<PAGE>


                                                             EXHIBIT 10.1





                                    AGREEMENT
                             OF LIMITED PARTNERSHIP

                                       OF

                                  G REIT, L.P.

<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
ARTICLE I ......................................................................     1

ARTICLE II .....................................................................    12

  Section 2.01    Organization .................................................    12
  Section 2.02    Name .........................................................    12
  Section 2.03    Registered Office and Agent; Principal Office ................    12
  Section 2.04    Partners .....................................................    13
  Section 2.05    Term and Dissolution .........................................    13
  Section 2.06    Filing of Certificate and Perfection of Limited Partnership ..    14
  Section 2.07    Certificates Describing Partnership Units ....................    14

ARTICLE III ....................................................................    15

  Section 3.01    Purpose and Nature ...........................................    15
  Section 3.02    Powers .......................................................    15

ARTICLE IV .....................................................................    15

  Section 4.01    Capital Contributions ........................................    15
  Section 4.02    Additional Capital Contributions and Issuances
    of Additional Partnership Interests ........................................    16
  Section 4.03    Additional Funding ...........................................    18
  Section 4.04    Capital Accounts .............................................    18
  Section 4.05    Percentage Interests .........................................    19
  Section 4.06    No Interest on Contributions .................................    19
  Section 4.07    Return of Capital Contributions ..............................    19
  Section 4.08    No Third-Party Beneficiary ...................................    19

ARTICLE V ......................................................................    20

  Section 5.01    Allocations ..................................................    20
  Section 5.02    Distributions ................................................    25
  Section 5.03    REIT Distribution Requirements ...............................    28
  Section 5.04    No Right to Distributions in Kind ............................    28
  Section 5.05    Limitations on Return of Capital Contributions ...............    28
  Section 5.06    Distributions Upon Liquidation ...............................    29
  Section 5.07    Substantial Economic Effect ..................................    30

ARTICLE VI .....................................................................    30

  Section 6.01    Management of the Partnership ................................    30
  Section 6.02    Delegation of Authority ......................................    33
  Section 6.03    Indemnification and Exculpation of Indemnitees ...............    33
  Section 6.04    Liability of the General Partner .............................    35
  Section 6.05    Reimbursement Obligations of Partnership .....................    36
  Section 6.06    Outside Activities ...........................................    36
  Section 6.07    Employment or Retention of Affiliates ........................    37
  Section 6.08    Title of Partnership Assets ..................................    37
</TABLE>

                                        i

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<TABLE>
<S>                                                                                 <C>
  Section 6.09    Miscellaneous ................................................    38

ARTICLE VII ....................................................................    38

  Section 7.01    Transfer of the General Partner's Partnership Interest .......    38
  Section 7.02    Admission of a Substitute or Additional General Partner ......    40
  Section 7.03    Effect of Bankruptcy, Withdrawal, Death or
    Dissolution of a General Partner ...........................................    41
  Section 7.04    Removal of a General Partner .................................    41
  Section 7.05    Option to Acquire Incentive Limited Partnership Interest .....    42

ARTICLE VIII ...................................................................    43

  Section 8.01    Management of the Partnership ................................    43
  Section 8.02    Power of Attorney ............................................    43
  Section 8.03    Limitation of Liability of Limited Partners ..................    43
  Section 8.04    [Reserved] ...................................................    43
  Section 8.05    Redemption Right .............................................    44
  Section 8.06    Registration .................................................    46

ARTICLE IX .....................................................................    47
  Section 9.01    Purchase for Investment ......................................    47
  Section 9.02    Restrictions on Transfer of Limited Partnership Interests.....    48
  Section 9.03    Admission of Substitute Limited Partner ......................    49
  Section 9.04    Rights of Assignees of Partnership Interests                      50
  Section 9.05    Effect of Bankruptcy, Death, Incompetence, or
    Termination of a Limited Partner ...........................................    51
  Section 9.06    Joint Ownership of Interests .................................    51

ARTICLE X ......................................................................    52

  Section 10.01   Books and Records ............................................    52
  Section 10.02   Custody of Partnership Funds; Bank Accounts ..................    52
  Section 10.03   Fiscal and Taxable Year ......................................    52
  Section 10.04   Annual Tax Information and Report ............................    53
  Section 10.05   Tax Matters Partner; Tax Elections; Special Basis Adjustments.    53
  Section 10.06   Reports to Limited Partners ..................................    53

ARTICLE XI .....................................................................    54

ARTICLE XII ....................................................................    55

  Section 12.01   Notices ......................................................    55
  Section 12.02   Survival of Rights ...........................................    55
  Section 12.03   Additional Documents .........................................    55
  Section 12.04   Severability .................................................    55
  Section 12.05   Entire Agreement .............................................    55
  Section 12.06   Pronouns and Plurals .........................................    55
  Section 12.07   Headings .....................................................    56
  Section 12.08   Counterparts .................................................    56
  Section 12.09   Governing Law ................................................    56
</TABLE>

                                       ii

<PAGE>

EXHIBITS

EXHIBIT A   -   Partners, Capital Contributions and Percentage Interests
EXHIBIT B   -   Notice of Exercise of Redemption Right
EXHIBIT C   -   Certification of Non-Foreign Status

                                      iii

<PAGE>

                                    AGREEMENT
                             OF LIMITED PARTNERSHIP

                                       OF

                                  G REIT, L.P.

     This Agreement of Limited Partnership (the "Agreement") of G REIT, L.P.
(the "Partnership"), dated as of December 18, 2001, is entered into by and among
G REIT, Inc., a Virginia corporation (the "Company" or the "General Partner"),
Triple Net Properties L.L.C., a Virginia limited liability company (the "Special
Limited Partner"), and the other Limited Partners (as defined herein).

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

                                    ARTICLE I
                                  DEFINED TERMS
                                  -------------

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

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

     "Additional Funds" has the meaning set forth in Section 4.03 hereof.

     "Additional Limited Partner" means a Person admitted to this Partnership as
a Limited Partner pursuant to Section 4.02 hereof.

     "Additional Securities" means any additional REIT Shares (other than REIT
Shares issued in connection with a redemption pursuant to Section 8.05 hereof)
or rights, options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase REIT Shares, as set forth in
Section 4.02(a).

     "Adjusted Invested Capital" means Invested Capital, minus, upon the sale of
a Property, the lesser of (i) the Sale Proceeds from that Property that are
available for distribution or (ii) the sum of (A) the Allocable Invested Capital
for that Property and (B) any Cumulative Allocable Invested Capital Shortfall.

     "Administrative Expenses" means (i) all administrative and operating costs
and expenses incurred by the Partnership, (ii) those administrative costs and

<PAGE>

expenses of the Company, including any salaries or other payments to
directors, officers or employees of the Company, and any accounting and legal
expenses of the Company, which expenses, the Partners have agreed, are expenses
of the Partnership and not the Company, and (iii) to the extent not included in
clause (ii) above, REIT Expenses; provided, however, that Administrative
                                  --------  -------
Expenses shall not include any administrative costs and expenses incurred by the
Company that are attributable to Properties or Subsidiaries that are owned by
the Company directly, rather than through the Partnership.

     "Advisor" means the Person, if any, appointed, employed, or contracted with
by the Company pursuant to Section 4.1 of the Articles of Incorporation and
responsible for directing or performing the day-to-day business affairs of the
Company, including any Person to whom the Advisor subcontracts substantially all
of such functions.

     "Affiliate" means, as to any individual, corporation, partnership, trust,
limited liability company or other legal entity, (i) any Person directly or
indirectly owning, controlling or holding, with the power to vote, ten percent
(10%) or more of the outstanding voting securities of such other Person; (ii)
any Person ten percent (10%) or more of whose outstanding voting securities are
directly or indirectly owned, controlled or held, with the power to vote, by
such other Person; (iii) any Person directly or indirectly controlling,
controlled by or under common control with such other Persons; (iv) any
executive officer, director, trustee or general partner of such other Person;
and (v) any legal entity for which such Person acts as an executive officer,
director, manager, trustee or general partner.

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

     "Agreement" means this Agreement of Limited Partnership.

     "Allocable Invested Capital" means, for each Property, the product of (i)
the Invested Capital and (ii) a fraction equal to the Partnership's original
investment in that Property divided by the Partnership's total original
investment in all of its Properties.

     "Allocable Invested Capital Shortfall" means, for each Property that is
sold, the amount, if any, by which the Allocable Invested Capital exceeds the
Sale Proceeds available for distribution.

                                       2

<PAGE>

     "Articles of Incorporation" means the Articles of Incorporation of the
Company dated December 12, 2001.

     "Capital Account" has the meaning provided in Section 4.04 hereof.

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

     "Capital Transaction" means the refinancing, sale, exchange, condemnation,
recovery of a damage award or insurance proceeds (other than business or rental
interruption insurance proceeds not reinvested in the repair or reconstruction
of Properties), or other disposition of any Property (or the Partnership's
interest therein), except for any Terminating Capital Transaction.

     "Cash Amount" means an amount of cash per Partnership Unit equal to the
value of the REIT Shares Amount on the date of receipt by the General Partner of
a Notice of Redemption. The value of the REIT Shares Amount shall be based on
the average of the daily market price of REIT Shares for the ten (10)
consecutive Trading Days immediately preceding the date of such valuation. The
market price for each such Trading Day shall be: (i) if the REIT Shares are
listed or admitted to trading on any securities exchange, the sale price,
regular way, on such day, or if no such sale takes place on such day, the
average of a closing bid and asked prices, regular way, on such day, (ii) if the
REIT Shares are not listed or admitted to trading on any securities exchange,
the last reported sale price on such day or, if no sale takes place on such day,
the average of the closing bid and asked prices on such day, as reported by a
reliable quotation source designated by the General Partner, or (iii) if the
REIT Shares are not listed or admitted to trading on any securities exchange and
no such last reported sale price or closing bid and asked prices are available,
the average of the reported high bid and low asked prices on such day, as
reported by a reliable quotation source designated by the General Partner, or if
there shall be no bid and asked prices on such day, the average of the high bid
and low asked prices, as so reported, on the most recent day (not more than ten
days prior to the date in question) for which prices have been so reported;
provided, that if there are no bid and asked prices reported during the ten days
prior to the date in question, the value of the REIT Shares shall be determined
by the General Partner acting in good faith on the basis of such quotations and
other information as it considers, in its reasonable judgment, appropriate. In
the event the REIT Shares Amount includes rights that a holder of REIT Shares
would be entitled to receive, then the value of such rights shall be determined
by the General Partner acting in

                                       3

<PAGE>

good faith on the basis of such quotations and other information as it
considers, in its reasonable judgment, appropriate.

     "Cash Available for Distribution" means, for a taxable year of the
Partnership, a positive amount, if any, equal to the cash revenues and receipts
of the Partnership (other than those arising from a Capital Transaction or a
Terminating Capital Transaction) available for distribution to the partners
after payment of the Partnership's expenses and other expenditures and the
creation of any reasonably required reserves, as determined by the General
Partner.

     "Certificate" means any instrument or document that is required under the
laws of the Commonwealth of Virginia, or any other jurisdiction in which the
Partnership conducts business, to be signed and sworn to by the Partners of the
Partnership (either by themselves or pursuant to the power-of-attorney granted
to the General Partner in Section 8.02 hereof) and filed for recording in the
appropriate public offices within the Commonwealth of Virginia or such other
jurisdiction to perfect or maintain the Partnership as a limited partnership, to
effect the admission, withdrawal, or substitution of any Partner of the
Partnership, or to protect the limited liability of the Limited Partners as
limited partners under the laws of the Commonwealth of Virginia or such other
jurisdiction.

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

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

     "Company" means G REIT, Inc., a Virginia corporation.

     "Conversion Factor" means 1.0, provided that in the event that the Company
                                    --------
(i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or
makes a distribution to all holders of its outstanding REIT Shares in REIT
Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its
outstanding REIT Shares into a smaller number of REIT Shares, the Conversion
Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the
numerator of which shall be the number of REIT Shares issued and outstanding on
the record date for such dividend, distribution, subdivision, or combination
(assuming for such purposes that such dividend, distribution, subdivision, or
combination has occurred as of such time), and the denominator of which shall be
the actual number of REIT Shares (determined without the above assumption)
issued and outstanding on such date and, provided further, that in the event
                                         --------
that an entity other than an Affiliate of the Company shall become General
Partner pursuant to any merger, consolidation, or combination of the Company
with or into another entity (the "Successor Entity"),

                                       4

<PAGE>

the Conversion Factor shall be adjusted by multiplying the Conversion Factor by
the number of shares of the Successor Entity into which one REIT Share is
converted pursuant to such merger, consolidation or combination, determined as
of the date of such merger, consolidation, or combination. Any adjustment to the
Conversion Factor shall become effective immediately after the effective date of
such event retroactive to the record date, if any, for such event; provided,
                                                                   --------
however, that, if a Redeeming Partner is to receive the Cash Amount and the
-------
record date for such event falls during the valuation period for determining the
Cash Amount, the Conversion Factor shall be appropriately adjusted by the
General Partner to produce a fair and equitable calculation of the Cash Amount.

