BE SOLD,
      PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT ON DELIVERY TO THE PARTNERSHIP OF
      AN
      OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER OF THE PARTNERSHIP,
      IN
      ITS SOLE DISCRETION, THAT REGISTRATION IS NOT REQUIRED FOR THE TRANSFER, OR
      SUCH
      OTHER EVIDENCE SATISFACTORY TO THE GENERAL PARTNER, IN ITS SOLE DISCRETION,
      THAT
      THE TRANSFER IS NOT IN VIOLATION OF THE SECURITIES ACT OF 1933 OR ANY APPLICABLE
      STATE SECURITIES LAWS. THE SALE, PLEDGE OR OTHER TRANSFER OF THESE SECURITIES
      IS
      ALSO SUBJECT TO THE RESTRICTIONS SET FORTH IN SECTION 10 OF THIS
      DOCUMENT.

    


    


    AGREEMENT
      OF LIMITED PARTNERSHIP

    


    THIS
      AGREEMENT OF LIMITED PARTNERSHIP dated effective as of the 1st_ day of March,
      2006 (the “Effective Date”), is by and among TEXOGA TECHNOLOGIES, INC., a
      Texas corporation, as the sole General Partner, and each of the other parties
      who executes a Subscription Agreement as a Limited Partner and is accepted
      as a
      Limited Partner by the General Partner following execution of such Subscription
      Agreement.

    


    1.           Definitions.

    


    1.01.           Certain
      Defined Terms. Unless the context expressly provides otherwise, capitalized
      terms used in this Agreement shall have the meanings specified as
      follows:

    


    


    “Adjusted
      Capital Account Deficit” means, 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) credit to
      such Capital Account 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 Sections 1.704-2(g)(1) and
      1.704-2(i)(5) of the Regulations; and (ii) debit to such Capital Account the
      items described in 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)
      of the Regulations. The foregoing definition of Adjusted Capital Account Deficit
      is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d)
      of the Regulations and shall be interpreted consistently therewith.

    


    “Affiliate”
      means any person that directly or indirectly controls, is controlled by, or
      is
      under common control with the person in question, or, in the case of a
      corporation, any entity succeeding to the interest of such corporation;
provided, however, that not less than 25% of the stock, membership
      units or other ownership interests, as applicable, in such entity is held by
      one
      or more persons who had held a majority interest in such
      corporation.  As used in this definition of “Affiliate,” the term
“control” means the possession, directly or indirectly, of the power to direct
      or cause the direction of the management and policies of a person, whether
      through ownership of voting securities, by contract or otherwise. As used in
      this definition of “Affiliate,” the term “person” means any individual,
      corporation, association, partnership, joint venture, real estate investment
      trust, other trust estate or other entity or organization. The term “Affiliate”
shall also include the spouse, parents, children, grandchildren and siblings
      of
      an Affiliate, a Partner or his or her spouse, as well as a trust, partnership
      or
      corporation whose sole beneficiaries or owners are the family members described
      herein.

    


    “Agreement”
      means this Agreement of Limited Partnership as from time to time amended
      pursuant to Section 15.07.

    


    “Bankruptcy”
      means, as to any Partner, the Partner's taking or acquiescing in the taking
      of
      any action seeking relief under, or advantage of, any applicable debtor relief,
      liquidation, receivership, conservatorship, bankruptcy, moratorium, insolvency,
      rearrangement, reorganization or similar law affecting the rights or remedies
      of
      creditors generally, as in effect from time to time. For the purpose of this
      definition, the term “acquiescing” shall include, without limitation, the
      failure to file, within ten
      (10)
      days after its entry, a petition, answer or motion to vacate or to discharge
      any
      order, judgment or decree providing for any relief under any such
      law.

    


    “Capital
      Account” means, with respect to any Partner, the Capital Account maintained
      for such Person in accordance with the following provisions:

     

    (i)           To
      each Person's Capital Account there shall be credited such Person's Capital
      Contributions, such Person's distributive share of Profits and any items in
      the
      nature of income or gain which are specially allocated pursuant to Section
      5.03 or Section 5.04 of this Agreement, and the amount of any
      Partnership liabilities assumed by such Person or which are secured by any
      property distributed to such Person.

     

    (ii)           To
      each Person's Capital Account there shall be debited the amount of cash and
      the
      Gross Asset Value of any property distributed to such Person pursuant to any
      provision of this Agreement, such Person's distributive share of Losses and
      any
      items in the nature of expenses or losses which are specially allocated pursuant
      to Section 5.03 or Section 5.04 of this Agreement, and the amount
      of any liabilities of such Person assumed by the Partnership or which are
      secured by any property contributed by such Person to the
      Partnership.

     

    (iii)           In
      the event Units are Transferred in accordance with the terms of this Agreement,
      the transferee shall succeed to the Capital Account of the transferor to the
      extent it relates to the Transferred Units; and

     

    (iv)           In
      determining the amount of any liability for purposes of subparagraphs (i) and
      (ii) above there shall be taken into account Code Section 752(c) and any other
      applicable provisions of the Code and Treasury Regulations.

     

    
      
        
        

      

      
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    The
      foregoing provisions and the other provisions of this Agreement relating to
      the
      maintenance of Capital Accounts are intended to comply with Treasury Regulations
      Section 1.704-1(b), and shall be interpreted and applied in a manner consistent
      with such Treasury Regulations.  In the event the General Partner
      shall determine that it is prudent to modify the manner in which the Capital
      Accounts, or any debits or credits thereto (including, without limitation,
      debits or credits relating to liabilities which are secured by contributions
      or
      distributed property or which are assumed by the Partnership, General Partner,
      or Limited Partners), are computed in order to comply with such Treasury
      Regulations, the General Partner may make such modification; provided,
however, that it is not likely to have a material adverse effect on
      the
      amounts distributed to any Person pursuant to Section 11 of this
      Agreement upon the winding up and termination of the Partnership.  The
      General Partner also shall (i) make any adjustments that are necessary or
      appropriate to maintain equality between the Capital Accounts of the General
      Partner and Limited Partners and the amount of Partnership capital reflected
      on
      the Partnership's balance sheet, as computed for book purposes, in accordance
      with Treasury Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any
      appropriate modifications in the event unanticipated events might otherwise
      cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b);
      provided, however, that to the extent that any such adjustment is
      inconsistent with other provisions of this Agreement and would have a material
      adverse effect on any Limited Partner, such adjustment shall require the consent
      of such Limited Partner

    


    “Capital
      Contribution” means, as to any Partner, the sum of (i) the Partner's Initial
      Capital Contribution, if any, plus (ii) the Partner's Additional Capital
      Contributions, if any. “Initial Capital Contribution” means, as to any
      Partner, the contributions described in Section 4.01. “Additional
      Capital Contribution” means, as to any Partner, the contributions described
      in Section 4.02.

    


    “Code”
      means the Internal Revenue Code of 1986, as amended.

    


    "Depreciation"
      means, for each Fiscal Year, an amount equal to the depreciation, amortization,
      or other cost recovery deduction allowable for federal income tax purposes
      with
      respect to an asset for such Fiscal Year, 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 Fiscal Year, 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 Fiscal
      Year bears to such beginning adjusted tax basis; provided,
however, that if the adjusted basis for federal income tax purposes
      of an
asset
      at
      the beginning of such Fiscal Year is zero, Depreciation shall be determined
      with
      reference to such beginning Gross Asset Value using any reasonable method
      selected by the General Partner.

    


    "Distributable
      Cash" means the gross cash receipts of the Partnership less the portion
      thereof used to pay expenses and reserves for all Partnership debt payments,
      capital improvements, replacements, and contingencies, all as determined by
      the
      General Partner, including, without limitation, a reserve for purchase of raw
      materials sufficient to meet the Partnership’s needs for the entire term of the
      Partnership; provided, however, that "Distributable Cash" shall
      not be reduced by depreciation, amortization, cost recovery deductions, or
      similar allowances, and shall be increased by any reductions of reserves
      previously established pursuant to the first sentence of this
      definition.

    


    “Environmental
      Laws” means any federal, state, or local statute, code, ordinance, rule,
      regulation, permit, consent, approval, license, judgment, order, writ, judicial
      decision, common law rule, decree, agency interpretation, injunction, or other
      authorization or requirement whenever promulgated, issued, or modified,
      including the requirement to register underground storage tanks, relating to:
      (i) emissions, discharges, spills, releases or threatened releases of
      pollutants, contaminants, Hazardous Substances (as hereinafter defined),
      materials containing Hazardous Substances, or hazardous or toxic materials
      or
      wastes into ambient air, surface water, groundwater, watercourses, publicly
      or
      privately owned treatment works, drains, sewer systems, wetlands, septic systems
      or onto land; (ii) the use, treatment, storage, disposal, handling,
      manufacturing, transportation, or shipment of Hazardous Substances, materials
      containing Hazardous Substances or hazardous and/or toxic wastes, material,
      products, or by-products (or of equipment or apparatus containing Hazardous
      Substances) as defined in or regulated under the following statutes and their
      implementing regulations:  the Hazardous Materials Transportation Act,
      49 U.S.C. § 1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
§ 6901 et seq., the Comprehensive Environmental Response, Compensation and
      Liability Act, as amended by the Superfund Amendments and Reauthorization Act,
      42 U.S.C. § 9601 et seq., and/or the Toxic Substances Control Act, 15
      U.S.C. § 2601 et seq., each as amended from time to time; or (iii) otherwise
      relating to pollution or the protection of human health or the
      environment.

    


    "Family"
      means a Limited Partner's spouse, natural or adoptive lineal ancestors or
      descendants, and trusts for his or their exclusive benefit.

     

    “Fiscal
      Year” means (i) the period commencing on the effective date of this
      Agreement and ending on December 31, 2006, (ii) any subsequent twelve (12)
      month
      period commencing on January 1st and ending
      on
      December 31st,
      or (iii) any portion of the period described in clause (ii) for which the
      Partnership is required to allocate Profits, Losses, and other items of
      Partnership income, gain, loss, credit or deduction pursuant to Section
      5.

    


    “General
      Partner” means Texoga Technologies Corporation, a Texas corporation,
      together with any other person or entity who becomes the or a general partner
      of
      the Partnership pursuant to this Agreement.

    


    “General
      Partner Partnership Interest” means, as of any date, the General Partner’s
      share of the Partnership's income, gain, loss, deduction and credit and the
      right to receive distributions from the Partnership, but does not include
      (i) the right of the holder thereof to participate in the management of the
      business or affairs of the Partnership, (ii) the right of the holder thereof
      to
      consent, approve, reject or disapprove any act of the Partnership, or (iii)
      the
      right of the holder thereof to be a Partner.

    


    “General
      Partner Percentage Interest” means the percentage interest set
      forth opposite the General Partner’s name on the signature page hereof.
      Notwithstanding anything to the contrary set forth in this Agreement, the
      General Partner Percentage Interests shall until the Payout Date, in aggregate,
      constitute 10.0% of the Percentage Interests, and following the Payout Date
      shall, in aggregate, constitute 85% of the Percentage Interests. .

