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                                                                  Exhibit 10(vv)

                          CRIIMI MAE HOLDINGS II, L.P.
                        AGREEMENT OF LIMITED PARTNERSHIP

         THIS AGREEMENT OF LIMITED PARTNERSHIP,  made and entered into as of the
4th day of June 1998,  between  CRIIMI MAE Inc., a Maryland  corporation  as the
General  Partner  (the  "General  Partner")  and  CRIIMI  MAE  Services  Limited
Partnership,  a Maryland limited  partnership as a Limited Partner (the "Limited
Partner").

                              W I T N E S S E T H:

         WHEREAS,  the  Partnership is being formed pursuant to a certificate of
limited partnership for the purpose of acquiring,  owning, operating,  managing,
holding, selling, assigning, transferring,  pledging, financing, refinancing and
otherwise dealing with certain mortgage-backed certificates further described on
Schedule  B attached  hereto  (the  "Assets"),  and with any  property  that the
Partnership  may acquire or have a right to acquire as a result of its ownership
of the Assets; and

         WHEREAS,  the parties  hereto  desire to enter into this  agreement  of
limited partnership to reflect the agreement among them;

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
agreements  herein set forth,  the parties  hereby agree t the  formation of the
Partnership as a limited  partnership  pursuant to the Delaware  Revised Uniform
Limited Partnership Act upon the following terms and conditions:

                                    ARTICLE I

                                NAME AND BUSINESS

         1.1 NAME. The name of the Partnership is CRIIMI MAE Holdings II, L.P.

         1.2 PLACE  OF  BUSINESS;  REGISTERED  AGENT.   The  principal  place of
business of the  Partnership is at c/o CRIIMI MAE Inc.,  11200  Rockville  Pike,
Rockville,  Maryland  20852 or at such other  place as the  General  Partner may
hereafter  designate  upon  notice to the Limited  Partners.  The address of the
registered office in the State of Delaware shall be CT Corp.,  Corporation Trust
Center, 1209 Orange Street, Wilmington,  Delaware 19801 and the registered agent
for  service of  process on the  Partnership  in the State of  Delaware  at such
registered  office  shall  be CT  Corp.,  or such  other  registered  office  or
registered  agent as the General Partner may hereafter  designate upon notice to
the Limited Partner.

         1.3 ADDRESSES OF GENERAL PARTNER AND LIMITED PARTNER.

         (a)      The name and principal place of business of the General 
Partner is CRIIMI MAE Inc., 11200 Rockville Pike, Rockville, Maryland 20852.

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         (b) The name and principal  place of business of the Limited Partner is
CRIIMI MAE  Services  Limited  Partnership,  11200  Rockville  Pike,  Rockville,
Maryland 20852.

         1.4 PURPOSE.

                  (a) The nature of the  business or purposes to be conducted or
promoted by the  Partnership  is limited to the  following  activities  and none
other:

                           (i)      To acquire, own, hold, transfer, assign, 
pledge and otherwise deal with the trust certificates, participation 
certificates, pass-through certificates, bonds or other securities with respect
to or secured by Mortgage Loans  (collectively,  "Private MBS") and securities
representing  interests in or secured by Private MBS  (collectively, the 
"Mortgage Assets"):

                           (ii)  To do all  such  things  as are  reasonable  or
necessary to enable the Partnership to carry out any of the above,  including,
without limitation,  entering into repurchase agreements and bond purchase 
agreements.

                  (b) The Partnership  shall have the authority to engage in any
other acts or  activities  and to exercise any power  permitted to  corporations
under the Delaware  Revised Uniform Limited  Partnership Act so long as the same
are incidental to, or connected  with, the foregoing or are necessary,  suitable
or convenient to accomplish the foregoing. In connection with the foregoing, the
Partners  hereby  ratify the  entering  into by the  Partnership  of the [Master
Repurchase  Agreement]  including any attachments  thereto,  dated as of June 4,
1998  (the  "Repurchase  Agreement"),   between  Citicorp  Securities,  Inc.  as
purchaser and the Partnership as seller.