     "Cumulative Allocable Invested Capital Shortfall" means the cumulative
Allocable Invested Capital Shortfall from prior sales of Properties that has not
previously been distributed to the General Partner and the Limited Partners.

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

     "General Partner" means G REIT, Inc., a Virginia corporation, and any
Person who becomes a substitute or additional General Partner as provided
herein, and any of their successors as General Partner.

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

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

                                       5

<PAGE>

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

     "Independent Director" means a director who is not, and within the last two
(2) years has not been, directly or indirectly associated with the Sponsor or
the Advisor by virtue of (i) ownership of an interest in the Sponsor, the
Advisor, or their Affiliates, (ii) employment by the Sponsor, the Advisor, or
their Affiliates, (iii) service as an officer or director of the Sponsor, the
Advisor or their Affiliates, (iv) performance of services, other than as a
director, for the Company, (v) service as a director or trustee of more than
three (3) real estate investment trusts organized by the Sponsor or advised by
the Advisor, or (vi) maintenance of a material business or professional
relationship with the Sponsor, the Advisor or of their Affiliates. An indirect
relationship shall include circumstances in which a director's spouse, parents,
children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law or
brothers- or sisters-in-law is or has been associated with the Sponsor, the
Advisor, any of the Affiliates or the Company. A business or professional
relationship is considered material if the gross revenue derived by the director
from the Sponsor, the Advisor or their Affiliates exceeds five percent (5%) of
either the director's annual gross revenue during either of the last two (2)
years or the director's net worth on a fair market value basis.

     "Invested Capital" means (i) the sum of (A) the number of REIT Shares
issued by the Company (including any REIT Shares actually issued through the
Company's dividend reinvestment program, the Independent Director options, or
the broker-dealer warrants) and (B) the number of Partnership Units issued by
the Partnership to Limited Partners, multiplied by (ii) amount initially equal
to $10.00, which amount shall be adjusted appropriately to reflect (A) stock
dividends, stock splits, or other changes in the capital structure of the
Company or the Partnership and (B) at the discretion of the General Partner, any
changes in the average price per share paid for REIT Shares and Partnership
Units after the Offering.

     "Limited Partner" means any Person (other than the Special Limited Partner)
named as a Limited Partner on Exhibit A attached hereto, as Exhibit A may be
                              ---------
amended from time to time, and any Person who becomes a Substitute or Additional
Limited Partner, in such Person's capacity as a Limited Partner in the
Partnership.

     "Limited Partnership Interest" means the ownership interest of a Limited
Partner in the Partnership at any particular time, including the right of such
Limited Partner to any and all benefits to which such Limited Partner may be

                                       6

<PAGE>

entitled as provided in this Agreement and in the Act, together with the
obligations of such Limited Partner to comply with all the provisions of this
Agreement and of such Act.

     "Loss" shall have the meaning set forth in Section 5.01(k) hereof.

     "Notice of Redemption" means the Notice of Exercise of Redemption Right
substantially in the form attached as Exhibit B hereto.
                                      ---------

     "Offer" has the meaning set forth in Section 7.01(c) hereof.

     "Offering" means the initial offer and sale by the Company and the purchase
by the Underwriters (as defined in the Prospectus) of REIT Shares for sale to
the public.

     "Operating Income or Loss" means, for a taxable year of the Partnership,
the Profits and Losses of the Partnership (other than the Profits and Losses
arising from a Capital Transaction or a Terminating Capital Transaction), but
subject to the following adjustments:

          (i)  There shall be no reduction for depreciation or amortization
expenses; and

          (ii) Operating Income or Loss shall not include any items of income,
loss, gain, or expense that are specially allocated pursuant to Section 5.01(g),
(h), or (i).

     "Partner" means any General Partner, Limited Partner, or Special Limited
Partner.

     "Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in
Regulations Section 1.704-2(i). A Partner's share of Partner Nonrecourse Debt
Minimum Gain shall be determined in accordance with Regulations Section
1.704-2(i)(5).

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

     "Partnership Minimum Gain" has the meaning set forth in Regulations Section
1.704-2(d). In accordance with Regulations Section 1.704-2(d), the amount of
Partnership Minimum Gain is determined by first computing, for each

                                       7

<PAGE>

Partnership nonrecourse liability, any gain the Partnership would realize if it
disposed of the property subject to that liability for no consideration other
than full satisfaction of the liability, and then aggregating the separately
computed gains. A Partner's share of Partnership Minimum Gain shall be
determined in accordance with Regulations Section 1.704-2(g)(1).

     "Partnership Record Date" means the record date established by the General
Partner for the distribution of cash pursuant to Section 5.02 hereof, which
record date shall be the same as the record date established by the Company for
a distribution to its shareholders of some or all of its portion of such
distribution.

     "Partnership Unit" means a fractional, undivided share of the Partnership
Interests of all Partners (other than the Special Limited Partner) issued
hereunder. The allocation of Partnership Units among the Partners shall be as
set forth on Exhibit A, as may be amended from time to time.
             ---------

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

     "Person" means any individual, partnership, limited liability company,
corporation, joint venture, trust, or other entity.

     "Profit" shall have the meaning set forth in Section 5.01(k) hereof.

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

     "Prospectus" means the same as that term is defined in Section 2(10) of the
Securities Act of 1933, including a preliminary prospectus, an offering circular
as described in Rule 256 of the General Rules and Regulations under the
Securities Act of 1933 or, in the case of an intrastate offering, any document
by whatever name known, used for the purpose of offering and selling securities
to the public.

     "Redemption Amount" means either the Cash Amount or the REIT Shares Amount,
as selected by the General Partner in its sole discretion pursuant to Section
8.05(b) hereof.

     "Redemption Right" has the meaning provided in Section 8.05(a) hereof.

     "Redemption Shares" has the meaning provided in Section 8.06(a) hereof.

                                       8

<PAGE>

     "Redeeming Partner" has the meaning provided in Section 8.05(a) hereof.

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

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

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

     "REIT Shares" means the shares of common stock, $.01 par value per share,
of the Company (or Successor Entity, as the case may be).

     "REIT Shares Amount" shall mean a number of REIT Shares equal to the
product of the number of Partnership Units offered for redemption by a Redeeming
Partner, multiplied by the Conversion Factor as adjusted to and including the
day immediately preceding the Specified Redemption Date; provided, that in the
event the Company issues to all holders of REIT Shares rights, options,
warrants, or convertible or exchangeable securities entitling the shareholders
to subscribe for or purchase REIT Shares, or any other securities or property
(collectively, the

                                       9

<PAGE>

"rights"), and the rights have not expired at the Specified Redemption Date,
then the REIT Shares Amount shall also include the rights issuable to a holder
of the REIT Shares Amount of REIT Shares on the record date fixed for purposes
of determining the holders of REIT Shares entitled to rights.

     "Return" means an 8% per annum cumulative, non-compounded return on
Adjusted Invested Capital. If Adjusted Invested Capital is adjusted during a
period for which the Return is calculated, the Return will be computed based on
the weighted average Adjusted Invested Capital for the period. The Return shall
be prorated with respect to any Partner that is admitted as a Partner during a
period or that withdraws as a Partner during a period.

     "Sale Proceeds" means the cash proceeds from a Capital Transaction after
payment of, or adequate provision for, transaction expenses, debts of the
Partnership, and any reasonably necessary reserves; provided, however, that Sale
                                                    --------  -------
Proceeds shall not include proceeds from any Terminating Capital Transaction.

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

     "Service" means the Internal Revenue Service.

     "Special Limited Partner" means Triple Net Properties, L.L.C., a Virginia
limited liability company, and any Person who becomes a substitute or additional
Special Limited Partner as provided herein.

     "Specified Redemption Date" means the first business day that is at least
60 days after the receipt by the General Partner of the Notice of Redemption, or
such earlier date as shall be designated in writing to the Redeeming Partner by
the General Partner.

     "Sponsor" means any Person directly or indirectly instrumental in
organizing, wholly or in part, the Company or any Person who will control,
manage, or participate in the management of the Company, and any Affiliate of
such Person. Not included is any Person whose only relationship with the Company
is that of an independent property manager of Company assets, and whose only
compensation is as such. Sponsor does not include wholly independent third
parties such as attorneys, accountants, and underwriters whose only compensation
is for professional services. A Person may also be deemed a Sponsor of the
Company by:

          (i)  taking the initiative, directly or indirectly, in founding or
organizing the business or enterprise of the Company, either alone or in
conjunction with one or more other Persons;


                                       10

<PAGE>

          (ii)   receiving a material participation in the Company in connection
with the founding or organizing of the business of the Company, in consideration
of services or property, or both services and property;

          (iii)  having a substantial number of relationships and contacts with
the Company;

          (iv)   possessing significant rights to control Company properties;

          (v)    receiving fees for providing services to the Company which are
paid on a basis that is not customary in the industry; or

          (vi)   providing goods or services to the Company on a basis which was
not negotiated at arms' length with the Company.

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

     "Subsidiary Partnership" means any partnership in which the Company, a
Subsidiary of the Company, or the Partnership owns a partnership interest.

     "Substitute Limited Partner" means any Person admitted to the Partnership
as a Limited Partner pursuant to Section 9.03 hereof.

     "Successor Entity" has the meaning provided in the definition of
"Conversion Factor" contained herein.

     "Survivor" has the meaning set forth in Section 7.01(d) hereof.

     "Terminating Capital Transaction" means the sale, exchange or other
disposition of all or substantially all of the assets of the Partnership, after
which transaction the Partnership is dissolved and terminated.

     "Trading Day" means a day on which the principal national securities
exchange on which security is listed or admitted to trading is open for the
transaction of business or, if a security is not listed or admitted to trading
on any national securities exchange, shall mean any day other than a Saturday, a
Sunday, or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.

     "Transaction" has the meaning set forth in Section 7.01(c) hereof.


                                       11

<PAGE>

     "Transfer" has the meaning set forth in Section 9.02(a) hereof.

     "Transfer Restriction Date" means that date on which the Offering is
declared effective by the Commission, or such later date as shall be established
by agreement between the Partnership and any Limited Partner.

     "Withheld Amount" means an amount required to be withheld by the
Partnership under the Code or any other federal, state or local law, including,
without limitation, pursuant to Sections 1441, 1442, 1445, and 1446 of the Code.

                                   ARTICLE II
                   PARTNERSHIP CONTINUATION AND IDENTIFICATION
                   -------------------------------------------

     Section 2.01  Organization.
                   ------------

     The Partnership is a limited partnership organized pursuant to the
provisions of the Act. Except as expressly provided herein to the contrary, the
rights and obligations of the Partners and the administration and termination of
the Partnership shall be governed by the Act. The Partnership Interest of each
Partner shall be personal property for all purposes.

     Section 2.02  Name.
                   ----

     The name of the Partnership shall be G REIT, L.P. The Partnership's
business may be conducted under any other name or names deemed advisable by the
General Partner, including the name of the General Partner or any Affiliate
thereof. The words "Limited Partnership," "L.P.," "Ltd." or similar words or
letters shall be included in the Partnership's name where necessary for the
purposes of complying with the laws of any jurisdiction that so requires. The
General Partner in its sole and absolute discretion may change the name of the
Partnership at any time and from to time to time shall notify the Limited
Partners of such change in the next regular communication to the Limited
Partners.

     Section 2.03  Registered Office and Agent; Principal Office.
                   ---------------------------------------------

     The name and address of the Partnership's registered agent in the
Commonwealth of Virginia is Louis J. Rogers, Esq., 701 East Byrd Street, 15th
Floor, Richmond, Virginia 23219. The principal office of the Partnership shall
be located at 1551 N. Tustin Avenue, Suite 650, Santa Ana, California 92705, or
such other place as the General Partner may from time to time designate, in its
sole and absolute discretion, by notice to the Limited Partners. The Partnership
may maintain offices at such other place or places within or outside the
Commonwealth of Virginia as the General Partner deems advisable.