    


    "Gross
      Asset Value" means, with respect to any asset, the asset's adjusted basis
      for federal income tax purposes, except as follows:

     


    
      
        
        

      

      
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    (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 contributing Partner and the General Partner; provided,
however, that if the contributing Partner is the General Partner,
      the
      determination of the fair market value of a contributed asset shall require
      the
      consent of the General Partner and a Majority-in-Interest of the Limited
      Partners;

     

    (ii)           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 in
      consultation with the accounting firm regularly employed by the Partnership,
      as
      of the following times: (A) the acquisition of an additional Partnership
      Interest by any new or existing Partner in exchange for more than a de minimis
      Capital Contribution; (B) the distribution by the Partnership to the General
      Partner or Limited Partner of more than a de minimis amount of property as
      consideration for a Partnership Interest; and (C) the liquidation of the
      Partnership within the meaning of Treasury Regulations Section
      1.704-1(b)(2)(ii)(g); provided, however, that adjustments
      pursuant to clauses (A) and (B) above shall be made only at such times as the
      General Partner reasonably determines that such adjustments are necessary or
      appropriate to reflect the relative economic interests of the General Partner
      and Limited Partners in the Partnership;

     

    (iii)           The
      Gross Asset Value of any Partnership asset distributed to any General Partner
      or
      Limited Partner shall be adjusted to equal the gross fair market value of such
      asset on the date of distribution as determined by the distributee and the
      General Partner; provided, however, that if the distributee is the
      General Partner, the determination of the fair market value of the distributed
      asset shall require the consent of the General Partner and a
      Majority-in-Interest of the Limited Partners; and

     

    (iv)           The
      Gross Asset Values 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 Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (vi)
      of the definition of "Profits" and "Losses" in Section 1.01 of this
      Agreement; provided, however, that Gross Asset Values shall not be
      adjusted pursuant to this subparagraph (iv) to the extent the General Partner
      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).

     

    If
      the
      Gross Asset Value of an asset has been determined or adjusted pursuant to
      subparagraphs (i), (ii), or (iv), such Gross Asset Value shall thereafter be
      adjusted by the Depreciation taken into account with respect to such asset
      for
      purposes of computing Profits and Losses.

     

    “Hazardous
      Substances” means (i) hazardous materials, hazardous wastes, and
      hazardous substances as those terms are defined under the following statutes
      and
      their implementing regulations as they may be amended from time to
      time:  the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et
      seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the
      Comprehensive Environmental Response, Compensation and Liability Act, as amended
      by the Superfund Amendments and Reauthorization Act, 42 U.S.C. § 9601 et seq.,
      the Clean Water Act, 33 U.S.C. § 1251 et seq., the Toxic Substances Control Act,
      15 U.S.C. § 2601 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq.,
      (ii) petroleum and petroleum products including crude oil and any fractions
      thereof, (iii) natural gas, synthetic gas, and any mixtures thereof,
      (iv) asbestos and/or any material which contains any hydrated mineral
      silicate, including but not limited to chrysolite, amosite, crocidolite,
      tremolite, anthophylite and/or actinolite, whether friable or non-friable,
      (v) PCBs, or PCB-containing materials or fluids, (vi) radon,
      (vii) any other hazardous radioactive, toxic or noxious substance,
      material, pollutant, or solid, liquid, or gaseous waste, and (viii) any
      substance with respect to which a federal, state, or local agency requires
      environmental investigation, monitoring, or remediation.

    


    “Limited
      Partners” means (i) each of the parties who executes a Subscription
      Agreement as a limited partner of the Partnership and is accepted as a limited
      partner of the Partnership by execution of such Subscription Agreement by the
      General Partner, together with (ii) any other person or entity who becomes
      a
      Limited Partner pursuant to this Agreement. “Limited Partner” means one
      of the Limited Partners.

    


    “Limited
      Partner Partnership Interest” means, as of any date, a Limited Partner’s
      share of the Partnership's income, gain, loss, deduction and credit and the
      right to receive distributions from the Partnership, but does not include
      (i) the right of the holder thereof to participate in the management
      of the business or affairs of the Partnership, (ii) the right of the holder
      thereof to consent, approve, reject or disapprove any act of the Partnership,
      or
      (iii) the right of the holder thereof to be a Partner.

    


    “Limited
      Partner Percentage Interests” means the percentage interests of the
      Limited Partners in aggregate. Each Limited Partner shall have an initial
      Limited Partner Percentage Interest determined by the General Partner by
      dividing such Limited Partner’s Initial Capital Contribution by the total sum
      contributed by all Limited Partners pursuant to Section 4.01 of this
      Agreement. Each Limited Partner’s initial Limited Partner Percentage Interest
      shall be as set forth in the space provided immediately below the space provided
      for the General Partner’s acceptance of a subscription located on the signature
      page of the Subscription Agreement. “Limited Partner Percentage
      Interest” means, with respect to any Limited Partner, the percentage
      interest held by such Limited Partner. Notwithstanding anything to the contrary
      set forth in this Agreement or any adjustment made to any Limited Partner’s
      initial or subsequent Limited Partner Percentage Interest, the Limited Partner
      Percentage Interests shall, in aggregate, constitute 90% of the Percentage
      Interests until the date immediately preceding the Payout Date, and beginning
      upon the Payout Date and thereafter shall constitute 15% of the Percentage
      Interests.

    


    “Lender”
      means such lender selected by the General Partner, in its sole discretion, to
      make the Loan or any Refinance Loan.

    


    “Liquidator”
      means the person or persons who liquidate the Partnership pursuant to Section
      12.

    


    “Loan”
      means any loan to be obtained from a third party lender to cover expenses
      relating to the Projects and supplement the Partner’s Capital Contributions, on
      such terms and conditions as are proposed by the General Partner in good faith
      and approved by a Majority-in-Interest of the Limited Partners.  The
      Loan may be secured by a lien against the Projects as well as such other
      Partnership property as may be required by the lender in order to secure the
      Loan.

    


    
      
        
        

      

      
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    "Majority-In-Interest
      of the Limited Partners" means Limited Partners holding in aggregate
      fifty-one percent (51%) or more of the Limited Partner
      Percentage Interests, or, where a percentage greater than 51% is expressly
      set
      forth herein for Limited Partner approval of the taking of a specific action
      by
      the Partnership, such stated higher percentage.

    


    “Memorandum”
      means that certain Confidential Offering Memorandum dated March __, 2006,
      relating to the Offering by the Partnership.

    


    “Net
      Cash from Operations” means the net cash proceeds from the operation of the
      Partnership's business less the portion thereof used to establish reasonable
      reserves for or to pay Partnership expenses, debt payments and capital
      expenditures. “Net Cash from Operations” shall not include any cash proceeds
      which constitute Net Cash from Sale or Refinancing, shall not be reduced by
      depreciation, cost recovery, amortization or similar noncash deductions, and
      shall be increased by any reduction of reserves previously established by the
      General Partner.

    


     “Net
      Cash from Sale or Refinancing” means the net cash proceeds from all sales
      and other dispositions (other than in the ordinary course of business) any
      one
      or more of the Projects and any Refinance Loans, less any portion thereof used
      to establish reserves, all as reasonably determined by the General Partner.
“Net
      Cash from Sale or Refinancing” shall include all principal and interest payments
      with respect to any note or other obligation received by the Partnership in
      connection with sales and other dispositions (other than in the ordinary course
      of business) of any one or more of the Projects.

    


    “Nonrecourse
      Deductions” has the meaning set forth in Section 1.704-2(b)(1) of the
      Regulations.

    


    “Nonrecourse
      Liability” has the meaning set forth in Section 1.704-2(b)(3) of the
      Regulations.

    


    “Offering”
      means the offering of Limited Partnership Interests pursuant to the
      Memorandum.


    
      
        
        

      

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

    


    “Partner
      Nonrecourse Debt 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 Section 1.704-2(i)(3) of the
      Regulations.

    


    “Partner
      Nonrecourse Deductions” has the meaning set forth in Sections 1.704-2(i)(1)
      and 1.704-2(i)(2) of the Regulations.

    


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

    


    “Partnership”
      means the limited partnership formed pursuant to this Agreement.

    


    “Partnership
      Interests” means the Limited Partner Partnership Interests and the General
      Partner Partnership Interest. “Partnership Interest” means a Limited
      Partner Partnership Interest or the General Partner Partnership
      Interest.

    


    “Partnership
      Minimum Gain” has the meaning set forth in Sections 1.704-2(b)(2) and
      1.704-2(d) of the Regulations.

    


    “Payout
      Date” shall mean the earliest date at which the positive
      balance of the Unreturned Capital Contribution and Preferred Return of each
      Limited Partner has been reduced to $0.00

    


    “Percentage
      Interests” means the Limited Partner Percentage Interests and the General
      Partner Percentage Interest. “Percentage Interest” means, (A) from
      inception of the Partnership until the date immediately preceding the Payout
      Date, (i) for each Limited Partner, his Limited Partner Percentage Interest
      multiplied by 90.0% and (ii) for the General Partner, 10.0%, and (B) beginning
      upon the Payout Date and thereafter, (i) for the General Partner, 85% and (ii)
      for each Limited Partner, his Limited Partner Percentage Interest multiplied
      by
      15.0%

    


    "Person"
      means any individual, partnership (whether general or limited and whether
      domestic or foreign), limited liability company, corporation, trust, estate,
      association, custodian, nominee or other entity.

     

    “Preferred
      Return” means an amount equal to one times (1x) the Initial Capital
      Contributions of the Limited Partners.

     

    “Profits"
      and "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" and "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
      Regulations 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"
      and "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
      subparagraphs (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;

     


    
      
        
        

      

      
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    (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, computed in accordance
      with the definition of "Depreciation";

     

    (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 Regulations 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 complete liquidation of a Partner's or Limited Partner's Interest,
      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 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)           Any
      items which are specially allocated pursuant to Section 5.03 or
Section 5.04 of this Agreement shall not be taken into account in
      computing Profits or Losses.

     

    The
      amounts of the items of Partnership income, gain, loss or deduction available
      to
      be specially allocated pursuant to Section 5.03 or Section 5.04 of
      this Agreement shall be determined by applying rules analogous to those set
      forth in subparagraphs (i) through (vi) above.

     

    “Projects”
      means the biodiesel-fueled electrical power generation projects (whether one
      or
      more) to be constructed and operated by the Partnership, which projects are
      expected to produce refundable credits against excise taxes pursuant to Code
      Section 6426 (or equivalent payments under Code Section 6427(e)), or in the
      alternative biodiesel fuels tax credits pursuant to Code Section 40A
“Project” means one of the Projects.

    


    “Refinance
      Loan” means any loan or loans obtained by the General Partner on behalf of
      the Partnership to refinance a Loan or any prior Refinance Loan, on such terms
      and conditions as are acceptable to the General Partner. Any Refinance Loan
      may
      be secured by a lien against any one or more of the Projects, shall be at
      current market rates and current market terms and conditions, and may include
      all amounts necessary to pay off the Loan (or a prior Refinance Loan if
      applicable), all costs and expenses in obtaining such Refinance Loan, and such
      other amounts as determined by the General Partner in its sole discretion.
      Any
      Refinance Loan shall be on such terms and conditions as are acceptable to the
      General Partner, in its sole and absolute discretion, without the joinder of
      the
      Limited Partners; provided; however, that such Refinance Loan
      shall be non-recourse as to the Limited Partners.

    


    “Regulations”
      mean those regulations promulgated under the Code.

    


    “Standard
      Rate” means a per annum rate of interest equal to ten percent (10.0%),
      compounded annually.

    


    “Subscription
      Agreement” means and refers to a Subscription Agreement, substantially in
      the form included as part of the Memorandum and which shall be entered into
      and
      executed by each Limited Partner and accepted by the General Partner as a
      condition precedent to the admission of each Limited Partner to the
      Partnership.

    


    “Syndication
      Expenses” means all expenditures classified as syndication expenses pursuant
      to Section 1.709-2(b) of the Regulations in connection with the Offering.
      Syndication Expenses shall be taken into account under this Agreement at the
      time they would be taken into account under the Partnership's method of
      accounting if they were deductible expenses.

    


    “Tax
      Matters Partner” means the entity so designated in Section 7.05 of
      this Agreement.


    
      
        
        

      

      
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    “Texas
      Limited Partnership Law” means Chapters 151, 153, and 154 of the Texas
      Business Organizations Code (“BOC”), and the provisions of BOC Title 1 to the
      extent applicable to limited partnerships, all as from time to time
      amended.

    


    "Transfer"
      means, as a noun, any voluntary or involuntary transfer, sale, pledge,
      hypothecation, or other disposition and, as a verb, voluntarily or involuntarily
      to transfer, sell, pledge, hypothecate, or otherwise dispose of.