         1.5 TERM. The term of the  Partnership  shall commence on the filing of
the  Certificate  and  shall  continue  until  December  31,  2050,  unless  the
Partnership  is  earlier   dissolved  and  terminated  in  accordance  with  the
provisions of this Agreement.

         1.6 CERTIFICATE.   The General  Partner shall file the  Certificate  in
accordance with applicable law.

                                   ARTICLE II

                                   DEFINITIONS

         Unless the context  clearly  indicates  otherwise,  the following terms
shall have the following meanings for purposes of this Agreement:

         2.1  AFFILIATE  shall  mean any Person  that  directly,  or  indirectly
through one or more intermediaries,  controls,  or is controlled by, or is under
common control with,  the Person  specified.  The term "control"  (including the
terms "controlling,"  "controlled by" and "under common control with") means the
possession, direct or indirect, of the power 




<PAGE>

to direct or cause the direction of the management and policies of a Person,
whether through the ownership of at least 10% of the voting securities, by
contract, or otherwise.

         2.2 Agreement shall mean this agreement of limited partnership, as
it may be amended from time to time.
                  
         2.3 ASSETS  shall mean the  CRIIMI MAE CMBS Corp.  Commercial  
Mortgage Loan Trust Certificates, Series 1998-1, described on Schedule B 
attached hereto.

         2.4 CAPITAL CONTRIBUTION shall mean the amount of money or other 
assets contributed to the Partnership by each Partner.
                  
         2.5 CERTIFICATE  shall mean the  certificate of limited  partnership 
of the  Partnership  as filed with the Secretary of State of the State of 
Delaware, as it may be amended from time to time.

         2.6 DISTRIBUTIONS shall mean nay money or other property distributed to
the Partners with respect to their interests in the  Partnership,  but shall not
include any payments to the General Partner permitted by Section 5.8.

         2.7 EVENT  OF  DISSOLUTION  shall  mean the  withdrawal,  
resignation, dissolution,  adjudication of bankruptcy or insolvency of the 
General Partner or an attempted transfer or withdrawal in contravention of 
Section 8.1.

         2.8 FISCAL YEAR shall mean the calendar year.

         2.9 GENERAL PARTNER shall mean CRIIMI MAE Inc., a Maryland 
corporation, and any successors in that capacity.
                  

         2.10 LIMITED PARTNER shall mean CRIIMI MAE Services Limited 
Partnership, a Maryland limited  partnership, and any  successors in that 
capacity.

         2.11 NET CASH FLOW shall mean with respect to any fiscal period of 
the Partnership, all revenues of the Partnership, including revenues from the 
Assets and net cash proceeds from disposition of the Assets during that 
period decreased by (a) cash expenditures for operating expenses (but not 
including expense items which do not require a current cash outlay), (b) 
capital expenditures to the extent not made from reserves, (c) reserves for 
contingencies and working capital, established in such amounts as the General 
Partner may determine, (d) repayments of principal on any financing of the 
Assets and (e) taxes.

         2.12 PARTNERS shall mean the General Partner and the Limited Partner.

         2.13 PARTNERSHIP shall mean the limited partnership governed under 
this Agreement.

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         2.14 PERSON shall mean and include an individual, proprietorship, 
trust, estate partnership, joint venture, association, company, corporation, 
limited liability company or other entity.

         2.15 SECTION shall mean any section of this Agreement.

         2.16 SUBSTITUTE LIMITED PARTNER shall mean a person admitted to the 
Partnership as a limited partner pursuant to Section 7.3.

         2.17 TAX TERMS:

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

                           (i)   Credit to such Capital Account the minimum 
gain chargeback that such Partner is deemed to be obligated to restore 
pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) 
and 1.704-2(i)(5); and

                           (ii)  Debit  to  such   Capital   Account  the  items
described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 
1.704-1(b)(2)(ii)(d)(6) of the Regulations. 