                                       12

<PAGE>

     Section 2.04   Partners.
                    --------

     (a)  The General Partner of the Partnership is G REIT, Inc., a Virginia
corporation. Its principal place of business shall be the same as that of the
Partnership.

     (b)  The General Partner hereby consents to admit those persons identified
on Exhibit A as Limited Partners or Special Limited Partners as of the date
   ---------
hereof. The Limited Partners shall be those Persons identified as Limited
Partners on Exhibit A hereto, amended from time to time.
            ---------

     Section 2.05   Term and Dissolution.
                    --------------------

     (a)  The term of the Partnership commenced on December 17, 2001, the date
the Certificate was filed in the Clerk's Office of the Commission in accordance
with the Act, and shall continue in full force and effect until December 31,
2050, except that the Partnership shall be dissolved upon the first to occur of
any of the following events:

          (i)    The occurrence of an Event of Bankruptcy as to a General
     Partner or the dissolution, death, removal, or withdrawal of a General
     Partner unless the business of the Partnership is continued pursuant to
     Section 7.03(b) hereof; provided that if a General Partner is on the date
     of such occurrence a partnership, the dissolution of such General Partner
     as a result of the dissolution, death, withdrawal, removal, or Event of
     Bankruptcy of a partner in such partnership shall not be an event of
     dissolution of the Partnership if the business of such General Partner is
     continued by the remaining partner or partners, either alone or with
     additional partners, and such General Partner and such partners comply with
     any other applicable requirements of this Agreement;

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

          (iii)  The election by the General Partner that the Partnership should
     be dissolved; or

          (iv)   As otherwise provided in the Act.


                                       13

<PAGE>

     (b) Upon dissolution of the Partnership (unless the business of the
Partnership is continued pursuant to Section 7.03(b) hereof), the General
Partner (or its trustee, receiver, successor or legal representative) shall
amend or cancel the Certificate and liquidate the Partnership's assets and apply
and distribute the proceeds thereof in accordance with Section 5.06 hereof.
Notwithstanding the foregoing, the liquidating General Partner may either (i)
defer liquidation of, or withhold from distribution for a reasonable time, any
assets of the Partnership (including those necessary to satisfy the
Partnership's debts and obligations), or (ii) distribute the assets of the
Partnership to the Partners in kind.

     Section 2.06  Filing of Certificate and Perfection of Limited Partnership.
                   -----------------------------------------------------------

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

     Section 2.07  Certificates Describing Partnership Units.
                   -----------------------------------------

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

          This certificate is not negotiable. The Partnership Units represented
          by this certificate are governed by and transferable only in
          accordance with the provisions of the Agreement of Limited Partnership
          of G REIT, L.P.

                                   ARTICLE III
                           BUSINESS OF THE PARTNERSHIP
                           ---------------------------

     Section 3.01  Purpose and Nature.
                   ------------------

     The purpose and nature of the business to be conducted by the Partnership
is (i) to conduct any business that may be lawfully conducted by a limited
partnership organized pursuant to the Act, provided, however, that such business
                                           --------  -------
shall be limited to and conducted in such manner as to permit the Company at all
times to qualify as a REIT, unless the Company otherwise ceases to qualify as a
REIT, (ii) to

                                       14

<PAGE>

enter into any partnership, joint venture or other similar arrangement to engage
in any of the foregoing or the ownership of interests in any entity engaged in
any of the foregoing, and (iii) to do anything necessary or incidental to the
foregoing. In connection with the foregoing, and without limiting the Company's
right in its sole discretion to cease qualifying as a REIT, the Partners
acknowledge that the Company's current status as a REIT inures to the benefit of
all the Partners and not solely to the Company. The General Partner shall also
be empowered to do any and all acts and things necessary or prudent to ensure
that the Partnership will not be classified a "publicly traded partnership" that
is treated as a corporation under Section 7704 of the Code.

     Section 3.02 Powers.
                  ------

     The Partnership is empowered to do any and all acts and things necessary,
appropriate, proper, advisable, incidental to or convenient for the furtherance
and accomplishment of the purposes and business described herein and for the
protection and benefit of the Partnership, provided that the Partnership shall
not take, or refrain from taking, any actions which, in the judgment of the
General Partner, in its sole and absolute discretion, could: (i) adversely
affect the ability of the Company to initially qualify, or continue to qualify,
as a REIT; (ii) subject the Company to any taxes under Section 857 or Section
4981 of the Code (other than any tax imposed under Code Section 857 on capital
gains that the Company elects to retain); or (iii) violate any law or regulation
of any governmental body or agency having jurisdiction over the Company or its
securities, unless such action (or inaction) shall have been specifically
consented to in writing by the Company.

                                   ARTICLE IV
                       CAPITAL CONTRIBUTIONS AND ACCOUNTS
                       ----------------------------------

     Section 4.01 Capital Contributions.
                  ---------------------

     The General Partner, the Special Limited Partner, and the Limited Partners
have made capital contributions to the Partnership in exchange for the
Partnership Interests set forth opposite their names on Exhibit A, as amended
                                                        ---------
from time to time.

     Section 4.02 Additional Capital Contributions and Issuances of Additional
                  ------------------------------------------------------------
Partnership Interests.
----------------------

     Except as provided in this Section 4.02 or in Section 4.03, the Partners
shall have no right or obligation to make any additional Capital Contributions
or loans to the Partnership. The General Partner may contribute additional
capital to the

                                       15

<PAGE>

Partnership, from time to time, and receive additional Partnership Interests in
respect thereof, in the manner contemplated in this Section 4.02.

     (a)  Issuances of Additional Partnership Interests.
          ---------------------------------------------

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

               (1)(A) the additional Partnership Interests are issued in
          connection with an issuance of REIT Shares of or other interests in
          the Company, which shares or interests have designations, preferences
          and other rights, all such that the economic interests are
          substantially similar to the designations, preferences, and other
          rights of the additional Partnership Interests issued to the Company
          by the Partnership in accordance with this Section 4.02 and (B) the
          Company shall make a Capital Contribution (directly or through the
          General Partner) to the Partnership in an amount equal to the proceeds
          raised in connection with the issuance of such REIT Shares of or other
          interests in the Company, or

               (2) the additional Partnership Interests are issued to all
          Partners in proportion to their respective Percentage Interests.

                                       16

<PAGE>

     Without limiting the foregoing, the General Partner is expressly authorized
to cause the Partnership to issue Partnership Units for less than fair market
value, so long as the General Partner concludes in good faith that such issuance
is in the best interests of the General Partner and the Partnership.

     (b) Upon Issuance of Additional Securities. After the Offering, the Company
         --------------------------------------
shall not issue any additional REIT Shares (other than REIT Shares issued in
connection with a redemption pursuant to Section 8.05 hereof) or rights,
options, warrants or convertible or exchangeable securities containing the right
to subscribe for or purchase REIT Shares (collectively, "Additional Securities")
other than to all holders of REIT Shares, unless (A) the General Partner shall
cause the Partnership to issue to the Company Partnership Interests or rights,
options, warrants or convertible or exchangeable securities of the Partnership
having designations, preferences and other rights, all such that the economic
interests are substantially similar to those of the Additional Securities, and
(B) the Company contributes (directly or through the General Partner) the
proceeds from the issuance of such Additional Securities and from any exercise
of rights contained in such Additional Securities to the Partnership; provided,
                                                                      --------
however, that the Company is allowed to issue Additional Securities without
-------
complying with the provisions of (A) and (B) above if such issuance of
Additional Securities has been approved and determined to be in the best
interests of the Company and the Partnership by a majority of the Independent
Directors. Without limiting the foregoing, the Company is expressly authorized
to issue Additional Securities for less than fair market value, and the General
Partner is expressly authorized to cause the Partnership to issue to the Company
corresponding Partnership Interests, so long as (x) the General Partner
concludes in good faith that such issuance is in the best interests of the
Partnership, and (y) the Company contributes (directly or through the General
Partner) all proceeds from such issuance to the Partnership. In the event the
Company issues REIT Shares for a cash purchase price and contributes (directly
or through the General Partner) all of the proceeds of such issuance to the
Partnership, the General Partner shall be issued a number of additional
Partnership Units equal to the product of (A) the number of such REIT Shares
issued by the Company, the proceeds of which were so contributed, multiplied by
(B) a fraction, the numerator of which is 100%, and the denominator of which is
the Conversion Factor in effect on the date of such contribution.

     (c) Certain Deemed Contributions of Proceeds of Offering of REIT Shares. In
         -------------------------------------------------------------------
connection with any and all offerings of REIT Shares, the Company shall make
(directly or through the General Partner) Capital Contributions to the
Partnership of the net proceeds therefrom, provided that if the proceeds
                                           --------
actually received and contributed are less than the gross proceeds of such
offering as a result of any underwriter's discount or other expenses paid or
incurred in connection with such issuance, then the Company shall make (directly
or through a General Partner) a Capital Contribution of such net proceeds to the
Partnership but the General

                                       17

<PAGE>

Partner shall receive additional Partnership Units with a value equal to the
aggregate amount of the gross proceeds of such issuance pursuant to Section
4.02(a) hereof. Upon any such Capital Contribution by the Company or the General
Partner, its Capital Account shall be increased by the actual amount of its
Capital Contribution pursuant to Section 4.01 hereof.

     Section 4.03  Additional Funding.
                   ------------------

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

     Section 4.04  Capital Accounts.
                   ----------------

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


     Section 4.05  Percentage Interests.
                   --------------------

     If the number of outstanding Partnership Units increases or decreases
during a taxable year, each Partner's Percentage Interest shall be adjusted by
the General Partner effective as of the effective date of each such increase or
decrease to a percentage equal to the number of Partnership Units held by such
Partner divided by the aggregate number of Partnership Units outstanding after
giving effect to such increase or decrease. If the Partners' Percentage
Interests are adjusted pursuant to this Section 4.05, Operating Income for the
taxable year in which the

                                       18

<PAGE>

adjustment occurs shall be allocated between the part of the year ending on the
day preceding the effective date of such adjustment and the part of the year
beginning on the effective date of such adjustment either (i) as if the taxable
year had ended on the date of the adjustment or (ii) based on the number of days
in each part. The General Partner, in its sole discretion, shall determine which
method shall be used to allocate Operating Income for the taxable year in which
the adjustment occurs. The allocation of Operating Income for the earlier part
of the year shall be based on the Percentage Interests before adjustment, and
the allocation of Operating Income for the later part shall be based on the
adjusted Percentage Interests.

     Section 4.06  No Interest on Contributions.
                   ----------------------------

     No Partner shall be entitled to interest on its Capital Contribution.

     Section 4.07  Return of Capital Contributions.
                   -------------------------------

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

     Section 4.08  No Third-Party Beneficiary.
                   --------------------------

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


                                       19

<PAGE>

                                    ARTICLE V
                           ALLOCATIONS; DISTRIBUTIONS
                           --------------------------

     Section 5.01  Allocations.
                   -----------

     (a)  Operating Income. Operating Income of the Partnership for each taxable
          -----------------
year of the Partnership shall be allocated among the Partners as follows:

          (i)    First, 100% to the General Partner and the Limited Partners in
     accordance with their respective Percentage Interests until the cumulative
     amount of Operating Income and gain allocated pursuant to this Section
     5.01(a)(i) and Section 5.01(c)(i)(A) for the current and all prior years
     equals the cumulative amount of Operating Losses and losses allocated
     pursuant to Section 5.01(b)(iii) and Section 5.01(c)(ii)(B) for the current
     and all prior years;

          (ii)   Second, 85% to the General Partner and the Limited Partners in
     accordance with their respective Percentage Interests and 15% to the
     Special Limited Partner until the cumulative amount of Operating Income and
     gain allocated pursuant to this Section 5.01(a)(ii) and Section
     5.01(c)(i)(B) for the current and all prior years equals the cumulative
     amount of Operating Losses and losses allocated pursuant to Section
     5.01(b)(ii) and Section 5.01(c)(ii)(A) for the current and all prior years;

          (iii)  Third, 100% to the General Partner and the Limited Partners in
     accordance with their respective Percentage Interests until the cumulative
     amount of Operating Income and gain allocated to the General Partner and
     each of the Limited Partners under this Section 5.01(a)(iii) and Section
     5.01(c)(i)(C)(4) for the current and all prior years and under Section
     5.01(a)(v) for all prior years (less the cumulative amount of Operating
     Losses allocated under Section 5.01(b)(i) for the current and all prior
     years) equals the cumulative amount distributed to the General Partner and
     each of the Limited Partners pursuant to Section 5.02(a)(i) and Section
     5.02(b)(i)(C) for the current and all prior years;

          (iv)   Fourth, 85% to the General Partner and the Limited Partners in
     accordance with their respective Percentage Interests and 15% to the
     Special Limited Partner until the cumulative amount of Operating Income and
     gain allocated to the Special Limited Partner under this Section
     5.01(a)(iv) and Section 5.01(c)(i)(D) for the current and all prior years
     equals the cumulative amount distributed to the Special Limited Partner
     pursuant to Section 5.02(a)(ii) and Section 5.02(b)(ii) for the current and
     all prior years; and


                                       20

<PAGE>

          (v)    Thereafter, 100% to the General Partner and the Limited
     Partners in accordance with their respective Percentage Interests.