     

    “Unit”
      shall mean the units of Limited Partner Partnership Interests sold by the
      Partnership in connection with the Offering, each Unit representing an Initial
      Capital Contribution by a Limited Partner of $1,000.

     

    “Unreturned
      Capital Contribution” means, as of any day, a Partner's Capital Contribution
      adjusted as follows: (i) increased by the amount of any Partnership liabilities
      which, in connection with distributions pursuant to Section 6.01, are
      assumed by such Partner or are secured by any Partnership property distributed
      to such Partner; and (ii) reduced by the amount of cash and the fair market
      value (as determined by the General Partner) of any Partnership property
      (including excise tax or income tax credits, or related payment rights,
      if
      any, as may be  distributed to such Partner at the stated value of
      such credits or payment rights (i.e., $0.50 per gallon of biodiesel, or $1.00
      per gallon of agri-biodiesel, earned by the Partnership in operation of the
      Project pursuant to Code Section 6426(c), 6427(e), or 40A), or such other value
      for such credits as may be agreed upon by all Partners) distributed to such
      Partner pursuant to Section 6.01 and the amount of any liabilities of
      such Partner assumed by the Partnership or which are secured by any property
      contributed by such Partner to the Partnership. In the event any Person
      transfers all or any portion of his or her Interest, the transferee shall
      succeed to the Unreturned Capital Contribution of the transferor to the extent
      it relates to the transferred Interest.

    


    1.02.           Other
      Defined Terms.  Other capitalized terms in this Agreement shall
      have the meanings given to them herein.

    


    2.           Formation
      of Partnership.

    


    2.01.           Formation.  The
      Partners hereby form the Partnership pursuant to the Texas Limited Partnership
      Law. The General Partner shall promptly execute any certificate or certificates
      required by law to be filed in connection with the formation of the Partnership,
      shall cause such certificate or certificates to be filed in the appropriate
      records, and shall comply with all other legal requirements for the operation
      of
      the Partnership.  Except as herein stated, the Texas Limited
      Partnership Law shall govern the rights and liabilities of the
      Partners.

    


    2.02.           Name.  The
      name of the Partnership shall be “TEXOGA BIO FUELS 2006-2, LTD.” and the
      business of the Partnership shall be conducted under that name.

    


    2.03.           Principal
      Office.  The principal office of the Partnership shall be located
      at 9390 Forest Lane, Conroe, Texas 77385 or at such other place or places as
      the
      General Partner may from time to time determine.

    


    2.04.           Term.  This
      Agreement shall be effective and the Partnership shall begin upon the date
      the
      certificate is filed as required under Section 2.01, and this Agreement
      shall continue until the date the Partnership is dissolved under Section
      11 and thereafter, to the extent provided by applicable law, until wound
      up
      and terminated under Section 12.

    


    3.           Purposes;
      Powers of the Partnership.

    


    3.01.           Purposes.
      The Partnership's business and purpose is (a) to, acquire, own, operate, lease,
      improve, manage, encumber, assign, transfer, mortgage, pledge and hold, the
      Projects, and to possibly sell the Project(s), and such activities as are
      necessary, incidental or appropriate in connection therewith, and (b) to
      exercise all powers enumerated in the Texas Limited Partnership Law necessary
      or
      convenient to the conduct, promotion or attainment of the business or purposes
      otherwise set forth herein. By signing this Agreement, the Partners acknowledge
      and agree that the primary objective of the Partnership is the operation of
      the
      Project(s).


    
      
        
        

      

      
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    3.02.           General
      Powers. The Partnership shall have the power to enter into all transactions
      and activities which in the opinion of the General Partner may be necessary
      or
      incidental to accomplish or implement the business or purposes of the
      Partnership as set forth in Section 3.01, directly or indirectly, in its
      own name or in the name of, or by or through, one or more agents, or other
      entities that may be formed from time to time as determined by the General
      Partner in its sole discretion.

    


    4.           Partnership
      Capital.

    


    4.01.           Initial
      Capital Contributions.  

    


    (a)            General
      Partner. The General Partner has previously licensed to the Partnership on a
      non-exclusive basis the General Partner's right, title, and interest in and
      to
      the Projects (the “Project Rights”), in perpetuity (or for the longest
      period of time otherwise permitted by law) as the General Partner's Capital
      Contribution. The General Partner hereby restates its acknowledgment that the
      Partnership has succeeded to the General Partner's right, title, and standing
      to
      (i) receive all rights and benefits pertaining to the Project Rights, (ii)
      institute and prosecute all suits and proceedings and take all actions that
      the
      Partnership, in its sole discretion, may deem necessary or proper to collect,
      assert, or enforce any claim, right, or title of any kind in and to any and
      all
      of the Project Rights, and (iii) defend and compromise any and all such actions,
      suits, or proceedings relating to such transferred and assigned rights, title,
      interest, and benefits, and do all other such acts and things in relation
      thereto as the Partnership, in its sole discretion, deems
      advisable.  The General Partner shall execute and deliver, from time
      to time after the date hereof, such further instruments, and take such further
      actions, as may be necessary or desirable to evidence more fully the license
      of
      the Project Rights to the Partnership. The General Partner, restates its
      agreement to execute, acknowledge, and deliver any affidavits or documents
      of
      license or similar instruments regarding the Project Rights, provide testimony
      in connection with any proceeding affecting the right, title, interest, or
      benefit of the Partnership and to the Project Rights, and perform any other
      acts
      deemed necessary to carry out the intent of this Agreement. The General
      Partner’s interest in the Partnership shall be a "profits interest" and shall
      comply in all material respects with the requirements set forth in Revenue
      Procedure 93-27. Accordingly, the Partners agree that as of the date hereof,
      the
      Gross Asset Value of the Partnership's assets is the sum of the Capital
      Contributions of the Limited Partners. The Partners further agree that as of
      the
      date hereof, the liquidation value of the General Partner’s Partnership Interest
      is $0.00.

     

    (b)            Limited
      Partners. The Partners acknowledge and agree that each Limited Partner has
      made an initial contribution to the capital of the Partnership (an “Initial
      Capital Contribution”) in the amount of $1,000 cash per Unit, as set forth
      in the Subscription Agreement accepted by the General Partner. The aggregate
      amount of the Initial Capital Contributions made by all Limited Partners shall
      be in an amount of at least $1,500,000, up to a maximum of
      $3,500,000.

    


    (i)           Uses
      of Initial Capital Contributions. The Initial Capital Contributions shall be
      used by the Partnership for the purchase of equipment necessary to implement
      the
      Projects, the purchase of raw materials sufficient to begin operation of the
      Projects, and for such other purposes as are outlined in the
      Memorandum.

    


    (ii)          Minimum
      Subscription Required to Close Offering.  In order to have
      sufficient funds to begin operation of the Projects, it is not necessary to
      fully subscribe 100% of the Units. Therefore, as long as the General Partner
      has
      obtained subscriptions for at least $1,500,000, the Partnership shall be
      authorized to admit the subscribing Limited Partners to the Partnership and
      to
      begin to implement the Projects. In such event, the General Partner shall
      continue to sell the remaining Limited Partnership Interests in the Partnership
      after the closing of the initial segment of the Offering The General Partner
      shall continue to sell the remaining Limited Partnership Interests until the
      earlier to occur of (A) the subscription of all Limited Partnership Interests;
      (B) the latest date of termination of the Offering (including any rights of
      extension granted the General Partner) as set forth in the Memorandum; or (C)
      the decision of the General Partner that it has sold all the Limited Partnership
      Interests it can sell.

    


    4.02.           Subsequent
      Capital Contributions; Advances by Partners. No Partner shall be obligated
      to make any Capital Contribution to the Partnership other than the Capital
      Contribution as set forth for such Partner on Schedule A attached
      hereto.  If the Partnership does not have sufficient cash to pay its
      obligations, any Partners that may agree to do so with the consent of the
      General Partner may advance
      all or part of the needed funds to or on behalf of the
      Partnership.  An advance described in this Section 4.02 shall
      constitute a loan from the advancing Partner to the Partnership, shall bear
      interest at the Standard Rate from the date of the advance until the date of
      payment, and shall not be a Capital Contribution.

    


    
      
        
        

      

      
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    4.03.           Return
      of Capital Contributions.  Except as otherwise provided in this
      Agreement or in the Texas Limited Partnership Law, no Partner shall demand
      or
      receive a return of his Capital Contributions or withdraw from the Partnership
      without the consent of all Partners. Under circumstances requiring a return
      of
      any Capital Contributions, no Partner shall have the right to receive property
      other than cash except as may be specifically provided herein. No Partner shall
      receive any interest, salary or drawing with respect to his Capital
      Contributions or his Capital Account or for services rendered on behalf of
      the
      Partnership or otherwise in his capacity as the General Partner or Limited
      Partner, except as otherwise provided in this Agreement. Provided that the
      Limited Partners act in accordance with this Agreement, no Limited Partner
      shall
      be liable for the debts, liabilities, contracts, or any other obligations of
      the
      Partnership.  Except as otherwise provided by any other agreements
      among the Partners or mandatory provisions of applicable state law, a Limited
      Partner shall be liable only to make his Capital Contributions set forth in
      Section 4.01 herein and shall not be required to lend any funds to
      the Partnership or, after such Capital Contributions have been made, to make
      any
      subsequent or additional Capital Contributions to the Partnership. The General
      Partner shall have no personal liability for the repayment of any Capital
      Contributions of any Limited Partner.

    


    5.           Allocations.

    


    5.01           Allocation
      of Profits. After giving effect to the special allocations set forth in
Sections 5.03 and 5.04, Profits for each Fiscal Year shall be
      allocated among the Partners as follows:

    


    (a)           First,
      to the Limited Partners until the cumulative Profits allocated pursuant to
      this
Section 5.01(a) are equal to the cumulative Losses allocated pursuant to
Section 5.02(a)(iii)(B) for all prior periods; and

    


    (b)           Then,
      the balance, if any, to the Partners in accordance with their respective
      Percentage Interests.

    


    5.02           Allocation
      of Losses. After giving effect to the special allocations set forth in
Section 5.03 and 5.04, Losses for each Fiscal Year shall be
      allocated among the Partners as set forth in this Section
      5.02.

    


    (a)           After
      giving effect to the special allocations set forth in Sections 5.03 and
5.04, Losses for each Fiscal Year shall be allocated among the
      Partners
      as follows:

    


    (i)           
      First, to the extent Profits have been allocated pursuant to Section
      5.01(c), Losses shall be allocated to the Partners in accordance with their
      respective Percentage Interests in an amount equal to the excess, if any, of
      (A)
      the cumulative Profits allocated pursuant to Section 5.01 for all prior
      Fiscal Years over (B) the cumulative Losses allocated pursuant to this
Section 5.02(a)(i) for all prior Fiscal Years;

    


    (ii)           Then,
      to the extent income or gain has been allocated to Limited Partners pursuant
      to
Section 5.03(h), Losses shall be allocated to the Limited Partners in an
      amount equal to the excess, if any, of (A) the cumulative income or gain
      allocated pursuant to Section 5.03(h) for all prior Fiscal Years over (B)
      the cumulative Losses allocated pursuant to this Section 5.02(a)(ii) for
      all prior Fiscal Years;

    


    (iii)          Then,
      except as provided in Section 5.02(b), Losses shall be allocated: (A)
      first, to the Limited Partners having positive Capital Account balances, in
      proportion to their respective Capital Account balances until each of their
      Capital Account balances are reduced to zero; and (B)  the balance, if
      any, to the Partners in accordance with their respective Percentage
      Interests.

    


    (b)           Notwithstanding
      anything to the contrary set forth in this Agreement, the Losses allocated
      pursuant to Section 5.02(a)(i)-(iv) shall not exceed the maximum amount
      of Losses that can be
      so
      allocated without causing any Partner to have an Adjusted Capital Account
      Deficit at the end of any Fiscal Year. In the event some but not all of the
      Partners would have an Adjusted Capital Account Deficit as a consequence of
      an
      allocation of Losses pursuant to such Sections, the limitations set forth in
      this Section 5.02(b) shall be applied on a Partner by Partner basis so as
      to allocate the maximum permissible loss to each Partner under the
      Regulations.