     (b)  Operating Losses. Operating Losses of the Partnership for each taxable
          ----------------
year of the Partnership  shall be allocated among the Partners as follows:

          (i)    First, 100% to the General Partner and the Limited Partners in
     accordance with their respective Percentage Interests until the cumulative
     amount of Operating Losses allocated pursuant to this Section 5.01(b)(i)
     for the current and all prior years equals the cumulative amount of
     Operating Income allocated pursuant to Section 5.01(a)(v) for the current
     and all prior years;

          (ii)   Second, 85% to the General Partner and the Limited Partners in
     accordance with their respective Percentage Interests and 15% to the
     Special Limited Partner until the cumulative amount of Operating Losses and
     losses allocated pursuant to this Section 5.01(b)(ii) and Section
     5.01(c)(ii)(A) for the current and all prior years (less the cumulative
     amount of Operating Income and gain allocated pursuant to Section
     5.01(a)(ii) and Section 5.01(c)(i)(B) for the current and all prior years)
     equals the cumulative amount of Operating Income and gain allocated
     pursuant to Section 5.01(a)(iv) and Section 5.01(c)(i)(D) for the current
     and all prior years; and

          (iii)  Thereafter, 100% to the General Partner and the Limited
     Partners in accordance with their respective Percentage Interests.

     (c)  Gains and Losses from Capital Transactions. (i) Gains from Capital
          ------------------------------------------
Transactions shall be allocated among the Partners as follows:

                 (A)  First, 100% to the General Partner and the Limited
          Partners in accordance with their respective Percentage Interests
          until the cumulative amount of Operating Income and gain allocated
          pursuant to Section 5.01(a)(i) and this Section 5.01(c)(i)(A) for the
          current and all prior years equals the cumulative amount of Operating
          Losses and losses allocated pursuant to Section 5.01(b)(iii) and
          Section 5.01(c)(ii)(B) for the current and all prior years;

                 (B)  Second, 85% to the General Partner and the Limited
          Partners in accordance with their respective Percentage Interests and
          15% to the Special Limited Partner until the cumulative amount of
          Operating Income and gain allocated pursuant to Section 5.01(a)(ii)
          and this Section 5.01(c)(i)(B) for the current and all prior years
          equals the cumulative amount of Operating Losses and losses allocated


                                       21

<PAGE>

          pursuant to Section 5.01(b)(ii) and Section 5.01(c)(ii)(A) for the
          current and all prior years;

               (C)  Third, 100% to the General Partner and the Limited Partners
          in accordance with their respective Percentage Interests until the
          General Partner and the Limited Partners have been allocated an
          aggregate amount equal to the sum of (1) any depreciation or
          amortization recapture associated with the Partnership's investment in
          the Property, (2) the amount by which the Allocable Invested Capital
          exceeds the Partnership's investment in the Property, (3) any amounts
          distributed to the General Partner and the Limited Partners pursuant
          to Section 5.02(b)(i)(B) (except to the extent that the related
          Cumulative Allocable Invested Capital Shortfall was attributable to a
          loss previously allocated pursuant to Section 5.01(c)(ii)(B) that has
          been previously recaptured pursuant to Section 5.01(a)(i) or Section
          5.01(c)(i)(A)), and (4) any amounts distributed to the General Partner
          and the Limited Partners pursuant to Section 5.02(b)(i)(C); and

               (D)  Thereafter, 85% to the General Partner and the Limited
          Partners in accordance with their respective Percentage Interests, and
          15% to the Special Limited Partner.

          (ii) Losses from Capital Transactions shall be allocated among the
     Partners follows:

               (A)  First, 85% to the General Partner and the Limited Partners
          in accordance with their respective Percentage Interests and 15% to
          the Special Limited Partner until the cumulative amount of Operating
          Losses and losses allocated pursuant to Section 5.01(b)(ii) and this
          Section 5.01(c)(ii)(A) for the current and all prior years (less the
          cumulative amount of Operating Income and gain allocated pursuant to
          Section 5.01(a)(ii) and Section 5.01(c)(i)(B) for the current and all
          prior years) equals the cumulative amount of Operating Income and gain
          allocated pursuant to Section 5.01(a)(iv) and Section 5.01(c)(i)(D)
          for the current and all prior years; and

               (B)  Thereafter, 100% to the General Partner and the Limited
          Partners in accordance with their respective Percentage Interests.

     (d)  Gains and Losses from Terminating Capital Transactions. (i) Gains from
          ------------------------------------------------------
a Terminating Capital Transaction shall be allocated among the Partners as
follows:


                                       22

<PAGE>

                    (A) First, 100% to the General Partner and the Limited
              Partners in accordance with their respective Percentage Interests
              until the aggregate Capital Account balance of the General Partner
              and the Limited Partners equals the sum of (1) the Adjusted
              Invested Capital (after reduction by any amounts previously
              distributed pursuant to Section 5.02(a)(i)(B) and Section
              5.02(b)(i)(A) and (B)) and (2) the cumulative Return for the
              current year and all prior years that has not previously been
              distributed pursuant to Section 5.02(a)(i)(A) and Section
              5.02(b)(i)(C); and

                    (B) Thereafter, 85% to the General Partner and the Limited
              Partners in accordance with their respective Percentage Interests,
              and 15% to the Special Limited Partner.

              (ii)  Losses from a Terminating Capital Transaction shall be
         allocated among the Partners as follows:

                    (A) First, 85% to the General Partner and the Limited
              Partners in accordance with their respective Percentage Interests
              and 15% to the Special Limited Partner until the cumulative amount
              of Operating Losses and losses allocated pursuant to Section
              5.01(b)(ii), Section 5.01(c)(ii)(A), and this Section
              5.01(d)(ii)(A) for the current and all prior years (less the
              cumulative amount of Operating Income and gain allocated pursuant
              to Section 5.01(a)(ii) and Section 5.01(c)(i)(B) for the current
              and all prior years) equals the cumulative amount of Operating
              Income and gain allocated pursuant to Section 5.01(a)(ii), Section
              5.01(a)(iv), and Section 5.01(c)(i)(D) for the current and all
              prior years; and

                    (B) Thereafter, 100% to the General Partner and the Limited
              Partners in accordance with their respective Percentage Interests.

         (e)  Clawback. Notwithstanding Sections 5.01(a), (b), (c), and (d)
              --------
hereof, to the extent that the Special Limited Partner is required to repay
distributions to the Partnership pursuant to Section 5.02(c) hereof, the
allocations under Sections 5.01(a), (b), (c), and (d) hereof shall be adjusted
to reflect such repayment.


         (f)  Depreciation and Amortization Deductions. Depreciation and
              ----------------------------------------
amortization deductions for each taxable year of the Partnership shall be
allocated to the General Partner and the Limited Partners in accordance with
their respective Percentage Interests.

         (g)  Minimum Gain Chargeback. Notwithstanding any provision to the
              -----------------------
contrary, (i) any expense of the Partnership that is a "nonrecourse deduction"

                                       23

<PAGE>

within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in
accordance with the Partners' respective Percentage Interests, (ii) any expense
of the Partnership that is a "partner nonrecourse deduction" within the meaning
of Regulations Section 1.704-2(i)(2) shall be allocated to the Partner that
bears the "economic risk of loss" of such deduction in accordance with
Regulations Section 1.704-2(i)(1), (iii) if there is a net decrease in
Partnership Minimum Gain within the meaning of Regulations Section 1.704-2(f)(1)
for any Partnership taxable year, then subject to the exceptions set forth in
Regulations Section 1.704-2(f)(2), (3), (4) and (5), items of gain and income
shall be allocated among the Partners in accordance with Regulations Section
1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j),
and (iv) if there is a net decrease in Partner Nonrecourse Debt Minimum Gain
within the meaning of Regulations Section 1.704-2(i)(4) for any Partnership
taxable year, then, subject to the exceptions set forth in Regulations Section
1.704(2)(g), items of gain and income shall be allocated among the Partners in
accordance with Regulations Section 1.704-2(i)(4) and the ordering rules
contained in Regulations Section 1.704-2(j). A Partner's "interest in
partnership profits" for purposes of determining its share of the nonrecourse
liabilities of the Partnership within the meaning of Regulations Section
1.752-3(a)(3) shall be such Partner's Percentage Interest.

         (h) Qualified Income Offset. If a Partner receives in any taxable year
             -----------------------
an adjustment, allocation, or distribution described in subparagraph (4), (5),
or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a
deficit balance in such Partner's Capital Account that exceeds the sum of such
Partner's shares of Partnership Minimum Gain and Partner Nonrecourse Debt
Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g)
and 1.704-2(i), such Partner shall be allocated specially for such taxable year
(and, if necessary, later taxable years) items of income and gain in an amount
and manner sufficient to eliminate such deficit Capital Account balance as
quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d).
After the occurrence of an allocation of income or gain to a Partner in
accordance with this Section 5.01(h), to the extent permitted by Regulations
Section 1.704-1(b), items of expense or loss shall be allocated to such Partner
in an amount necessary to offset the income or gain previously allocated to such
Partner under this Section 5.01(h).


         (i) Capital Account Deficits. Loss shall not be allocated to a Partner
             ------------------------
to the extent that such allocation would cause a deficit in such Partner's
Capital Account (after reduction to reflect the items described in Regulations
Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6)) to exceed the sum of such
Partner's shares of Partnership Minimum Gain and Partner Nonrecourse Debt
Minimum Gain. Any loss in excess of that limitation shall be allocated to other
Partners who have positive Capital Account balances in accordance with their
respective Percentage Interests. After the occurrence of an allocation of loss
to a Partner in accordance with this Section 5.01(i), to the extent permitted by
Regulations Section 1.704-1(b),

                                       24

<PAGE>

profit, income, or gain shall be allocated to such Partner in an amount
necessary to offset a loss previously allocated to such Partner under this
Section 5.01(i).

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

         (k) Definition of Profit and Loss. "Profit" and "Loss" and any items of
             -----------------------------
income, gain, expense, or loss referred to in this Agreement shall be determined
in accordance with federal income tax accounting principles, as modified by
Regulations Section 1.704-1(b)(2)(iv). All allocations of income, Profit, gain,
Loss, and expense (and all items contained therein) for federal income tax
purposes shall be identical to all allocations of such items set forth in this
Section 5.01, except as otherwise required by Section 704(c) of the Code and
Regulations Section 1.704-1(b)(4). The General Partner shall have the authority
to elect the method to be used by the Partnership for allocating items of
income, gain, expense, and loss as required by Section 704(c) of the Code and
such election shall be binding on all Partners.

         Section 5.02  Distributions.
                       -------------

         (a) Cash Available for Distribution. The Partnership shall distribute
             -------------------------------
Cash Available for Distribution on a quarterly (or, at the election of the
General Partner, more frequent) basis, in an amount determined by the General
Partner in its sole discretion, to the Partners who are Partners on the
Partnership Record Date with respect to such quarter (or other distribution
period) as follows:

             (i) First, 100% to the General Partner and the Limited Partners in
         accordance with their respective Percentage Interests until the General
         Partner and the Limited Partners have received an amount equal to the
         sum of (A) the excess, if any, of (I) the cumulative Return for the
         current and all prior years over (II) the sum of all prior
         distributions to the General Partner and the Limited Partners pursuant
         to this Section 5.02(a)(i)(A) and Section 5.02(b)(i)(C) and (B) any
         Cumulative Allocable Invested Capital Shortfall; and

                                       25

<PAGE>

              (ii) Thereafter, 85% to the General Partner and the Limited
         Partners in accordance with their respective Percentage Interests, and
         15% to the Special Limited Partner.

Notwithstanding the foregoing, however, if a new or existing Partner acquires an
additional Partnership Interest in exchange for a Capital Contribution on any
date other than a Partnership Record Date, the cash distribution attributable to
such additional Partnership Interest relating to the Partnership Record Date
next following the issuance of such additional Partnership Interest shall be
reduced in the proportion to (i) the number of days that such additional
Partnership Interest is held by such Partner bears to (ii) the number of days
between such Partnership Record Date and the immediately preceding Partnership
Record Date.

         (b)  Sale Proceeds. The Partnership shall distribute Sale Proceeds on a
              -------------
quarterly (or, at the election of the General Partner, more frequent) basis, in
an amount determined by the General Partner in its sole discretion, to the
Partners who are Partners on the Partnership Record Date with respect to such
quarter (or other distribution period) as follows:

              (i)  First, 100% to the General Partner and the Limited Partners
         in accordance with their respective Percentage Interests until the
         General Partner and the Limited Partners have received an amount equal
         to the sum of (A) the Allocable Invested Capital with respect to the
         Properties sold during such quarter (or other distribution period), (B)
         any Cumulative Allocable Invested Capital Shortfall that is not being
         distributed pursuant to Section 5.02(a)(i)(B) hereof, and (C) any
         cumulative shortfall in the General Partner's and the Limited Partners'
         receipt of the Return pursuant to Section 5.02(a)(i)(A) hereof; and

              (ii) Thereafter, 85% to the General Partner and the Limited
         Partners in accordance with their respective Percentage Interests, and
         15% to the Special Limited Partner.

         (c)  Clawback.  Notwithstanding Sections 5.02(a) and (b) hereof, if
              --------
there is a shortfall in the distribution of the Return to the General Partner
and the Limited Partners at the end of any calendar year and the Special Limited
Partner previously has received distributions pursuant to Section 5.02(a)(ii) or
5.02(b)(ii) (other than distributions that have previously been repaid pursuant
to this Section 5.02(c)), the Special Limited Partner will be required to repay
to the Partnership whatever portion of those prior distributions is necessary to
cause the Return to be met. The Partnership will distribute any repaid amounts
to the General Partner and the Limited Partners in accordance with their
respective Percentage Interests. For purposes of this Section 5.02(c), in
determining whether there is a shortfall in the Return, only amounts distributed
pursuant to Section 5.02(a)(i)(A) or Section

                                       26

<PAGE>

5.02(b)(i)(C) generally will be taken into account. However, to the extent that
the Special Limited Partner has returned a distribution under this Section
5.02(c), the returned distribution plus the original accompanying 85%
distribution to the General Partner and the Limited Partners will be treated as
having been distributed 100% to the General Partner and the Limited Partners
pursuant to Section 5.02(a)(i)(A) or Section 5.02(b)(i)(C). In no event will the
cumulative amount repaid by the Special Limited Partner to the Partnership
pursuant to this Section 5.02(c) exceed the cumulative amount of distributions
that the Special Limited Partner previously has received pursuant to Sections
5.02(a)(ii) and 5.02(b)(ii).

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

                                       27

<PAGE>


            Any amounts treated as a Partnership Loan or a General Partner Loan
pursuant to this Section 5.02(d) shall bear interest at the lesser of (i) the
base rate on corporate loans at large United States money center commercial
banks, as published from time to time in The Wall Street Journal, or (ii) the
maximum lawful rate of interest on such obligation, such interest to accrue from
the date the Partnership or the General Partner, as applicable, is deemed to
extend the loan until such loan is repaid in full.

        (e) Redeemed Partnership Units. In no event may a Partner receive a
            --------------------------
distribution of cash with respect to a Partnership Unit if such Partner is
entitled to receive an equivalent cash dividend as the holder of record of a
REIT Share for which all or part of such Partnership Unit has been or will be
redeemed.

        Section 5.03  REIT Distribution Requirements.
                      ------------------------------

        The General Partner shall use its reasonable efforts to cause the
Partnership to distribute amounts sufficient to enable the Company to pay
shareholder dividends that will allow a Company to (i) meet its distribution
requirement for qualification as a REIT as set forth in Section 857 of the Code
and (ii) avoid any federal income or excise tax liability imposed by the Code
(other than federal income tax liability associated with capital gains that the
Company elects to retain).

        Section 5.04  No Right to Distributions in Kind.
                      ---------------------------------

        No Partner shall be entitled to demand property other than cash in
connection with any distributions by the Partnership.

        Section 5.05  Limitations on Return of Capital Contributions.
                      ----------------------------------------------

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

        Section 5.06  Distributions Upon Liquidation.
                      ------------------------------

        (a) Upon liquidation of the Partnership, after payment of, or adequate
provision for, debts and obligations of the Partnership, including any Partner
loans, any remaining assets of the Partnership shall be distributed to all
Partners with positive Capital Accounts in accordance with their respective
positive Capital Account balances. For purposes of this Section 5.06(a), the
Capital Account of each

                                       28

<PAGE>

Partner shall be determined after all adjustments made in accordance with
Sections 5.01 and 5.02 resulting from Partnership operations and from all sales
and dispositions of all or any part of the Partnership's assets. To the extent
deemed advisable by the General Partner, appropriate arrangements (including the
use of a liquidating trust) may be made to assure that adequate funds are
available to pay any contingent debts or obligations.

     (b)  If less than all of the Adjusted Invested Capital has been returned to
the General Partner and the Limited Partners or there is a shortfall in the
distribution of the Return to the General Partner and the Limited Partners when
the Partnership's last Property has been sold and the Special Limited Partner
previously has received distributions pursuant to Section 5.02(a)(ii) or
5.02(b)(ii) (other than distributions that have previously been repaid pursuant
to Section 5.02(c)), the Special Limited Partner will be required to repay to
the Partnership whatever portion of those prior distributions is necessary to
cause a full return of Adjusted Invested Capital and a full distribution of the
Return to the General Partner and the Limited Partners. The Partnership will
distribute any repaid amounts to the General Partner and the Limited Partners in
accordance with their respective Percentage Interests. For purposes of this
Section 5.06(b), in determining whether Adjusted Invested Capital has been
returned and a full distribution of the Return has been made to the General
Partner and the Limited Partners, generally only amounts distributed pursuant to
Section 5.02(a)(i), Section 5.02(b)(i), and Section 5.06(a) will be taken into
account. However, to the extent that the Special Limited Partner turns a
distribution under Section 5.02(c) or this Section 5.06(b), the returned
distribution plus the original accompanying 85% distributions to the General
Partner and the Limited Partners will be treated as having been distributed 100%
to the General Partner and the Limited Partners in accordance with their
respective Percentage Interests pursuant to Section 5.02(a)(i) or Section
5.02(b)(i). In no event will the cumulative amount repaid by the Special Limited
Partner to the Partnership pursuant to Section 5.02(c) and this Section 5.06(b)
exceed a cumulative amount of distributions that the Special Limited Partner
previously has received pursuant to Sections 5.02(a)(ii) and 5.02(b)(ii).


     Section 5.07   Substantial Economic Effect.
                    ---------------------------

     It is the intent of the Partners that the allocations of Operating Income,
Operating Loss, income, gain, loss, and expense under the Agreement have
substantial economic effect (or be consistent with the Partners' interests in
the Partnership in the case of the allocation of losses or expenses attributable
to nonrecourse debt) within the meaning of Section 704(b) of the Code
interpreted by the Regulations promulgated pursuant thereto. Article V and other
relevant provisions of this Agreement shall be interpreted in a manner
consistent with such intent. Furthermore, the General Partner shall have the
right, without the consent of the Limited Partners or the Special Limited
Partner, to modify the provisions of

                                       29

<PAGE>

Section 5.01 to the extent necessary to comply with Section 704(b) of the Code
or otherwise to achieve the intended distribution of Cash Available for
Distribution, Sale Proceeds, or liquidation proceeds among the Partners.

                                   ARTICLE VI
             RIGHTS, OBLIGATIONS, AND POWERS OF THE GENERAL PARTNER
             ------------------------------------------------------

         Section 6.01  Management of the Partnership.
                       -----------------------------

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

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

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

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

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

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

                                       30

<PAGE>

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

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

               (viii)  to prosecute, defend, arbitrate, or compromise any and
          all claims or liabilities in favor of or against the Partnership, on
          such terms and in such Manner as the General Partner may reasonably
          determine, and similarly to prosecute, settle, or defend litigation
          with respect to the Partners, the Partnership, or the Partnership's
          assets;

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

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

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

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

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

                                       31

<PAGE>

         reasonable remuneration as the General Partner may deem reasonable and
         proper;

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

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

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

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

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

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

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

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

                                       32

<PAGE>

         Section 6.02  Delegation of Authority.
                       -----------------------

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

         Section 6.03. Indemnification and Exculpation of Indemnitees.
                       ----------------------------------------------

         (a) The Partnership shall indemnify an Indemnitee from and against any
and all losses, claims, damages, liabilities, joint or several, expenses
(including reasonable legal fees and expenses), judgments, fines, settlements,
and other amounts arising from any and all claims, demands, actions, suits, or
proceedings, civil, criminal, administrative, or investigative, that relate to
the operations of the Partnership as set forth in this Agreement in which any
Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, unless it is established that: (i) the act or omission of the
Indemnitee was material to the matter giving rise to the proceeding and either
was committed in bad faith or was the result of active and deliberate
dishonesty; (ii) the Indemnitee actually received an improper personal benefit
in money, property, or services; or (iii) in the case of any criminal
proceeding, the Indemnitee had reasonable cause to believe that the act or
omission was unlawful. The termination of any proceeding by judgment, order, or
settlement does not create a presumption that the Indemnitee did not meet the
requisite standard of conduct set forth in this Section 6.03(a). The termination
of any proceeding by conviction or upon a plea of nolo contendere or its
equivalent, or an entry of an order of probation prior to judgment, creates a
rebuttable presumption that the Indemnitee acted in a manner contrary to that
specified in this Section 6.03(a). Any indemnification pursuant to this Section
6.03 shall be made only out of the assets of the Partnership.


         (b)  The Partnership shall reimburse an Indemnitee for reasonable
expenses incurred by an Indemnitee who is a party to a proceeding in advance of
the final disposition of the proceeding upon receipt by the Partnership of (i) a
written affirmation by the Indemnitee of the Indemnitee's good faith belief that
the standard of conduct necessary for indemnification by the Partnership as
authorized in this Section 6.03 has been met, and (ii) a written undertaking by
or on behalf of the Indemnitee to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.

         (c)  The indemnification provided by this Section 6.03 shall be in
addition to any other rights to which an Indemnitee or any other Person may be
entitled under any agreement, pursuant to any vote of the Partners, as a matter
of law or


                                       33

<PAGE>

otherwise, and shall continue as to an Indemnitee who has ceased to serve in
such capacity.

         (d)  The Partnership may purchase and maintain insurance, on behalf of
the Indemnitees and such other Persons as the General Partner shall determine,
against any liability that may be asserted against or expenses that may be
incurred by such Person in connection with the Partnership's activities,
regardless of whether the Partnership would have the power to indemnify such
Person against such liability under the provisions of this Agreement.

         (e)  For purposes of this Section 6.03, the Partnership shall be deemed
to have requested an Indemnitee to serve as fiduciary of an employee benefit
plan whenever the performance by it of its duties to the Partnership also
imposes duties on, or otherwise involves service by, it to the plan or
participants or beneficiaries of the plan; excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall constitute fines within the meaning of this Section 6.03; and actions
taken or omitted by the Indemnitee with respect to an employee benefit plan in
the performance of its duties for a purpose reasonably believed by it to be in
the interest of the participants and beneficiaries of the plan shall be deemed
to be for a purpose which is not opposed to the best interests of the
Partnership.

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

         (g)  An Indemnitee shall not be denied indemnification in whole or in
part under this Section 6.03 because the Indemnitee had an interest in the
transaction with respect to which a indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement.

         (h)  The provisions of this Section 6.03 are for the benefit of the
Indemnitees, their heirs, successors, assigns, and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.

         Section 6.04  Liability of the General Partner.
                       --------------------------------

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


                                       34

<PAGE>

Agreement or of any duty stated or implied by law or equity provided the General
Partner, acting in good faith, abides by the terms of this Agreement.