    


    
      
        
        

      

      
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    5.03.           Special
      Allocations.  The following special allocations shall be made in
      the following order:

    


    (a)           Minimum
      Gain Chargeback.  Except as otherwise provided in Section
      1.704-2(f) of the Regulations, notwithstanding any other provision of this
      Section 5, 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 Fiscal Year (and, if necessary, subsequent Fiscal
      Years) in an amount equal to such Partner's share of the net decrease in
      Partnership Minimum Gain, determined in accordance with Section 1.704-2(g)
      of
      the Regulations. 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 Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This
Section 5.03(a) is intended to comply with the minimum gain chargeback
      requirement in Section 1.704-2(f) of the Regulations and shall be interpreted
      consistently therewith.

    


    (b)           Partner
      Minimum Gain Chargeback.  Except as otherwise provided in Section
      1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this
      Section 5, if there is a net decrease in Partner Nonrecourse Debt
      Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership
      Fiscal Year, each Person who has a share of the Partner Nonrecourse Debt Minimum
      Gain attributable to such Partner Nonrecourse Debt, determined in accordance
      with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated
      items of Partnership income and gain for such Fiscal Year (and, if necessary,
      subsequent Fiscal Years) in an amount equal to such Person's share of the net
      decrease in Partnership Nonrecourse Debt Minimum Gain attributable to such
      Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4)
      of
      the Regulations.  Allocations pursuant to the previous sentence shall
      be made in proportion to the respective amounts required to be allocated to
      each
      General Partner and Limited Partner pursuant thereto.  The items to be
      so allocated shall be determined in accordance with Sections 1.704-2(i)(4)
      and
      1.704-2(j)(2) of the Regulations. This Section 5.03(b) is intended to
      comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4)
      of
      the Regulations and shall be interpreted consistently therewith.

    


    (c)           Qualified
      Income Offset. In the event any Limited Partner unexpectedly receives
      any adjustments, allocations, or distributions described in Sections
      1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
      1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Partnership
      income and gain shall be specially allocated to such Limited Partner in an
      amount and manner sufficient to eliminate, to the extent required by the
      Regulations, the Adjusted Capital Account Deficit of such Limited Partner as
      quickly as possible; provided, however, that an allocation
      pursuant to this Section 5.03(c) shall be made only if and to the extent
      that such Limited Partner would have an Adjusted Capital Account Deficit after
      all other allocations provided for in this Section 5 have been
      tentatively made as if this Section 5.03(c) were not in the
      Agreement.

    


    (d)           Gross
      Income Allocation. In the event any Limited Partner has a deficit
      Capital Account at the end of any Fiscal Year that is in excess of the sum
      of
      (i) the amount such Limited Partner is obligated to restore pursuant to any
      provision of this Agreement, and (ii) the amount such Limited Partner is deemed
      to be obligated to restore pursuant to the penultimate sentences of Sections
      1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, such Limited Partner shall
      be specially allocated items of Partnership income and gain in the amount of
      such excess as quickly as possible; provided, however, that an
      allocation pursuant to this Section 5.03(d) shall be made only if and to
      the extent that such Limited Partner would have a deficit Capital Account in
      excess of such sum after all other allocations provided for in this
Section 5 have been tentatively made as if Section 5.03(c) of
      this Agreement and this Section 5.03(d) were not in this
      Agreement.

    


    (e)           Nonrecourse
      Deductions.  All Nonrecourse Deductions for any Fiscal Year shall
      be specially allocated among the Partners in proportion to their Percentage
      Interests.


    
      
        
        

      

      
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    (f)           Partner
      Nonrecourse Deductions.  Any Partner Nonrecourse Deductions for
      any Fiscal Year shall be specially allocated to the Partner who bears the
      economic risk of loss with respect to the Partner Nonrecourse Debt to which
      such
      Partner Nonrecourse Deductions are attributable in accordance with Section
      1.704-2(i)(1) of the Regulations.

    


    (g)           Section
      754 Adjustments.  To the extent an adjustment to the adjusted tax
      basis of any Partnership asset pursuant to Sections 734(b) or 743(b) is
      required, pursuant to Section 1.704-1(b)(2)(iv)(m)(2) or Section
      1.704-1(b)(2)(iv)(m)(4) of the Regulations, to be taken into
      account in determining Capital Accounts as the result of a distribution to
      a
      General Partner or Limited Partner in complete liquidation of his interest
      in
      the Partnership, the amount of such adjustment to 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 Section 1.704-1(b)(2)(iv)(m)(2) of
      the Regulations applies, or to the Partner to whom such distribution was made
      in
      the event that Section 1.704-1(b)(2)(iv)(m)(4) of the Regulations
      applies.

    


    (h)           Limited
      Partner Preferred Return Allocations. All or a portion of the remaining
      items of Partnership income or gain for the Fiscal Year, if any, shall be
      specially allocated to the Limited Partners until the cumulative allocations
      to
      the Limited Partners pursuant to this Section 5.03(h) for the current and
      all previous Fiscal Years is equal to the lesser of: (i) the sum of the Losses
      allocated to the Limited Partners pursuant to Section 5.02(a)(ii) of this
      Agreement for all previous Fiscal Years, if any, and the cumulative
      distributions paid to the Limited Partners pursuant to Sections 6.01 and
12.03(b) of this Agreement from the commencement of the Partnership
      to a
      date sixty (60) days after the end of such Fiscal Year; or (ii) the excess,
      if
      any, of Profits over Losses for the current and all Fiscal Years (solely for
      this purpose, Profits and Losses for all Fiscal Years shall be computed as
      if
Section 5.03 were not part of this Agreement).

    


    (i)           Syndication
      Expenses.  Syndication Expenses for any Fiscal Year shall be
      specially allocated to the Partners in proportion to their Percentage Interests;
      provided, however, that, if additional Limited Partners are
      admitted to the Partnership on different dates, all Syndication Expenses shall
      be divided among the Partners from time to time so that, to the extent possible,
      the cumulative Syndication Expenses allocated with respect to each Partnership
      Interest at any time is the same amount. In the event the General Partner shall
      determine that such result is not likely to be achieved through future
      allocations of Syndication Expenses, the General Partner may allocate other
      items of income, gain, deduction, or loss so as to achieve the same effect
      on
      the Capital Accounts of the Partners.

    


    5.04.           Curative
      Allocations.  The allocations required by Section 5.02 and
Section 5.03 of this Agreement (the “Regulatory Allocations”) are
      intended to comply with certain requirements of the Regulations.  It
      is the intent of the Partners that, to the extent possible, all Regulatory
      Allocations will be offset either with other Regulatory Allocations or with
      special allocations of other items of Partnership income gain, loss, or
      deduction pursuant to this Section 5.04. Therefore, notwithstanding any
      other provision of this Section 5 (other than the Regulatory
      Allocations), the General Partner shall make such offsetting special allocations
      in whatever manner it determines appropriate so that, after such offsetting
      allocations are made, each Partner's Capital Account balance is, to the extent
      possible, equal to the Capital Account balance such Partner would have had
      if
      the Regulatory Allocations were not part of the Agreement and all Partnership
      items were allocated pursuant to Section 5.01.  In exercising
      its discretion under this Section 5.04, the General Partner shall take
      into account future Regulatory Allocations under Sections 5.03(a) and
5.03(b) that, although not yet made, are likely to offset other
      Regulatory Allocations previously made under Sections 5.03(e) and
5.03(f).

     

                                   
      5.05.           Tax
      Allocations. In accordance with Section 704(c) of the Code and the
      Regulations thereunder, income, gain, loss, and deduction with respect to any
      property contributed to the capital of the Partnership shall, solely for income
      tax purposes, be allocated among the Partners so as to take into account any
      variation between the adjusted basis of such property to the Partnership for
      federal income tax purposes and its agreed value as set forth in this agreement
      or in any document entered into at the time an additional contribution is made
      to the Partnership. Any elections or other decisions relating to such
      allocations shall be made by vote of the Partners. Allocations pursuant to
      this
      section relating to tax allocations are solely for purposes of federal, state,
      and local income taxes and shall not affect, or in any
      way
      be taken into account in computing, any Partner's Percentage Interest, Capital
      Account, or share of the Partnership's profits and losses, or other items,
      or of
      distributions, pursuant to any provision of this Agreement.

    


    
      
        
        

      

      
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    5.06.           Allocations
      on Transfer.  Income, gain, loss, deduction or credit attributable
      to any Partnership interest which has been transferred shall be allocated
      between the assignor and the assignee as follows: (a) for the months prior
      to
      the transfer, to the assignor; (b) for the months subsequent to the transfer,
      to
      the assignee; and (c) for the month of the transfer, to the assignee if the
      transfer occurs on or before the 15th day of such month and to the assignor
      if
      occurring thereafter.  For purposes of the above allocation,
      Partnership Profit, Loss, income, gains, losses, deductions and credits shall
      be
      allocated equally among the months of the Fiscal Year without regard to
      Partnership operations during such months.

    


    5.07.           Division
      Among Limited Partners. All Profits, Losses and items of income, gain, loss,
      credit and deduction to the Limited Partners shall be allocated among them
      in
      proportion to their respective Limited Partner Percentage Interests in effect
      during the applicable time period(s).

    


    5.08.           Tax
      Exempt Partners. Notwithstanding the foregoing allocations, if any
      such allocation would cause the Partnership’s allocations to violate Section
      514(c)(9)(E)(vi) of the Code (incorporating by reference the “substantial
      economic effect” requirement of Section 1.704-1(b)(2)) of the Treasury
      Regulations) then such allocation shall not be made; provided,
however, that (a) the failure to make such allocation is not reasonably
      expected to result in a material adverse change to the Partnership’s cash
      distributions to any Partner, and (b) to the maximum extent possible and subject
      to the requirement of this Section 5.08, such allocation shall be made in
      a subsequent period. The General Partner shall use commercially reasonable
      efforts to structure the operations of the Partnership in a manner so as to
      avoid the recognition of any substantial amount of UBTI by any tax exempt
      partner.

    


    5.09           Tax
      Credit Allocations. All federal income tax credits or related payment rights
      generated with respect to the Partnership’s property or operations shall be
      allocated and distributed among the Partners in accordance with their respective
      Percentage Interests for the Fiscal Year or other period during which the
      expenditure, production, sale or other event giving rise to such credits occurs.
       This Section 5.09 is intended to comply with the applicable tax
      credit allocation principles of Regulations Section 1.704-1(b)(4)(ii) and
      shall be interpreted consistently therewith.

    


    6.           Distributions.

    


    6.01.           Distributions
      of Net Cash from Operations and Net Cash from Sale or
      Refinancing.

    


    (a)
      Except as otherwise provided in Section 12.03, Net Cash from Operations,
      if any, shall be distributed, periodically in the discretion of the General
      Partner, to the Partners in accordance with their respective Percentage
      Interests.

    


    (b)
      Except as otherwise provided in Section 12.03, Net Cash from Sale or
      Refinancing, if any, shall be distributed, periodically in the discretion of
      the
      General Partner, in the following order and priority:

     

    (i)            
      First, to the Limited Partners, an amount equal to the accrued but unpaid
      Limited Partner Preferred Return;

    


    (ii)           
      Then, to the Limited Partners, an amount equal to their Unreturned Capital
      Contributions; and

    


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

    


    


    6.02.           Tax
      Distributions. The General Partner may in its sole discretion, but shall not
      be obligated to, cause the Partnership to distribute to each Partner within
      ninety (90) days after the end of each
      taxable year of the Partnership (the "Tax Distribution Date"), an amount
      equal to the excess of (i) the federal income tax liability of a Partner arising
      from allocations made pursuant to Section 5.01(c) from the inception of
      the Partnership to the end of the relevant taxable year, over (ii) all
      distributions previously made to such Partner pursuant to Section 6.01
      from the inception of the Partnership to the Tax Distribution Date. The amount
      distributable to each Partner under this Section 6.02, if any, shall be
      determined by the General Partner taking into account the maximum federal tax
      rate applicable to individuals (regardless of whether such Partner is an
      individual, corporation, partnership, trust or other entity) on ordinary income
      and capital gain, as applicable, and the amount thereof so allocated to each
      such Partner. The amounts distributed to a Partner under this Section
      6.02 shall be treated as an advance of any distributions to which such
      Partner would otherwise be entitled under Sections 6.01 and the amounts
      otherwise distributable to a Partner pursuant to Sections 6.01 shall be
      reduced by the amount distributed pursuant to this Section
      6.02.