         (b)  The Limited Partners expressly acknowledge that the General
Partner is acting on behalf of the Partnership, the Company, and the Company's
shareholders collectively, that the General Partner is under no obligation to
consider the separate interests of the Limited Partners (including, without
limitation, the tax consequences to Limited Partners or the tax consequences of
some, but not all, of the Limited Partners) in deciding whether to cause the
Partnership to take (or decline to take) any actions. In the event of a conflict
between the interests of the shareholders of the Company on one hand and the
Limited Partners on the other, the General Partner shall endeavor in good faith
to resolve the conflict in a manner not adverse to either the Company's
shareholders or the Limited Partners; provided, however, that for so long as the
                                      --------  -------
Company owns a controlling interest in the Partnership, any such conflict that
cannot resolved in a manner not adverse to either the Company's shareholders or
the Limited Partners shall be resolved in favor of the shareholders. The General
Partner shall not be liable for monetary damages for losses sustained,
liabilities incurred, or benefits of derived by Limited Partners in connection
with such decisions, provided that the General Partner has acted in good faith.

         (c)  Subject to its obligations and duties as General Partner set forth
in Section 6.01 hereof, a General Partner may exercise any of the powers granted
to it under this Agreement and perform any of the duties imposed upon it
hereunder either directly or by or through its agents. The General Partner shall
not be responsible for any misconduct or negligence on the part of any such
agent appointed by it in good faith.

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

         (e)  Any amendment, modification, or repeal of this Section 6.04 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the General Partner's liability to the Partnership and the
Limited Partners under this Section 6.04 as in effect immediately prior to such
amendment, modification, or repeal with respect to matters occurring, in whole
or in part, prior to such amendment, modification, or repeal, regardless of when
claims relating to such matters may arise or be asserted.


                                       35

<PAGE>

         Section 6.05 Reimbursement Obligations of Partnership.
                      ----------------------------------------

         The General Partner is hereby authorized to pay compensation for
accounting, administrative, legal, technical, management, and other services
rendered to the Partnership. All of the aforesaid expenditures (including
Administrative Expenses and REIT Expenses) shall be obligations of the
Partnership, and the General Partner shall be entitled to reimbursement by the
Partnership for any expenditure (including Administrative Expenses and REIT
Expenses) incurred by it on behalf of the Partnership which shall be mad other
than out of the funds of the Partnership.

         Section 6.06 Outside Activities.
                      ------------------

         Subject to Section 6.08 hereof, the Articles of Incorporation, and any
agreements entered into by the Company, the General Partner, or its Affiliates
with the Partnership or a Subsidiary, any officer, director, employee, agent,
trustee, Affiliate, or shareholder of the Company or the General Partner, the
General Partner shall be entitled to and may have business interests and engage
in business activities in addition to those relating to the Partnership,
including business interests and activities substantially similar or identical
to those of the Partnership. Neither the Partnership nor any of the Limited
Partners shall have any rights by virtue of this Agreement in any such business
ventures, interest or activities. None of the Limited Partners nor any other
Person shall have any rights by virtue of this Agreement or the partnership
relationship established hereby in any such business ventures, interests, or
activities, and the General Partner shall have no obligation pursuant to this
Agreement to offer any interest in any such business ventures, interests, and
activities to the Partnership or any Limited Partner, even if such opportunity
is of a character which, if presented to the Partnership or any Limited Partner,
could be taken by such Person.

         Section 6.07 Employment or Retention of Affiliates.
                      -------------------------------------

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

         (b)  The Partnership may lend or contribute to its Subsidiaries or
other Persons in which it has an equity investment, and such Persons may borrow
funds from the Partnership, on terms and conditions established in the sole and
absolute


                                       36

<PAGE>

discretion of the General Partner. The foregoing authority shall not create any
right or benefit in favor of any Subsidiary or any other Person.

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

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

         Section 6.08  Title of Partnership Assets.
                       ---------------------------

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


         Section 6.09  Miscellaneous.
                       -------------

         In the event the Company redeems any REIT Shares, then the General
Partner shall cause the Partnership to purchase from the General Partner a
number of Partnership Units as determined based on the application of the
Conversion Factor on the same terms that the Company redeemed such REIT Shares.
Moreover, if the Company makes a cash tender offer or other offer to acquire
REIT Shares, then the General Partner shall cause the Partnership to make a
corresponding offer to the General Partner to acquire an equal number of
Partnership Units held by the General Partner. In the event any REIT Shares are
acquired by the Company pursuant to such offer, the Partnership shall redeem an
equivalent number of the General Partner's Partnership Units for an equivalent
purchase price based on the application of the Conversion Factor.

                                       37

<PAGE>

                                   ARTICLE VII
                           CHANGES IN GENERAL PARTNER
                           --------------------------

         Section 7.01  Transfer of the General Partner's Partnership Interest.
                       ------------------------------------------------------

         (a)   The General Partner shall not transfer all or any portion of its
General Partnership Interest or withdraw as General Partner except as provided
in Section 7.01(c) or in connection with a transaction described in Section
7.01(d) or (e).

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

         (c)   Except as otherwise provided herein in Section 7.01(d) or (e)
hereof, the Company shall not engage in any merger, consolidation, or other
combination with or into another Person or sale of all or substantially all of
its assets, or any reclassification, or any recapitalization or change of
outstanding REIT Shares (other than a change in par value, or from par value to
no par value, or as a result of a subdivision or combination of REIT Shares), in
each case which results in a change of control of the Company (a "Transaction"),
unless:

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

               (ii) the Company is the surviving entity in the Transaction
         and either the holders of REIT Shares do not receive cash, securities,
         or other property in the Transaction or (B) all Limited Partners (other
         than the General Partner or an Affiliate of the General Partner)
         receive an amount of cash, securities, or other property (expressed as
         an amount per REIT Share) that is no less than the product of
         Conversion Factor and the greatest amount of cash, securities, or other
         property (expressed as an amount per REIT Share) received in the
         Transaction by any, holder of REIT Shares.

                                       38

<PAGE>

         (d)   Notwithstanding Section 7.01(c), the Company may merge with or
into or consolidate with another entity if immediately after such merger or
consolidation (i) substantially all of the assets of the successor or surviving
entity, including any wholly owned Subsidiary of such entity (collectively, the
"Survivor"), other than Partnership Units or the stock of any wholly owned
Subsidiary, are contributed, directly or indirectly, to the Partnership as a
Capital Contribution in exchange for Partnership Units with a fair market value
equal to the value of the assets so contributed as determined by the Survivor in
good faith and (ii) the Survivor expressly agrees to assume all obligations of
the Company, as appropriate, hereunder. Upon such contribution and assumption,
the Survivor shall have the right and duty to amend this Agreement as set forth
in this Section 7.01(d). The Survivor shall in good faith arrive at a new method
for the calculation of the Cash Amount, the REIT Shares Amount, and Conversion
Factor for a Partnership Unit after any such merger or consolidation so as to
approximate the existing method for such calculation as closely as reasonably
possible. Such calculation shall take into account, among other things, the kind
and amount of securities, cash, and other property that was receivable upon such
merger or consolidation by a holder of REIT Shares or options, warrants, or
other rights relating thereto, and to which a holder of Partnership Units could
have acquired had such Partnership Units been redeemed immediately prior to such
merger or consolidation. Such amendment to this Agreement shall provide for
adjustment to such method of calculation, which shall be as nearly equivalent as
may be practicable to the adjustments provided for with respect to the
Conversion Factor. The Survivor also shall in good faith modify the definition
of REIT Shares and make such amendments to Section 8.05 hereof so as to
approximate the existing rights and obligations set forth in Section 8.05 as
closely as reasonably possible. The above provisions of this Section 7.01(d)
shall similarly apply to successive mergers or consolidations permitted
hereunder.

         (e)   Notwithstanding Section 7.01(c),

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

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

         Section 7.02  Admission of a Substitute or Additional General Partner.
                       -------------------------------------------------------

         A Person shall be admitted as a substitute or additional General
Partner of the Partnership only if the following terms and conditions are
satisfied:

                                       39

<PAGE>

         (a) Except where the admission of a substitute or additional General
Partner is expressly authorized in Section 7.01, a majority in interest of the
Limited Partners (other than the General Partner) must consent in writing to the
admission of the substitute or additional General Partner, which consent may be
withheld in the sole discretion of such Limited Partners;

         (b) The Person to be admitted as a substitute or additional General
Partner shall have accepted and agreed to be bound by all the terms and
provisions of this Agreement by executing a counterpart thereof and such other
documents or instruments as may be required or appropriate in order to effect
the admission of such Person as a General Partner, and a certificate evidencing
the admission of such Person as a General Partner shall have been filed for
recordation and all other actions required by Section 2.05 hereof in connection
with such admission shall have been performed;

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

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

         Section 7.03  Effect of Bankruptcy, Withdrawal, Death or Dissolution of
                       ---------------------------------------------------------
a General Partner.
------------------

         (a) Upon the occurrence of an Event of Bankruptcy as to a General
Partner (and its removal pursuant to Section 7.04(a) hereof) or the death,
withdrawal, removal, or dissolution of a General Partner (except that, if a
General Partner is on the date of such occurrence a partnership, the withdrawal,
death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such
partnership shall be deemed not to be a dissolution of such General Partner if
the business of such General Partner is continued by the remaining partner or
partners), the Partnership shall be dissolved and terminated unless the
Partnership is continued pursuant to Section 7.03(b) hereof.

                                       40

<PAGE>

         (b) Following the occurrence of an Event of Bankruptcy as to a General
Partner (and its removal pursuant to Section 7.04(a) hereof) or the death,
withdrawal, removal, or dissolution of a General Partner (except that, if a
General Partner is on the date of such occurrence a partnership, the withdrawal,
death, dissolution, Event of Bankruptcy to, or removal of a partner in, such
partnership shall be deemed not to be a dissolution of such General Partner if
the business of such General Partner is continued by the remaining partner or
partners), the Limited Partners, within 90 days after such occurrence, may elect
to reconstitute the Partnership and continue the business of the Partnership for
the balance of the term specified in Section 2.04 hereof by selecting, subject
to Section 7.02 hereof and any other provisions of this Agreement, a substitute
General Partner by unanimous consent of the Limited Partners. If the Limited
Partners elect to reconstitute the Partnership and admit a substitute General
Partner, the relationship with the Partners and of any Person who has acquired
an interest of a Partner in the Partnership shall be governed by this Agreement.

         Section 7.04    Removal of a General Partner.
                         ----------------------------

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

         (b) If a General Partner has been removed pursuant to this Section 7.04
and the Partnership is continued pursuant to Section 7.03(b) hereof, such
General Partner shall promptly transfer and assign its General Partnership
Interest in the Partnership to the substitute General Partner approved by a
majority in interest of the Limited Partners in accordance with Section 7.03(b)
hereof and otherwise admitted to the Partnership in accordance with Section 7.02
hereof. At the time of assignment, the removed General Partner shall be entitled
to receive from the substitute General Partner the fair market value of the
General Partnership Interest of such removed General Partner as reduced by any
damages caused to the Partnership by such General Partner. Such fair market
value shall be determined by an appraiser mutually agreed upon by the General
Partner and a majority in interest of the Limited Partners within ten (10) days
following the removal of the General Partner. In a event that the parties are
unable to agree upon an appraiser, the removed General Partner and a majority in
interest of the Limited Partners each shall select an appraiser. Each such
appraiser shall complete an appraisal of the fair market value of the removed
General Partner's General Partnership Interest within thirty (30) days of the
General Partner's removal, and the fair

                                       41

<PAGE>

market value of the removed General Partner's General Partnership Interest shall
be the average of the two appraisals; provided, however, that if the higher
                                      --------  -------
appraisal exceeds the lower appraisal by more than 20% of the amount of the
lower appraisal, the two appraisers, no later than forty (40) days after the
removal of the General Partner, shall select a third appraiser who shall
complete an appraisal of the fair market value of the removed General Partner's
General Partnership Interest no later than sixty (60) days after the removal of
the General Partner. In such case, the fair market value of the removed General
Partner's General Partnership Interest shall be the average of the two
appraisals closest in value.

         (c) The General Partnership Interest of a removed General Partner,
during the time after default until transfer under Section 7.04(b), shall be
converted to that of a special Limited Partner; provided, however, such removed
                                                --------  -------
General Partner shall not have any rights to participate in the management and
affairs of the Partnership, and shall not be entitled to any portion of the
income, expense, profit, gain, or loss allocations or cash distributions
allocable or payable, as the case may be, to the Limited Partners. Instead, such
removed General Partner shall receive and be entitled only to retain
distributions or allocations of such items that it would have been entitled to
receive in its capacity as General Partner, until a transfer is effective
pursuant to Section 7.04(b).

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

         Section 7.05  Option to Acquire Incentive Limited Partnership Interest.
                       --------------------------------------------------------

         The General Partner shall have the option to acquire the Incentive
Limited Partnership interest upon the listing of the REIT Shares on a stock
exchange. The purchase price for the Incentive Limited Partnership Interest
shall be payable in REIT Shares or Limited Partnership Interests, at the
election of the Special Limited Partner, except that the Special Limited Partner
shall not be permitted to elect to receive REIT Shares to the extent that doing
so would cause the Company to fail to qualify as a REIT. The purchase price for
the Incentive Limited Partnership Interest shall equal the amount of the
distribution that the Special Limited Partner would receive pursuant to Section
5.02(a)(ii) and Section 5.02(b)(ii) hereof if the Partnership were immediately
to sell all of its Properties for their market value.

                                       42

<PAGE>

                                  ARTICLE VIII
                 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS
                 ----------------------------------------------

         Section 8.01  Management of the Partnership.
                       -----------------------------

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

         Section 8.02  Power of Attorney.
                       -----------------

         Each Limited Partner hereby irrevocably appoints the General Partner
its true and lawful attorney-in-fact, who may act for each Limited Partner and
in its name, place, and stead, and for its use and benefit, to sign,
acknowledge, swear to, deliver, file and record at the appropriate public
offices, any and all documents, certificates, and instruments as may be deemed
necessary or desirable by the General Partner to carry out fully the provisions
of this Agreement and the Act in accordance with their terms, which power of
attorney is coupled with an interest and shall survive the death, dissolution,
or legal incapacity of the Limited Partner, or the transfer by the Limited
Partner of any part or all of its Partnership Interest.

         Section 8.03  Limitation of Liability of Limited Partners.
                       -------------------------------------------

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

         Section 8.04  [Reserved].


         Section 8.05  Redemption Right.
                       ----------------

         (a) Subject to the provisions of this Section 8.05 and the terms of any
agreements between the Partnership and one or more Limited Partners, each
Limited Partner (other than the Special Limited Partner, the Company, the
General Partner, or any wholly owned Subsidiaries of the Company or the General
Partner) shall have the right (the "Redemption Right") to require the
Partnership to redeem on the Specified Redemption Date all or a portion of the
Partnership Units held by such Limited Partner at a redemption price equal to
and in the form of the Cash Amount to be paid by the Partnership. The Redemption
Right shall be exercised pursuant to a Notice of Redemption delivered to the
Partnership (with a

                                       43

<PAGE>

copy to the General Partner) by the Limited Partner who is exercising the
Redemption Right (the "Redeeming Partner"); provided, however, that the
                                            --------  -------
Partnership shall not be obligated to satisfy such Redemption Right if the
General Partner elects to purchase the Partnership Units subject to the Notice
of Redemption pursuant to Section 8.05(b); and provided, further, that no
                                               --------  -------
Limited Partner may deliver more than two Notices of Redemption during each
calendar year. A Limited Partner may not exercise the Redemption Right for less
than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000
Partnership Units, all of the Partnership Units held by such Partner. The
Redeeming Partner shall have no right, with respect to any Partnership Units so
redeemed, to receive any distribution paid with respect to Partnership Units if
the Partnership Record Date for such distribution is on or after the Specified
Redemption Date.

         (b) Notwithstanding the provisions of Section 8.05(a), a Limited
Partner that exercises the Redemption Right shall be deemed to have offered to
sell the Partnership Units described in the Notice of Redemption to the General
Partner, and the General Partner may, in its sole and absolute discretion, elect
to purchase directly and acquire such Partnership Units by paying to the
Redeeming Partner either the Cash Amount or the REIT Shares Amount, as elected
by the General Partner (in its sole and absolute discretion), on the Specified
Redemption Date, whereupon the General Partner shall acquire the Partnership
Units offered for redemption by the redeeming Partner and shall be treated for
all purposes of this Agreement as the owner of such Partnership Units. If the
General Partner shall elect to exercise its right to purchase Partnership Units
under this Section 8.05(b) with respect to a Notice of Redemption, it shall so
notify the Redeeming Partner within ten (10) Business Days after the receipt by
the General Partner of such Notice of Redemption. Unless the General Partner (in
its sole and absolute discretion) shall exercise its right to purchase
Partnership Units from the Redeeming Partner pursuant to this Section 8.05(b),
the General Partner shall have no obligation to the Redeeming Partner or the
Partnership with respect to the Redeeming Partner's exercise of the Redemption
Right. In the event the General Partner shall exercise its right to purchase
Partnership Units with respect to the exercise of a Redemption Right in the
manner described in the first sentence of this Section 8.05(b), the Partnership
shall have no obligation to pay any amount to the Redeeming Partner with respect
to such Redeeming Partner's exercise of such Redemption Right, and each of the
Redeeming Partner, the Partnership, and the General Partner, as the case may be,
shall treat the transaction between the General Partner and the Redeeming
Partner for federal income tax purposes as a sale of the Redeeming Partner's
Partnership Units to the General Partner. Each Redeeming Partner agrees to
execute such documents as the General Partner may reasonably require in
connection with the issuance of REIT Shares upon exercise of the Redemption
Right. If the Redeeming Partner receives REIT Shares, the Redeeming Partner
shall have the right to receive any dividend or other

                                       44

<PAGE>

distribution paid with respect to REIT Shares if the record date for such
dividend or distribution is on or after the Specified Redemption Date.

         (c) Notwithstanding the provisions of Section 8.05(a) and 8.05(b), a
Limited Partner shall not be entitled to exercise the Redemption Right if the
delivery of REIT Shares to such Partner on the Specified Redemption Date by the
General Partner pursuant to Section 8.05(b) (regardless of whether the General
Partner would in fact exercise its rights under Section 8.05(b)) would (i)
result in such Partner or any other person owning, directly or indirectly, REIT
Shares in excess of the Ownership Limitation (as defined in the Articles of
Incorporation) and calculated in accordance therewith, except as provided in the
Articles of Incorporation, (ii) result in REIT Shares being owned by fewer than
100 persons (determined without reference to an rules of attribution), (iii)
result in the Company being "closely held" within the meaning of Section 856(h)
of the Code, (iv) otherwise jeopardize the Company's status as a REIT, or (iv)
cause the acquisition of REIT Shares by such Partner to be "integrated" with any
other distribution of REIT Shares for purposes of complying with the
registration provisions of the Securities Act. The General Partner, in its sole
discretion, may waive the restriction on redemption set forth in this Section
8.05(c); provided, however, that in the event such restriction is waived, the
         --------  -------
Redeeming Partner shall be paid the Cash Amount.

         (d) Any Cash Amount to be paid to a Redeeming Partner pursuant to this
Section 8.05 shall be paid on the Specified Redemption Date; provided, however,
                                                             --------  -------
the General Partner may elect to cause the Specified Redemption Date to be
delayed for up to an additional 180 days to the extent required for the Company
to cause additional REIT Shares to be issued to provide financing to be used to
make such payment of the Cash Amount. Notwithstanding the foregoing, the General
Partner agrees to use its best efforts to cause the closing of the acquisition
of redeemed Partnership Units hereunder to occur as quickly as reasonably
possible.

         (e) Notwithstanding any other provision of this Agreement, the General
Partner is authorized to take any action that it determines to be necessary or
appropriate to cause the Partnership to comply with any withholding requirements
established under the Code or any other federal, state, or local law that apply
upon a Redeeming Partner's exercise of the Redemption Right. If a Redeeming
Partner believes that it is exempt from such withholding upon a exercise of the
Redemption Right, such Partner must furnish the General Partner with a FIRPTA
Certificate in the form attached hereto as Exhibit C. If the Partnership or the
General Partner is required to withhold and pay over to any taxing authority any
amount upon a Redeeming Partner's exercise of the Redemption Right and if the
Redemption Amount equals or exceeds the Withheld Amount, the Withheld Amount
shall be treated as an amount received by such Partner in redemption of its
Partnership Units. If, however, the Redemption Amount is less than the Withheld
Amount, the Redeeming Partner shall not receive any portion of the Redemption
Amount, the

                                       45

<PAGE>

Redemption Amount shall be treated as an amount received by such Partner in
redemption of its Partnership Units, and the Partner shall contribute the excess
of the Withheld Amount over the Redemption Amount to the Partnership before the
Partnership is required to pay over such excess to a taxing authority.

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

         Section 8.06  Registration.
                       ------------

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

         (b) If a Registration Statement under subsection (a) above is not
available under the securities laws or the rules of the Commission, or if
required to permit the resale of Redemption Shares by "Affiliates" (as defined
in the Securities Act), the Company agrees to file with the Commission a
Registration Statement covering the resale of Redemption Shares by Affiliates or
others whose Redemption Shares are not covered by a Registration Statement filed
pursuant to subsection (a) above, provided that the Company is furnished all
information with respect to holders of Redemption Shares required to complete
such Registration Statement and have it

                                       46

<PAGE>

declared effective by the Commission. The Company will use its best efforts to
have the Registration Statement declared effective under the Securities Act. The
Company need not file a separate Registration Statement, but may file one
Registration Statement covering Redemption Shares issuable to more than one
Limited Partner. The Company further agrees to supplement or make amendments to
each Registration Statement, if required by the rules, regulations, or
instructions applicable to the registration form utilized by the Company or by
the Securities Act or rules and regulations thereunder for such Registration
Statement.

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

                                   ARTICLE IX
                   TRANSFERS OF LIMITED PARTNERSHIP INTERESTS
                   ------------------------------------------

         Section 9.01 Purchase for Investment.
                      -----------------------

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

         (b) Each Limited Partner agrees that he will not sell, assign, or
otherwise transfer his Partnership Interest or any fraction thereof, whether
voluntarily or by operation of law, or at judicial sale or otherwise, to any
Person who does not make the representations and warranties to the General
Partner set forth in Section 9.01(a) above and similarly agree not to sell,
assign, or transfer such Partnership Interest or fraction thereof to any Person
who does not similarly represent, warrant, and agree.


         Section 9.02 Restrictions on Transfer of Limited Partnership Interests.
                      ---------------------------------------------------------

         (a) Subject to the provisions of this Article IX, no Limited Partner
may offer, sell, assign, hypothecate, pledge, or otherwise transfer all or any
portion of his Limited Partnership Interest, or any of such Limited Partner's
economic rights as a Limited Partner, whether voluntarily or by operation of law
or at judicial sale or otherwise (collectively, a "Transfer") without the
consent of the General Partner, which consent may be granted or withheld in its
sole an absolute discretion. Any such purported transfer undertaken without such
consent shall considered to be null and void ab initio and shall not be given
                                             -- ------
effect. Each Limited Partner acknowledges that the General Partner has agreed
not to grant any such consent

                                       47

<PAGE>

prior to the Transfer Restriction Date. The General Partner may require, as a
condition of any Transfer to which it consents, that the transferor assume all
costs incurred by the Partnership in connection therewith.

         (b) No Limited Partner may withdraw from the Partnership other than as
a result of a permitted Transfer (i.e., a Transfer consented to as contemplated
by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.05
below) of all of his Partnership Units pursuant to this Article IX or pursuant
to a redemption of all of his Partnership Units pursuant to Section 8.05. Upon
the permitted Transfer or redemption of all of a Limited Partner's Partnership
Units, such Limited Partner shall cease to be a Limited Partner.

         (c) Subject to the provisions of this Article IX, a Limited Partner may
Transfer, with the consent of the General Partner, all or a portion of his
Partnership Units to (i) a parent or parent's spouse, natural or adopted
descendant or descendants, spouse of such descendant, or brother or sister, or a
trust created by such Limited Partner for the benefit of such Limited Partner
and/or any such person(s), of which trust such Limited Partner or any such
person(s) is a trustee, (ii) a corporation controlled by a Person or Persons
named in clause (i) above, or (ii) if the Limited Partner is an entity, its
beneficial owners or one or more of its Affiliates.

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

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

         (f) No transfer of any Partnership Units may be made to a lender to the
Partnership or any Person who is related (within the meaning of Regulations
Section 1.752-4(b)) to any lender the Partnership whose loan constitutes a
nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)),
without the consent of the General Partner, which may be withheld in its sole
and

                                       48

<PAGE>

absolute discretion; provided, however, that as a condition to such consent,
                     --------  -------
the lender may be required to enter into an arrangement with the Partnership and
the General Partner to exchange or redeem for the Cash Amount any Partnership
Units which a security interest is held simultaneously with the time at which
such lender would deemed to be a partner in the Partnership for purposes of
allocating liabilities to such lender under Section 752 of the Code.