    


    6.03.            Amounts
      Withheld.  All amounts withheld or required to be withheld
      pursuant to the Code or any provision of any state, local or foreign tax law
      with respect to any payment, distribution or allocation to the Partnership,
      the
      Limited Partners and treated by the Code (whether or not withheld pursuant
      to
      the Code) or any such tax law as amounts payable by or in respect of any Limited
      Partner or any person owning an interest, directly or indirectly, in such
      Limited Partner shall be treated as amounts distributed to the Limited Partner
      with respect to which such amount was withheld pursuant to this Section 6
      for all purposes under this Agreement.  The General Partner is
      authorized to withhold from distributions, or with respect to allocations,
      to
      the Partners and to pay over to any federal, state, local or foreign government
      any amounts required to be so withheld pursuant to the Code or any provisions
      of
      any other federal, state, local or foreign law and shall allocate any such
      amounts to the Partners with respect to which such amount was
      withheld.

    


    
      
        
        

      

      
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    6.04           Division
      Among Limited Partners. All distributions to the Limited Partners shall be
      divided among them in proportion to their respective Limited Partner Percentage
      Interests in effect during the applicable time period(s).

    


    7.           Bank
      Accounts, Books of Account, Reports and Fiscal Year.

    


    7.01.           Bank
      Account; Investments.  The General Partner shall establish one or
      more separate bank accounts into which all Partnership funds shall be
      deposited.  Funds deposited by the Partnership into such bank accounts
      may be withdrawn only by the General Partner in furtherance of the business
      of
      the Partnership or for distribution to the Partners pursuant to this Agreement;
      provided, however, that pending the withdrawal of such funds for
      such purposes, such funds may be invested in such manner as the General Partner
      may determine.

    


    7.02.           Books
      and Records.

    


    (a)           In
      General.  The General Partner shall keep books and records of the
      Partnership using a method consistent with that described in Section 1.704-1(b)
      of the Regulations. Income, gain, loss and deduction of the Partnership
      (including income and gain exempt from tax and expenditures not deductible
      in
      computing the Partnership's taxable income) shall be computed based on the
      book
      value of the Partnership's property using the same methods (e.g., cash or
      accrual accounting, or straight line or accelerated depreciation) as are used
      in
      computing the Partnership's taxable income.

    


    (b)           Computation
      of Taxable Income of the Partnership and the Partners.  If the
      book value of the Partnership's property equals the adjusted tax basis of such
      Partnership property, each Partner's distributive share of income, gain, loss
      or
      deduction with respect to such property, for federal income tax purposes, shall
      be the same as the income, gain, loss or deduction with respect to such property
      as determined under Section 7.02(a).

    


    (c)           Book
      Value of Partnership Property.  The initial book value of
      Partnership property shall be the cost of such property or, if such property
      is
      contributed to the Partnership, the fair market value at the time of
      contribution. The initial book value shall be appropriately adjusted for
      depreciation, depletion or write-off.  The book value of the
      Partnership's property shall be further adjusted when required pursuant to
      this
      Agreement and the provisions of Section 1.704-1(b) of the
      Regulations.


    
      
        
        

      

      
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    (d)           Access
      to Partnership Books and Records.  The books and records of the
      Partnership shall be maintained at the Partnership's principal place of business
      and all Partners shall be allowed reasonable access to such records for any
      proper purpose.

    


    (e)           Method
      of Accounting.  The books of the Partnership, for both tax and
      financial reporting purposes, shall be kept using the method of accounting
      selected by the General Partner.

    


    7.03.           Determination
      of Profit, Loss, Income, Gain, Loss, Deduction and Credit.  All
      items of Partnership Profit, Loss, income, gain, loss, deduction and credit
      shall be determined with respect to, and allocated in accordance with, this
      Agreement and Section 703(a) of the Code for each Partner for each Fiscal Year.
      As soon as is reasonably practicable after the end of each Fiscal Year, the
      General Partner shall cause to be prepared and furnished to each Limited
      Partner, at the Partnership's expense, a balance sheet of the Partnership (dated
      as of the end of the Fiscal Year then ended), and a related statement of income,
      loss and change in financial position for the Partnership (for the same Fiscal
      Year). Such financial information shall reflect the beginning balance in each
      Limited Partner's Capital Account as of the first day of such Fiscal Year,
      all
      distributions made to each Limited Partner during such Fiscal Year, and the
      ending balance in each Limited Partner's Capital Account as of the last day
      of
      such Fiscal Year.

    


    7.04.           Tax
      Returns and Information.  The Partners intend for the Partnership
      to be treated as a partnership for tax purposes. The General Partner shall
      prepare or cause to be prepared all federal, state and local income and other
      tax returns which the Partnership is required to file and shall furnish each
      Limited Partner with a copy of such Limited Partner's K-1 as soon as is
      reasonably practicable after the end of each Fiscal Year.

    


    7.05.           Tax
      Matters Partner.  The Partnership's initial “tax matters partner”,
      as defined in Section 6231(a)(7) of the Code, shall be the General Partner.
      Upon
      resignation of the tax matters partner, a successor to serve in such position
      shall be designated by a Majority-In-Interest of the Limited
      Partners.  To the extent the Partnership has assets, the Partnership
      (but not any Partner) shall indemnify, defend and hold the tax matters partner
      harmless from any loss, damage, liability, cost or expense (including reasonable
      attorneys' fees and expenses and costs of court) arising out of any act or
      failure to act, including any negligent act or failure to act, by the tax
      matters partner to the fullest extent permitted by the Texas Limited Partnership
      Law and other applicable law.  Nothing in this Section 7.05 is
      intended to waive any rights a Partner may have under the Code with respect
      to
      the audit of the Partnership or any Partner.

    


    8.           Rights,
      Obligations, Indemnification and Remuneration of the General
      Partner.

    


    8.01.           Rights
      and Obligations of the General Partner.

    


    (a)            Rights
      of the General Partner as Manager. Subject to the limitations imposed upon
      the General Partner in this Agreement, and to the obligations and limitations
      imposed upon the General Partner at law, the General Partner shall have full,
      exclusive and complete discretion to manage and control, and shall make all
      decisions affecting, the Partnership business, including, without limitation,
      the right and authority to:

     

    (i)           
      Take all actions and execute any and all documents necessary or required to
      protect and preserve the Projects, including but by no means limited to the
      operation and maintenance of the Project(s), all on such terms and conditions
      as
      are acceptable to the General Partner in its sole and absolute
      discretion;

     

    (ii)           Take
      all actions and execute any and all documents necessary or required to perform
      the legal, accounting, clerical and ministerial functions of the Partnership,
      including but by no means limited to the operation and maintenance of the
      Project(s), and engage, retain or employ, fire, coordinate and supervise the
      services of all employees, independent contractors, management companies, and
      other Persons necessary or appropriate to carry out the business of the Partnership,
      all on such terms and conditions as are acceptable to the General Partner in
      its
      sole and absolute discretion;


    
      
        
        

      

      
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    (iii)           Take
      all actions and execute any and all documents necessary or required to collect
      all funds of the Partnership and, to the extent that funds of the Partnership
      are available therefore, pay or cause to be paid all debts, fees, expenses
      and
      other obligations of the Partnership when due, all on such terms and conditions
      as are acceptable to the General Partner in its sole and absolute
      discretion;

    


    (iv)           Take
      all actions and execute any and all documents necessary or required to maintain
      all funds of the Partnership in a Partnership account separate from all other
      funds of any Partner or any other Person, all on such terms and conditions
      as
      are acceptable to the General Partner in its sole and absolute
      discretion;

    


    (v)           Take
      all actions and execute any and all documents necessary or required to perform
      other normal day-to-day business functions and otherwise operate, manage, and
      oversee the business and affairs of the Partnership, all on such terms and
      conditions as are acceptable to the General Partner in its sole and absolute
      discretion;

    


    (vi)           Take
      all actions and execute any and all documents necessary or required by a lender
      to assume any Loan, including, but not limited to, the execution of a promissory
      note (or assumption agreement), a security agreement encumbering the Project,
      any UCC-1 financing statements, and any and all other documents required by
      a
      lender to close a Loan, all on such terms and conditions as are acceptable
      to
      the General Partner in its sole and absolute discretion;

    


    (vii)           Take
      all actions and execute any and all documents necessary or required in order
      to
      raise additional capital for the Partnership in accordance with Section
      4.02, all on such terms and conditions as are acceptable to the General
      Partner in its sole and absolute discretion;

    


    (viii)           Take
      all actions and execute any and all documents necessary or required in order
      to
      sell or exchange the Projects or any portion thereof (subject to the provisions
      of Section 8.02 hereof) including, but not limited to, the execution of
      any contracts or transfer or exchange agreements, all on such terms and
      conditions as are acceptable to the General Partner in its sole and absolute
      discretion; and

    


    (ix)           Take
      all actions and execute any and all documents necessary or required to perform
      the other obligations provided elsewhere in this Agreement, all on such terms
      and conditions as are acceptable to the General Partner in its sole and absolute
      discretion.  No person, firm or governmental body dealing with the
      Partnership shall be required to inquire into, or to obtain any other
      documentation as to, the authority of the General Partner to take any such
      action permitted under this Section 8.01(a).

    


    (b)           Time
      Required. The General Partner will devote to the Partnership such time as it
      deems reasonably necessary for the proper supervision, operation and management
      of the Partnership and its activities and will use commercially reasonable
      efforts to promote the interests of the Project; provided,
however, that the Affiliates of the General Partner may be simultaneously
      supervising, operating, developing and managing other properties and projects
      owned by the other partnerships in which Affiliates of the General Partner
      own
      an interest or control.

    


    (c)           Other
      Business Activities; Conflict of Interest. The officers, managers and
      members of the General Partner shall not be required to manage the Partnership
      as their sole and exclusive function, and the General Partner hereby discloses
      to the Limited Partners that the officers, managers and members of the General
      Partner may have other business interests and may engage in other activities
      in
      addition to those relating to the Partnership, including, but not limited to,
      owning other similar projects, or partnership interests in other partnerships
      which own similar projects to those conducted by the Partnership.

    
 

    
      
        
        

      

      
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    8.02.           Specific
      Limitation on the General Partner.  Notwithstanding anything to
      the contrary in this Agreement, without the prior approval of a 66.6667%
      Majority-In-Interest of the Limited Partners,
      the General Partner shall have no right, power or authority to take any of
      the
      following actions on behalf of the Partnership:

    


    (a)           make
      an assignment for the benefit of creditors or file a voluntary petition under
      any federal bankruptcy act or any state insolvency law;

    


    (b)           to
      confess any judgment or take any legal action other than the collection of
      amounts payable to the Partnership;

    


    (c)           except
      as provided under Sections 4.03 and 8.01 of this Agreement, borrow money
      in the name of the Partnership or use Partnership property as collateral for
      any
      loan or obligation of the Partnership or any Partner; provided,
however, that the General Partner may, in its full, exclusive and
      complete discretion, enter into or obtain extensions or refinancings of existing
      Partnership debt at market rates and upon market conditions;

    


    (d)           except
      as provided under Section 15.07 of this Agreement, amend or otherwise
      change this Agreement; and

    


    (e)           do
      any other act which would make it impossible to carry on the ordinary business
      of the Partnership.

    


    8.03.           Obligations
      of the General Partner.  

    


    (a)            Generally.
      The General Partner shall manage, or cause to be managed, the Partnership
      affairs in accordance with the Texas Limited Partnership Law and all other
      legal
      requirements and contractual obligations applicable to the
      Partnership.

    


    (b)            Meetings;
      Operating Budgets. Upon the formation of the Partnership, the General
      Partner shall call an initial meeting of the Limited Partners (an “Initial
      Meeting”) wherein the Limited Partners will each have an opportunity to ask
      questions and obtain information regarding the Partnership. At the Initial
      Meeting the General Partner will review the initial operating budget included
      in
      the Memorandum and call for any amendments the General Partner desires to
      present to the Limited Partners for their approval at that time. Thereafter,
      the
      General Partner shall prepare additional annual or semi-annual operating budgets
      (an "Operating Budget"), which Operating Budgets shall contain a
      reasonable estimation of the additional costs to be incurred by the Partnership
      during each Fiscal Year in connection with the further operation of Partnership.
      Each Operating Budget shall be provided to the Limited Partners by December
      1 of
      the calendar year immediately preceding the year for which the Operating Budget
      is so prepared. After delivery of an Operating Budget, the General Partner
      shall
      call a special meeting of the Limited Partners (each, a “Special
      Meeting”) wherein the Limited Partners will each have an opportunity to ask
      questions and obtain information regarding the Partnership. At each Special
      Meeting the General Partner will review the proposed Operating Budget. Each
      Operating Budget shall be accepted unless objected to at the Special Meeting
      at
      which the Operating Budget is presented by a Majority-In-Interest of the Limited
      Partners. If such an Operating Budget is so objected to, the General Partner
      shall discontinue all activities with respect to such portion of the Operating
      Budget not approved until such time as a Majority-In-Interest of the Limited
      Partners approves such portion of the Operating Budget. Upon the approval of
      an
      Operating Budget, the business of the Partnership shall be conducted in
      accordance therewith until revised or replaced in accordance with the terms
      and
      provisions of this Section 8.03.

    


    8.04.           Limited
      Liability and Indemnification of the General Partner.  The General
      Partner shall not be liable, responsible or accountable in damages or otherwise
      to the Partnership or any of the Limited Partners for any act or omission by
      the
      General Partner performed in good faith pursuant to the authority granted to
      the
      General Partner by this Agreement, or in accordance with its provisions, and
      in
      a manner reasonably believed by the General Partner to be within the scope
      of
      the authority granted the General Partner and in the best interests of the
      Partnership; provided, however, that such act or omission did not
      constitute fraud, willful misconduct, bad faith or gross negligence. [The
      Partnership shall indemnify and hold harmless the General Partner against any
      liability, loss, damage, cost or expense (including attorneys' fees) incurred
      by
      the General Partner on behalf of the Partnership or in furtherance of the
      Partnership's interest without relieving the General Partner of liability for
      fraud, willful misconduct, bad faith
      or
      gross negligence, including (but by no means limited to) damages arising from
      and after the Effective Date directly or indirectly out of: (i) the past,
      present or future treatment, storage, disposal, generation, use, transport,
      movement, presence, release, threatened release, spill, installation, sale,
      emission, injection, leaching, dumping, escaping or seeping of any Hazardous
      Substances, material containing or alleged to contain Hazardous Substances
      at or
      from any past, present, or future properties or assets of the Partnership;
      and/or (ii) the violation or alleged violation by the Partnership or any third
      party of any Environmental Laws with regard to the past, present or future
      ownership, operation, use, or occupying of any property or asset of the
      Partnership. In addition, to the full extent permitted by applicable law
      (including Articles 2 and 11 of the Act), the Partnership shall indemnify and
      save harmless the General Partner from and reimburse the General Partner for,
      all judgments, penalties, including excise and similar taxes, fines, settlements
      and reasonable expenses, if the General Partner was, is or is threatened to
      be a
      named defendant or respondent in a proceeding because the person is or was
      a
      general partner. The foregoing shall, without limitation, be deemed to make
      mandatory the indemnification permitted under the Texas Limited Partnership
      Law
      and to authorize advance payment of expenses to the full extent permitted by
      applicable law. These indemnification rights are in addition to any other rights
      the General Partner may have, including, but not limited to, rights against
      third parties.]


    
      
        
        

      

      
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      8.05.           Compensation;
      Reimbursement. Other than any fees described herein, no Partner shall be
      entitled to any remuneration. The General Partner shall, however, be entitled
      to
      reimbursement by the Partnership (but only to the extent that Partnership assets
      are sufficient therefore) for reasonable and necessary out-of-pocket expenses
      incurred by the General Partner on behalf of the Partnership. Reimbursement
      will
      include interest at a rate equal to the Standard Rate from the date expended
      until the date repaid.

    


    8.06.           Limited
      Power of Attorney.  By his or its execution of this Agreement,
      each Limited Partner irrevocably appoints the General Partner its true and
      lawful attorney-in-fact and agent with full power and authority to act in its
      name and place in executing, and filing and recording, if necessary, (a) any
      certificates or other documents required to be filed pursuant to Chapter 36
      of
      the Texas Business and Commerce Code, (b) any amendments to or the cancellation
      of the certificate of limited partnership required to be filed under the Act,
      (c) any amendments to this Agreement to reflect the admission of any new Limited
      Partner, and (d) any instruments necessary to carry out and/or effectuate the
      purposes of the Partnership and powers granted to the General Partner as set
      forth in this Agreement; provided, however, that it is understood
      and agreed that such limited power of attorney granted hereunder shall be
      limited to matters relating to the operation, management and administration
      of
      the Partnership, and not to any other affairs of a Limited Partner. This limited
      power of attorney is coupled with an interest, is irrevocable, survives the
      death, incompetence or legal disability of the Limited Partner and is binding
      on
      any assignee or vendee of all or part of any interest in the
      Partnership.

    


    9.           Rights
      and Status of Limited Partners.

    


    9.01.           General.  The
      Limited Partners have the rights and the status of limited partners under the
      Act.  The Limited Partners may not take part in the management or
      control of the Partnership business, or sign for or bind the Partnership, such
      power being vested exclusively in the General Partner.

    


    9.02.           Limitation
      on Liability.  Except as provided in the Act, no Limited Partner
      shall have any personal liability whatever, whether to the Partnership, the
      General Partner or any creditor of the Partnership, for the debts of the
      Partnership or any of its losses beyond the amount of the Limited Partner's
      Capital Contribution.  Neither the General Partner nor the Partnership
      shall take any action or pursue any course of conduct that could create any
      personal liability for any Limited Partner.

    


    9.03.           Bankruptcy;
      Death.  Neither the Bankruptcy, death, disability nor declaration
      of incompetence of a Limited Partner shall dissolve the Partnership, but the
      rights of a Limited Partner to share in the Profit, Loss, income, gains, losses,
      deductions and credits of the Partnership and to receive distributions of
      Partnership funds and assets shall, on the happening of such an event, devolve
      upon the Limited Partner's estate, legal representative or successors in
      interest, as the case may be, subject to this Agreement, and the Partnership
      shall continue as a limited partnership. The Limited Partner's estate,
      representative or successors in interest shall be liable for all of the
      obligations of the Limited Partner. In no event shall the estate, representative
      or successors interest become a Limited Partner, except in accordance with
      Section 10.


    
      
        
        

      

      
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    9.04.           Compliance
      With Securities Laws.

    


    (a)            Representations,
      Warranties and Covenants of Limited Partners.  The
      representations, warranties and covenants of each Limited Partner as set forth
      in and by the Subscription Agreement entered into and executed by such Limited
      Partner and delivered to the Partnership are incorporated herein as if fully
      copied and set forth at length in this Section 9.04(a).

    


     

    (b)            Texas
      Securities Act. Pursuant to the Texas Securities Act, Vernon’s Texas Civil
      Statutes Art.  581-1 et seq.  (the “Texas Securities Act”),
      each Partner agrees to limit the liability of each lawyer, accountant,
      consultant, the firm of any of the foregoing, and any other person engaged
      to
      provide services relating to an offer of securities of the Partnership (such
      persons, “Service Providers”) under the Texas Securities Act to a maximum of
      three times the fee paid by the Partnership or a seller of the Partnership's
      securities to the Service Provider for the services related to the offer of
      the
      Partnership's securities, unless the trier of fact finds that such Service
      Provider engaged in intentional wrongdoing in providing the
      services.

    


    10.           Transfer
      of Rights.

    


    10.01.         Transfers
      by Partners.  A Limited Partner may sell, assign or otherwise
      Transfer all or any portion of its rights and interest in the Partnership,
      and
      the assignee shall thereafter have the rights of an assignee under the Texas
      Limited Partnership Law, subject to (i) the consent of the General Partner,
      which consent may be withheld in the sole and absolute discretion of the General
      Partner, and (ii) the conditions that no such sale, assignment or other transfer
      may be made (A) except in compliance with applicable federal and state
      securities law, and (B) if the General Partner shall request, unless the
      assignor delivers to the General Partner an opinion, in form and substance
      and
      issued by counsel acceptable to the General Partner, covering such securities
      laws, tax and other aspects of the proposed transfer as the General Partner may
      request. No Limited Partner shall have the right to constitute its assignee
      as a
      Limited Partner in the Partnership. Any Limited Partner who sells, assigns
      or
      otherwise transfers all or any portion of its rights or interest in the
      Partnership shall promptly notify the General Partner of the completion of
      such
      transfer and furnish the General Partner with the name and address of the
      assignee and such other information as might be required under Section 6050K
      of
      the Code and the Regulations thereunder, and pay all expenses, including without
      limitation reasonable attorneys' fees, incurred by the Partnership in connection
      with such transfer. Notwithstanding anything to the contrary set forth herein
      the General Partner may not without the consent of all Limited Partners transfer
      all or any portion of the General Partner's Partnership Interest to any entity
      in which the General Partner does not own 51% or more of all stock, membership
      units or other ownership interests, as applicable, or to any
      individual.

    


    10.02.         Right
      of Assignee to be Limited Partner.  Any assignee of a Limited
      Partner who desires to become a Limited Partner shall (a) deliver to the General
      Partner such information and opinions of counsel, execute such documents and
      take such other action as the General Partner may deem appropriate with respect
      to such substitution, including, without limitation, the written acceptance
      and
      adoption by the assignee of the provisions of this Agreement and the assumption
      by the assignee of the obligations of its assignor, and (b) pay all expenses,
      including, without limitation, reasonable attorneys' fees, incurred by the
      Partnership in connection with such transfer and admission.  An
      assignee shall become admitted as a Limited Partner in the Partnership only
      if
      and when the General Partner and all Limited Partners evidence their consent
      to
      such admission in writing, which consent may be withheld in the discretion
      of
      the General Partner and the Limited Partners. An assignee shall, upon compliance
      with the above, succeed to all rights and obligations as set out in this
      Agreement and the Act.  The Partnership shall continue with the same
      basis and Capital Account for the assignee (whether or not such assignee becomes
      a Limited Partner) as was attributable to the assignor.

    


    10.03.         Basis
      Adjustment. Upon the transfer of all or part of an interest in the
      Partnership, at the request of the assignee of the interest, the General Partner
      may, in its sole discretion, cause the Partnership to elect, pursuant to Section
      754 of the Code or the corresponding provisions of subsequent law, to adjust
      the
      basis of the Partnership properties as provided by Sections 734 and 743 of
      the
      Code.


    
      
        
        

      

      
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    10.04.         Withdrawal
      of General Partner.  The Limited Partners have entered into this
      Agreement, in part, based upon the identity of the General Partner. Therefore,
      it shall be a violation of this Agreement for the General Partner to withdraw
      voluntarily from the Partnership pursuant to, or to transfer all of its rights
      as a general partner within the meaning of, the Texas Limited Partnership Law
      without the prior written consent of a Majority-In-Interest of the Limited
      Partners. The Limited Partners will be excused from accepting the performance
      of
      and rendering performance to any other person as General Partner hereunder
      (including any trustee or assignee of or from the General Partner) except those
      as to whom Limited Partners holding a majority of the Percentage Interests
      of
      all Limited Partners rendered written consent prior to or simultaneously with
      such withdrawal of the General Partner.