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

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

         Section 9.03  Admission of Substitute Limited Partner.
                       ---------------------------------------

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

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


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

             (iii) The assignee shall have delivered a letter containing the
         representation set forth in Section 9.01(a) hereof and the agreement
         set forth in Section 9.01(b) hereof.

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

                                       49

<PAGE>

               (v)   The assignee shall have executed a power of attorney
         containing the terms and provisions set forth in Section 8.02 hereof.

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

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

         (b)   For the purpose of allocating Operating Income and distributing
cash received by the Partnership, a Substitute Limited Partner shall be treated
as having become, and appearing in the records of the Partnership as, a Partner
upon the filing of the Certificate described in Section 9.03(a)(ii) hereof or,
if no such filing is required, the later of the date specified in the transfer
documents or the date on which the General Partner has received all necessary
instruments of transfer and substitution.

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

         Section 9.04     Rights of Assignees of Partnership Interests.
                          --------------------------------------------

         (a)   Subject to the provisions of Sections 9.01 and 9.02 hereof,
except as required by operation of law, the Partnership shall not be obligated
for any purposes whatsoever to recognize the assignment by any Limited Partner
of its Partnership Interest until the Partnership has received notice thereof.

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

                                       50

<PAGE>

         Section 9.05     Effect of Bankruptcy, Death, Incompetence, or
                          ---------------------------------------------
Termination of a Limited Partner.
--------------------------------

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

         Section 9.06     Joint Ownership of Interests.
                          ----------------------------

         A Partnership Interest may be acquired by two individuals as joint
tenants with the right of survivorship, provided that such individuals either
are married or are related and share the same home as tenants in common. The
written consent or vote of both owners of any such jointly held Partnership
Interest shall be required to constitute the action of the owners of such
Partnership Interest; provided, however, that the written consent of only one
                      --------  -------
joint owner will be required if the Partnership has been provided with evidence
satisfactory to the counsel for the Partnership that the actions of a single
joint owner can bind both owners under the applicable laws of the state of
residence of such joint owners. Upon the death of one owner of a Partnership
Interest held in a joint tenancy with a right of survivorship, the Partnership
Interest shall become owned solely by the survivor as a Limited Partner and not
as an assignee. The Partnership need not recognize the death of one of the
owners of a jointly held Partnership Interest until it shall have received
notice of such death. Upon notice to the General Partner from either owner, the
General Partner shall cause the Partnership Interest to be divided into two
equal Partnership Interests, which shall thereafter be owned separately by each
of the former owners.

                                    ARTICLE X
                   BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS
                   ------------------------------------------

         Section 10.01    Books and Records.
                          -----------------

         At all times during the continuance of the Partnership, the Partners
shall keep or cause to be kept at the Partnership's specified office true and
complete

                                       51

<PAGE>

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

         Section 10.02    Custody of Partnership Funds; Bank Accounts.
                          -------------------------------------------

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

         (b) All deposits and other funds not needed in the operation of the
business of the Partnership may be invested by the General Partner in investment
grade instruments (or investment companies whose portfolio consists primarily
thereof), government obligations, certificates of deposit, bankers' acceptances,
and municipal notes and bonds. The funds of the Partnership shall not be
commingled with the funds of any other Person except for such commingling as may
necessarily result from an investment in those investment companies permitted by
this Section 10.02(b).

         Section 10.03    Fiscal and Taxable Year.
                          -----------------------

         The fiscal and taxable year of the Partnership shall be the calendar
year.

         Section 10.04    Annual Tax Information and Report.
                          ---------------------------------

         Within 75 days after the end of each fiscal year of the Partnership,
the General Partner shall furnish to each person who was a Limited Partner at
any time during such year a properly completed Schedule K-1.

         Section 10.05    Tax Matters Partner; Tax Elections; Special Basis
                          -------------------------------------------------
 Adjustments.
 -----------

         (a) The General Partner shall be the Tax Matters Partner of the
Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters
Partner, the General Partner shall have the right and obligation to take all
actions authorized and required, respectively, by the Code for the Tax Matters
Partner. The General Partner shall have the right to retain professional
assistance in respect

                                       52

<PAGE>

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

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

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

         Section 10.06       Reports to Limited Partners.
                             ---------------------------

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

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

                                       53

<PAGE>

                                   ARTICLE XI
                             AMENDMENT OF AGREEMENT
                             ----------------------

         The General Partner's consent shall be required for any amendment to
this Agreement. The General Partner, without the consent of the Limited
Partners, may amend this Agreement in any respect; provided, however, that the
                                                   --------  -------
following amendments shall require the consent of Limited Partners holding more
than 50% of the Percentage Interests of the Limited Partners:

         (a)  any amendment affecting the operation of the Conversion Factor or
the Redemption Right (except as provided in Section 7.01 or 8.05 hereof) in a
manner adverse to the Limited Partners;

         (b)  any amendment that would adversely affect the rights of the
Limited Partners to receive the distributions payable to them hereunder, other
than pursuant to the issuance of additional Partnership Units pursuant to
Section 4.02 hereof;

         (c)  any amendment that would alter the Partnership's allocations of
income, gain, loss, and expense to the Limited Partners, other than pursuant to
the issuance of additional Partnership Units pursuant to Section 4.02 hereof or
an amendment effected pursuant to Section 5.07 hereof; or

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


                                   ARTICLE XII
                               GENERAL PROVISIONS
                               ------------------

         Section 12.01  Notices.
                        -------

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

                                       54

<PAGE>

         Section 12.02  Survival of Rights.
                        ------------------

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

         Section 12.03  Additional Documents.
                        --------------------

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

         Section 12.04  Severability.
                        ------------

         If any provision of this Agreement shall be declared illegal, invalid,
or unenforceable in any jurisdiction, then such provision shall be deemed to be
severable from this Agreement (to the extent permitted by law) and in any event
such illegality, invalidity, or unenforceability shall no affect the remainder
hereof.

         Section 12.05  Entire Agreement.
                        ----------------

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

         Section 12.06  Pronouns and Plurals.
                        --------------------

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

         Section 12.07  Headings.
                        --------

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

         Section 12.08  Counterparts.
                        ------------

         This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original copy and all of which together shall
constitute one and

                                       55

<PAGE>

the same instrument binding on all parties hereto, notwithstanding that all
parties shall not have signed the same counterpart.

         Section 12.09  Governing Law.
                        -------------

         This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia.



                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

                                       56

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have hereunder affixed their
signatures to this Agreement of Limited Partnership, all as of December 18,
2001.

                                      GENERAL PARTNER:

                                      G REIT, INC., a Virginia corporation


                                          /s/ Anthony W. Thompson
                                      By:______________________________
                                              President
                                         Its: _________________________



                                      SPECIAL LIMITED PARTNER:

                                      TRIPLE NET PROPERTIES L.L.C., a Virginia
                                      limited liability company


                                          /s/ Anthony W. Thompson
                                      By:______________________________
                                              President
                                         Its: _________________________


                                       57






<PAGE>

                                    EXHIBIT A
                                    ---------

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

General Partner:                                                         100%

G REIT, Inc.

Special Limited Partner:          $100          $100          0            0%*

Triple Net Properties, L.L.C.

* The Special Limited Partner will be entitled to the distributions provided for
in Article V of this Agreement.

                                      A-1

<PAGE>

                                    EXHIBIT B
                                    ---------

                     NOTICE OF EXERCISE OF REDEMPTION RIGHT
                     --------------------------------------

         In accordance with Section 8.05 of the Agreement of Limited Partnership
(the "Agreement") of G REIT, L.P., the undersigned hereby irrevocably (i)
presents for redemption Partnership Units in G REIT, L.P. in accordance with the
terms of the Agreement and the Redemption Right referred to in Section 8.05
thereof, (ii) surrenders such Partnership Units and all right, title, and
interest therein, and (iii) directs that the Cash Amount or REIT Shares Amount
as defined in the Agreement) as determined by the General Partner deliverable
upon exercise of the Redemption Right be delivered to the address specified
below, and if REIT Shares (as defined in the Agreement) are to be delivered,
such REIT Shares be registered or placed in the name(s) and at the address(es)
specified below.

Dated: _______________, ________

Name of Limited Partner:

                                       _________________________________________
                                       (Signature of Limited Partner)

                                       _________________________________________
                                       (Mailing Address)

                                       _________________________________________
                                       (City)         (State)         (Zip Code)

                                       Signature Guaranteed by:


                                       _________________________________________


If REIT Shares are to be issued, issue to:

Please insert social security or identifying number:

Name:

                                      B-1


<PAGE>

                                    EXHIBIT C
                                    ---------

For Redeeming Partners that are entities:

                       CERTIFICATION OF NON-FOREIGN STATUS
                       -----------------------------------

         Under section 1445(e) of the Internal Revenue Code of 1986, as amended
(the "Code"), in the event of a disposition by a non-U. S. person of a
partnership interest in a partnership in which (i) 50% or more of the value of
the gross assets consists of United States real property interests ("USRPIs"),
as defined in section 897(c) of the Code, and (ii) 90% or more of the value of
the gross assets consists of USRPIs, cash, and cash equivalents, the transferee
will be required to withhold 10% of the amount realized by the non-U. S. person
upon the disposition. To inform G REIT, Inc. (the "General Partner") and G REIT,
L.P. (the "Partnership") that no withholding is required with respect to the
redemption by ________________________ ("Limited Partner") of its units of
limited partnership interest in the Partnership, the undersigned hereby
certifies the following on behalf of Limited Partner:

1.       Limited Partner is not a foreign corporation, foreign partnership,
         foreign trust, or foreign estate as those terms are defined in the Code
         and the Treasury regulations thereunder.

2.       The U. S. employer identification number of Limited Partner is
         ____________.

3.       The principal business address of Limited Partner is __________________
         ____________________________________, and Limited Partner's place of
         incorporation is _______________________________________________.

4.       Limited Partner agrees to inform the General Partner if it becomes a
         foreign person at any time during the three-year period immediately
         following the date of this notice.

5.       Limited Partner understands that this certification may be disclosed to
         the Internal Revenue Service by the General Partner and that any false
         statement contained herein could be punished by fine, imprisonment, or
         both.

                                       LIMITED PARTNER


                                       By:______________________________________
                                       Name:____________________________________
                                       Its:_____________________________________

                                      C-1


<PAGE>

Under penalties of perjury, I declare that I have examined this certification
and, to the best of my knowledge and belief, it is true, correct, and complete,
and I further declare that I have authority to sign this document on behalf of
Limited Partner.

Date: ____________________             [NAME]

                                       _________________________________________
                                       Title

                                      C-2

<PAGE>

For Redeeming Partners that are individuals:

                       CERTIFICATION OF NON-FOREIGN STATUS
                       -----------------------------------

         Under section 1445(e) of the Internal Revenue Code of 1986, as amended
(the "Code"), in the event of a disposition by a non-U. S. person of a
partnership interest in a partnership in which (i) 50% or more of the value of
the gross assets consists of United States real property interests ("USRPIs"),
as defined in section 897(c) of the Code, and (ii) 90% or more of the value of
the gross assets consists of USRPIs, cash, and cash equivalents, the transferee
will be required to withhold 10% of the amount realized by the non-U. S. person
upon the disposition. To inform G REIT, Inc. (the "General Partner") and G REIT,
L.P. (the "Partnership") that no withholding is required with respect to my
redemption of my units of limited partnership interest in the Partnership, I,
_________________, hereby certify the following:

6.       I am not a nonresident alien for purposes of U. S. income taxation.

7.       My U. S. taxpayer identification number (social security number) is
         __________________________.

8.       My home address is:__________________________________________________.

9.       I agree to inform the General Partner promptly if I become a
         nonresident alien at any time during the three-year period immediately
         following the date of this notice.

10.      I understand that this certification may be disclosed to the Internal
         Revenue Service by the General Partner and that any false statement
         contained herein could be punished by fine, imprisonment, or both.


                                          ______________________________________
                                          Name:

Under penalties of perjury, I declare that I have examined this certification
and, to the best of my knowledge and belief, it is true, correct, and complete.


Date: ______________________              ______________________________________
                                          Name:

                                      C-3