    


    10.05.         Effect
      of Change of Partners. Subject to all of the provisions of this Agreement,
      the winding up, liquidation, or substitution of any Limited Partner shall not
      interrupt the continuity of or cause the termination or winding up of the
      Partnership.

    


    11.           Events
      Requiring Winding Up; Cancellation of Same.

    


    11.01.         Causes.  Each
      Partner expressly waives any right which it might otherwise have to cause the
      winding up of the Partnership except as set forth in this Section
      11.  Upon the happening of the first to occur of the following
      events, the Partnership shall immediately commence winding up: (a) the
      withdrawal of the General Partner pursuant to the provisions of Section
      153.155(a) of the Texas Limited Partnership Law, or any other event that causes
      a General Partner to cease to be a general partner under such law, provided
      that
      any such event will not require winding up if the Partnership is thereupon
      continued pursuant to this Article 11; (b) the execution by the General Partner
      and a Majority-In-Interest of the Limited Partners of an instrument expressly
      authorizing the winding up of the Partnership; (c) passage of a reasonable
      time,
      as determined by the General Partner, after the earliest date at which the
      Partnership ceases to maintain any interest (which term shall include, without
      limitation, an interest as lienholder or secured party) in the Projects or
      any
      substantial asset or otherwise to conduct business; (d) the occurrence of any
      other circumstance which, by law, would require that the Partnership be
      dissolved; or (e) June 30, 2009; or (f) The General Partner’s exercise of the
      Buyout Option.  Any withdrawal of the General Partner in violation of
Section 10.04 of this Agreement shall be in contravention of this
      Agreement for purposes of Section 153.162 of the Texas Limited Partnership
      Law.

    


    11.02.         Continuation.  If
      the Partnership begins winding up as a result of an event described in
Section 11.01(a), then the Partnership may be continued and its business
      resumed if another General Partner succeeds the General Partner pursuant to
      Section 10.04 or if, within ninety (90) days after the date of the event
      winding up, all of the Limited Partners affirmatively elect to continue the
      Partnership, agree on the identity of the new General Partner or Partners and
      execute an instrument confirming such facts.

    


    11.03.         Interim
      Manager.  If the Partnership begins winding up as a result of an
      event described in Section 11.01(a), then a Majority-In-Interest of the
      Limited Partners may appoint an interim manager of the Partnership, who shall
      have and may exercise only the rights, powers and duties of a general partner
      necessary to preserve the Partnership assets, until (a) the new General Partner
      is elected pursuant to Section 11.02, if the Partnership is continued, or
      (b) the Liquidator is appointed pursuant to Section 12.01, if the
      Partnership is not continued.  The interim manager shall not be liable
      as a General Partner to the Limited Partners and shall, while acting in the
      capacity as interim manager on behalf of the Partnership, be entitled to the
      same indemnification rights as are set forth in Section
      8.04.

    


    12.           Termination.

    


    12.01.         General.  If
      the Partnership begins winding up and is not continued under Article 11, then
      the General Partner (or in the event that there is no General Partner, a
      liquidator or liquidating committee selected by a Majority-In-Interest of the
      Limited Partners) shall commence to wind up the affairs of the Partnership
      and
      to liquidate and sell the Partnership's assets.  The party or parties
      actually conducting such liquidation in accordance with the foregoing sentence,
      whether the General Partner, a liquidator, or a liquidating committee, is herein
      referred to as the “Liquidator.” The Liquidator (if other than the
      General Partner) shall have sufficient business expertise and competence to
      conduct the winding up and termination of the Partnership, and, in the course
      of
      this Agreement, to cause the Partnership to perform
      any contracts which the Partnership has or thereafter enters
      into.  The Liquidator shall have full right and unlimited discretion
      to determine the time, manner and terms of any sale or sales of the
      Partnership's assets pursuant to such liquidation, having due regard for the
      activity and condition of the relevant market and general financial and economic
      conditions. The Liquidator (other than the General Partner) appointed as
      provided herein shall be entitled to receive such reasonable compensation for
      its services as shall be agreed upon by the Liquidator and a
      Majority-In-Interest of the Limited Partners.  The Liquidator may
      resign at any time by giving fifteen (15) days' prior written notice and may
      be
      removed at any time, with or without cause, by written notice of removal signed
      by a Majority-In-Interest of the Limited Partners.  Upon the death,
      dissolution, removal or resignation of the Liquidator, a successor or substitute
      Liquidator (who shall have and succeed to all the rights, powers and duties
      of
      the original Liquidator) will, within thirty (30) days thereafter, be appointed
      by those Limited Partners holding at least a majority of the Percentage Interest
      of all Limited Partners, evidenced by a written appointment and
      acceptance.  The right to appoint a successor or substitute Liquidator
      in the manner provided herein shall be recurring and continuing for so long
      as
      the functions and services of the Liquidator are authorized to continue under
      the provisions of this Agreement, and every reference herein to the “Liquidator”
will be deemed to also refer to any such successor or substitute Liquidator
      appointed in the manner herein provided.  The Liquidator shall have
      and may exercise, without further authorization or consent of any of the parties
      hereto or their legal representatives or successors in interest, all of the
      powers conferred upon the General Partner under the terms of this Agreement
      to
      the extent necessary or desirable in the good faith judgment of the Liquidator
      to perform its duties and functions.  The Liquidator (if not the
      General Partner) shall not be liable as a general partner to the Limited
      Partners and shall, while acting in such capacity on behalf of the Partnership,
      be entitled to the indemnification rights set forth in Section
      8.04.
 

    
      
        
        

      

      
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    12.02.         Court
      Appointment of Liquidator.  If, within ninety (90) days following
      the date of an event requiring winding up or the event by which the General
      Partner has ceased to be the General Partner, a Liquidator or successor
      Liquidator has not yet been appointed in the manner provided herein, then any
      interested party shall have the right to make application to the then senior
      United States Federal District Judge (in his individual and not judicial
      capacity) for that Federal District of Texas in which any substantial portion
      of
      the Partnership's assets are situated for appointment of the Liquidator or
      successor Liquidator, and the Judge, acting as an individual and not in his
      judicial capacity, shall be fully authorized and empowered to appoint and
      designate the Liquidator or successor Liquidator who shall have all the powers,
      duties, rights and authority of the Liquidator provided herein.

    


    12.03.         Liquidation.  In
      the course of the winding up and terminating the business affairs of the
      Partnership, its assets (other than cash) shall be sold (subject to the approval
      rights of the Limited Partners set forth in Section 8.02), its
      liabilities and obligations to creditors and all expenses incurred in its
      liquidation shall be paid, and all resulting items of Partnership Profit, Loss,
      income, gain, loss or deduction shall be allocated to the Partners and credited
      or charged to their respective Capital Accounts in accordance with Sections
      4 and 5. All Partnership property shall be sold upon liquidation of
      the Partnership and no Partnership property shall be distributed in kind to
      the
      Partners, unless approved by those Limited Partners owning at least a majority
      of the Percentage Interests of all of the Limited Partners. Following the
      liquidation of the Partnership, the Partnership shall distribute its assets
      in
      the following order:

    


    (a)           First,
      to creditors, including Partners and General Partners who are creditors, until
      all of the Partnership's debts and liabilities are paid and discharged (or
      provision is made for payment thereof);

    


    (b)           Then,
      prior to application of the allocation provisions of Section 5 of this
      Agreement, to the Limited Partners in proportion to their aggregate accrued
      Limited Partner Preferred Return from the inception of the Partnership to the
      end of the calendar month preceding the month during which such distribution
      is
      made; provided, however, that no distribution shall be made
      pursuant to this Section 12.03(b) that creates or increases a Capital
      Account deficit for any Limited Partner which exceeds such Limited Partner's
      obligation (deemed or actual) to restore such deficit, determined as follows:
      Distributions shall first be determined tentatively pursuant to this Section
      12.03(b) without regard to the Limited Partners' Capital Accounts, and then
      the allocation provisions of Section 5 shall be applied tentatively as if
      such tentative distributions had been made. If any Limited Partner shall thereby
      have a deficit Capital Account which exceeds his or her obligation to restore
      such deficit, the actual distribution to such Limited Partner pursuant to this
      Section 12.03(b) shall be equal to the tentative distribution to such
      Limited Partner less the amount
      of
      the tentative deficit Capital Account balance of such Limited Partner. The
      actual distributions to all other Limited Partners pursuant to this Section
      12.03(b) shall be equal to the tentative distributions to such Limited
      Partners; and

    


    (c)           Then,
      the balance, if any, to the Partners, in proportion to their respective Capital
      Accounts as of the date of such distribution, after giving effect to all
      contributions, distributions, and allocations for all periods.

    


    The
      Liquidator shall be instructed to use all reasonable efforts to effect complete
      liquidation of the Partnership within one (1) year after the date the
      Partnership begins winding up. Each holder of an interest in the Partnership
      shall look solely to the assets of the Partnership for all distributions and
      shall have no recourse therefore (upon winding up or otherwise) against the
      Partnership, the General Partner or the Liquidator. Upon the completion of
      the
      liquidation of the Partnership and the distribution of all Partnership funds,
      the Partnership shall terminate and the General Partner (or the Liquidator,
      as
      the case may be) shall have the authority to execute and record all documents
      required to effectuate the dissolution and termination of the
      Partnership.

    


    12.04.         Negative
      Capital Accounts.  In the event any Limited Partner has a deficit
      balance in his Capital Account (after giving effect to all Capital
      Contributions, distributions and allocations for the current and all prior
      Fiscal Years), such Limited Partner shall have no obligation to make any Capital
      Contribution with respect to such deficit, and such deficit shall not be
      considered a debt owed to the Partnership or to any other person for any purpose
      whatsoever.

    


    12.05.         Creation
      of Reserves.  After making payment or provision for payment of all
      debts and liabilities of the Partnership and all expenses of liquidation, the
      Liquidator may set up such cash reserves as the Liquidator may deem reasonably
      necessary for any contingent or unforeseen liabilities or obligations of the
      Partnership.

    


    12.06.         Final
      Audit.  Within a reasonable time following the completion of the
      liquidation, the Liquidator shall supply to each of the Partners a statement,
      prepared by the Partnership's independent certified public accountants if a
      Majority-In-Interest of the Limited Partners so requests, which shall set forth
      the assets and the liabilities of the Partnership as of the date of complete
      liquidation, each Partner's pro rata portion of distributions pursuant to
Section 12.03, and the amount retained as reserves by the Liquidator
      pursuant to Section 12.05.

    


    
      
        
        

      

      
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    13.           Buyout
      Option.  At the earliest date at which the Limited Partners have
      received aggregate distributions from the Partnership equal to or greater than
      200% of their respective capital contributions, the General Partner shall have
      an option (“Buyout Option”) to purchase, or, at its election, to cause the
      Partnership to redeem, the interests of the Limited Partners in the Partnership
      for an aggregate payment to the Limited Partners of $700,000, such sum to be
      shared ratably by the Limited Partners based upon the relative number of Units
      owned by each such Limited Partner as of the date of exercise of such
      option.  This Buyout Option is exercisable upon notice to the Limited
      Partners at any time following the date that is thirty (30) months after the
      start of electricity generation by the Partnership’s initial Project and is
      effective the business day following exercise


    14.           Dispute
      Resolution.

    


    14.01          Arbitration.  The
      parties shall submit all disputes arising out of or related to this Agreement,
      or to the interpretation, performance, breach or termination thereof, to binding
      arbitration administered by the American Arbitration Association (the
      "AAA") under its Commercial Arbitration Rules, with the application of
      its Expedited Procedures, before a single arbitrator. Such arbitration shall
      take place at the offices of the AAA in Houston, Harris County, Texas. The
      parties expressly agree that nothing in this Agreement shall prevent the parties
      from applying to a court that would otherwise have jurisdiction for injunctive
      or other equitable relief. After the arbitrator is selected, he or she shall
      have sole jurisdiction to hear such applications, except that the parties agree
      that any relief ordered by the arbitrator may be immediately and specifically
      enforced by a court otherwise having jurisdiction over the parties. The
      arbitrator shall apply the same substantive law, with the same statutes of
      limitations and same remedies, that would apply if the claims were brought
      in a
      court of law. The decision of the arbitrator shall be final and binding on
      the
      parties and enforceable in accordance with the New York Convention on the
      Recognition and Enforcement of Arbitral Awards (9 U.S.C. Section 1, et.
      seq.).

    


    14.02          Jurisdiction
      and Venue; Service of Process.  Each party irrevocably consents
      and agrees that: (i) any legal action or proceeding with respect to this
      Agreement including any action for the resolution of any dispute or enforcement
      of any right arising out of or relating to this agreement to arbitrate,
      including enforcement of this agreement to arbitrate, application for the
      provisional or interim remedies provided for herein, and confirmation of any
      award rendered by the arbitrator pursuant to this agreement to arbitrate shall
      be brought and tried in any federal or state court located in Harris County,
      Texas; and (ii) by execution and delivery of this Agreement, each party hereby
      submits to and accepts for itself and in respect of its property, generally
      and
      unconditionally, the exclusive jurisdiction of the aforesaid courts and
      appellate courts from any appeal thereof.  Each party hereby
      irrevocably waives any objection which it may now or hereafter have to the
      laying of venue of any of the aforesaid actions or proceedings arising out
      of or
      in connection with this Agreement including the agreement to arbitrate brought
      in the courts referred to above and hereby further irrevocably waives and agrees
      not to plead or claim in any such court that any such action or proceeding
      brought in any such court has been brought in an inconvenient forum. Each party
      further agrees that personal jurisdiction over it may be effected by service
      of
      process by certified mail addressed as provided in Schedule A, and when
      so made shall be as if served upon it personally within the State of
      Texas.

    


    14.03          Fees
      and Costs.  The prevailing party or parties in any arbitration,
      mediation, court action or other adjudicative proceeding arising out of or
      relating to this Agreement shall be reimbursed by the party or parties who
      do
      not prevail for their reasonable attorneys, accountants and experts fees
      (including reasonable charges for in-house legal counsel and related personnel)
      and for the costs of such proceeding.  In the event that two or more
      parties are deemed liable for a specific amount payable or reimbursable under
      this Section 14.03, such parties shall be jointly and severally liable
      therefore.  The provisions set forth in this section shall survive the
      merger of these provisions into any judgment.

     

    14.04          Waiver
      of Jury Trial. In the event that the above agreement to arbitrate is not
      respected by a court of relevant jurisdiction in any circumstances or for any
      reason, EACH OF THE PARTNERS IRREVOCABLY WAIVES TO THE EXTENT PERMITTED BY
      LAW,
      ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
      OUT OF OR RELATING TO THIS AGREEMENT.

     

    15.           Miscellaneous.

    


    15.01.         Notices.  All
      notices given pursuant to this Agreement shall be in writing and shall either
      be
      (a) mailed by first class mail, postage prepaid, registered or certified with
      return receipt requested, or (b) hand delivered to the intended addressee.
      Notice so mailed shall be effective upon the expiration of three (3) days after
      its deposit and notice given by hand delivery shall be effective upon actual
      receipt by the addressee.  For purposes of notice, the address of the
      General Partner shall be as set forth on the signature page hereof and the
      addresses of the Limited Partners shall be as set forth on their respective
      Subscription Agreements; provided, however, that each Partner
      shall have the right to change his address for purposes of notice hereunder
      to
      any other physical address by the giving of thirty (30) days' notice to the
      other Partners in the manner set forth above.


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    15.02.         Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the substantive federal laws of the United States and the
      substantive laws of the State of Texas, without reference to conflicts of laws
      provisions thereof.

    


    15.03.        
      Attorneys' Fees.  If any litigation or other legal proceeding,
      including, but not limited to, any mediation or arbitration, is initiated by
      any
      Partner against another Partner relating to this Agreement or the subject matter
      of this Agreement, the Partner prevailing in such litigation or proceeding
      shall
      be entitled to recover, in addition to all damages allowed by law and other
      relief, all court costs and reasonable attorneys' fees incurred in connection
      therewith.

    


    15.04.         Successors
      and Assigns.  This Agreement shall be binding upon and shall inure
      to the benefit of the Partners, and their respective heirs, legal
      representatives, successors and assigns; provided, however, that
      nothing contained herein shall negate or diminish the restrictions set forth
      in
Section 10.

    


    15.05.         Waiver
      of Partition.  Notwithstanding any statute or principle of law to
      the contrary, each Partner hereby agrees that, during the term of the
      Partnership, it shall have no right (and hereby waives any right that it might
      otherwise have had) to cause any Partnership property to be partitioned and/or
      distributed in kind.

    


    15.06.         Legal
      Counsel. The General Partner has engaged Sandlin & Associates, P.C.
      (such firm is referred to herein as, "Sandlin"), as legal counsel to the
      Partnership.  Sandlin has not been engaged to protect or represent the
      interests of any Partner vis-à-vis the Partnership, the General Partner or the
      preparation of this Agreement and no other legal counsel has been engaged by
      the
      General Partner or the Partnership to act in such capacity. The Partners
      understand that Sandlin plays an active role as legal counsel to many investment
      firms, investors and other Persons. Sandlin's relationships with such Persons
      are periodic; they can and do lapse and then re-start on an unpredictable basis,
      making it impractical for Sandlin to provide disclosure of each and every such
      relationship.  Without limitation of the foregoing, in its capacity as
      legal counsel to the General Partner and the Partnership, Sandlin may be subject
      to actual or potential conflicts arising from its representation of one or
      more
      Partners or parties related thereto in connection with matters other than the
      preparation of this Agreement or the operation of the Partnership, or its
      representation of other Persons that seek or obtain capital from the same class
      of investors as the Partnership or compete with the Partnership for managerial
      resources or investment opportunities. Moreover, one or more Persons related
      to
      Sandlin may, at the discretion of the General Partner, invest in the
      Partnership, the General Partner or an Affiliate
      thereof.  Additionally, each Partner: (I) has carefully considered the
      foregoing and hereby approves Sandlin's representation of the General Partner
      and the Partnership; (ii) acknowledges the possibility that, under the laws
      and
      ethical rules governing the conduct of attorneys, Sandlin may be precluded
      from
      representing any one or more specific parties in connection with any dispute
      involving Partners or the Partnership or in connection with any proposed
      investment by the Partnership and (iii) agrees that Sandlin may decline to
      represent, or withdraw from its representation of, the General Partner or the
      Partnership at any time. Each Partner: (I) acknowledges that actual or potential
      conflicts of interest exist among the Partners, that such Partner's interests
      shall not be represented by legal counsel unless such Partner engages counsel
      on
      its own behalf and that such Partner has been afforded the opportunity to engage
      and seek the advice of its own legal counsel before entering into this
      Agreement; (ii) agrees that, in the event of a dispute between one or more
      Partners, on the one hand, and the General Partner or the Partnership, on the
      other hand, Sandlin may represent the General Partner, one or more equity
      holders thereof, or the Partnership and (iii) acknowledges that the approvals,
      acknowledgments and waivers made by such Partner pursuant to this Section
      15.06 do not reflect or create a right under this Agreement on the part of
      such Partner to approve the General Partner's  selection of legal
      counsel to the General Partner or the Partnership.  Each Partner
      further agrees that neither this Agreement nor the transactions and Partnership
      operations contemplated hereby are intended to create an attorney/client
      relationship between Sandlin and such Partner or any other relationship pursuant
      to which such Partner (acting other than in the name of the Partnership) would
      have a right to object to Sandlin's representation of any Person under any
      circumstances. Notwithstanding anything to the contrary set forth herein, it
      is
      intended that Sandlin shall be entitled to obtain enforcement of this Section
      15.06. Notwithstanding anything to the contrary set forth herein, this
Section 15.06 shall be treated as a supplement to, and not a substitution
      or replacement for, any other waiver, consent or other agreement provided to
      Sandlin by any Person.  Nothing in this Section 15.06 shall
      preclude the General Partner or the Partnership from selecting different legal
      counsel at any time in the future and, except as specifically
      provided in this Section 15.06, no Partner shall be deemed by virtue of
      this Agreement to have waived its right to object to any conflict of interest
      relating to matters other than this Agreement or the transactions and
      Partnership operations contemplated herein.

     

    15.07.         Amendments.  Amendments
      or modifications may be made to this Agreement only by setting forth the same
      in
      a document duly executed by the General Partner and a two-thirds (66.6667%)
      Majority-In-Interest of the Limited Partners, and any alleged amendment or
      modification herein which is not so documented shall not be effective as to
      any
      Partner.

    


    15.08.         Severability.  This
      Agreement is intended to be performed in accordance with, and only to the extent
      permitted by, all applicable laws, ordinances, rules and regulations. If any
      provision of this Agreement or the application of this Agreement to any person
      or circumstance shall, for any reason and to any extent, be invalid or
      unenforceable, but the extent of such invalidity or unenforceability does not
      destroy the basis of the bargain among the Partners as expressed herein, then
      the remainder of this Agreement and the application of such provision to other
      persons or circumstances shall not be affected thereby, but rather shall be
      enforced to the greatest extent permitted by law.

    


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    15.09.         Gender
      and Number.  Whenever required by the context, as used in this
      Agreement, the singular number shall include the plural and the neuter shall
      include the masculine or feminine gender, and vice versa.

    


    15.10.         Action
      by the Limited Partners.  Unless otherwise provided in this
      Agreement, whenever any request, consent, approval or other action is permitted
      or required of the Limited Partners, such request, consent, approval or other
      action shall be taken or withheld, as the case may be, as determined by a
      Majority-In-Interest of the Limited Partners.

    


    15.11.         Captions.  The
      Section headings appearing in this Agreement are for convenience of reference
      only and are not intended, to any extent or for any purpose, to limit or define
      the text of any Section, unless indicated otherwise, all references to
“Sections” are references to Sections of this Agreement.

    


    15.12.         Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be an original
      but all of which shall constitute but one document.

    


    15.13.         Creditors
      Not Benefited. Nothing in this Agreement is intended to benefit any creditor
      of the Partnership or a Partner.  No creditor of the Partnership or a
      Partner will be entitled to require the General Partner to solicit or accept
      a
      loan, any Refinance Loan (or any other debt) or Additional Capital Contribution
      for the Partnership or to enforce any right which the Partnership or any Partner
      may have against a Partner, whether arising under this Agreement or
      otherwise.

    


    15.14.         Entire
      Agreement.  This Agreement, including the other instruments
      specifically referenced herein, collectively, contains the entire agreement
      among the Partners relating to the subject matter of this Agreement and any
      prior oral or written agreements or any representations or offers whatsoever
      which are not contained herein are terminated.

    


    [[Signature
      Page Follows]]


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    EXECUTED
      to be effective the day and year first above written.

    


    


    General
      Partner:

    


    TEXOGA
      TECHNOLOGIES CORPORATION,

    A
      Texas
      corporation

    


    


    By:     /signature
      on
      file/                                                                           

               Steven
      S. McGuire, President

     

    Notices
      to:

     

    TEXOGA
      TECHNOLOGIES CORPORATION

    9390
      Forest Lane

    Conroe,
      Texas 77385

    Attn:
      Steven S. McGuire, President

    


    With
      copy
      to:

    


    Sandlin
      & Associates, P.C.

    3409
      Executive Center Drive, Suite 205

    Austin,
      Texas 78731

    Attn:
      Oliver Sandlin

    


     


    
      
        
        

      

      
        -24-