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

                  (b)  NONRECOURSE  DEDUCTIONS  has the  meaning  set  forth  in
Section 1.704-2(b)(1) of the Regulations.

                  (c)  NONRECOURSE LIABILITY has the meaning set forth in 
Section 1.704-2(b)(3) of the Regulations.

                  (d)  PARTNER  NONRECOURSE  DEBT has the  meaning  set forth in
Section 1.704-2(b)(4) of the Regulations.

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

                  (f) PARTNER  NONRECOURSE  DEDUCTIONS has the meaning set forth
in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

                  (g)  PARTNERSHIP  MINIMUM  GAIN has the  meaning  set forth in
Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

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

                           (i) Any income of the Partnership that is exempt from
federal income tax and not otherwise taken into account in computing Profits or
Losses pursuant to this paragraph 2.24(h) shall be added to such taxable income
or loss;

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

                           (iii)  Notwithstanding any other provisions of 
this definition, any items which are specially allocated pursuant to Section 
4.3 and Section 4.4 hereof shall not be taken into account in computing 
Profits or Losses.

         The  amounts  of the  items  of  Partnership  income,  gain,  loss,  or
deduction  available to be specially  allocated pursuant to Sections 4.3 and 4.4
shall be  determined by applying  rules  analogous to those set forth in clauses
(i) through (iii) above.

                  (i) CODE shall mean the Internal  Revenue Code of 1986, as now
or hereafter amended.

                  (ii) REGULATIONS shall mean the federal income tax regulations
promulgated  by the United  States  Treasury  Department  under the Code as such
Regulations  may be  amended  from  time to time.  All  references  herein  to a
specific  section  of the  Regulations  shall  be  deemed  also to  refer to any
corresponding provision of succeeding Regulations.

                                   ARTICLE III

                                     CAPITAL

         3.1 CAPITAL  CONTRIBUTION OF THE GENERAL  PARTNER.  The General Partner
shall make a Capital  Contribution  consisting of the Assets, which shall be due
and payable upon the execution of this Agreement.

         3.2 CAPITAL  CONTRIBUTION OF THE LIMITED  PARTNER.  The Limited Partner
shall make a Capital  Contribution  of $10,  which shall be due and payable upon
the execution of this Agreement.

<PAGE>

         3.3 CAPITAL  ACCOUNT.  A capital  account shall be maintained  for each
Partner  throughout the term of the  Partnership in accordance with the rules of
Regulation  ss.1.704-1(b)(2)(iv)  as in effect  from time to time,  and,  to the
extent not inconsistent therewith, to which the following provisions apply:

                  (a) to each Partner's  Capital Account there shall be credited
(i)  the  amount  of  money  contributed  by  such  Partner  to the  Partnership
(including liabilities of the Partnership assumed by such Partner as provided in
Regulation ss.1.704-1(b)(2)(iv)(c));  (ii) the fair market value of any property
contributed to the  Partnership  by such Partner (net of liabilities  secured by
such  contributed  property that the Partnership is considered to assume or take
subject  to  under  Code  ss.752);   and  (iii)  such  Partner's  share  of  the
Partnership's Profits and items of income and gain that are specially allocated.

                  (b) To each Partner's  Capital  Account there shall be debited
(i)  the  amount  of  money  distributed  to  such  Partner  by the  Partnership
(including liabilities of such Partner assumed by the Partnership as provided in
Regulation ss.1.704-1(b)(2)(iv)(c)) other than amounts which are in repayment of
debt obligations of the Partnership to such Partner;  (ii) the fair market value
of property  distributed  to such  Partner (net of  liabilities  secured by such
distributed  property  that such Partner is considered to assume or take subject
to); and (iii) such Partner's share of the Partnership's Losses or items of loss
or deduction that are specifically allocated.

                  (c) The Capital Account of a transferee  Partner shall include
the  appropriate  portion of the Capital  Account of the  partner  from whom the
transferee Partner's interest was obtained.

                  (d) In determining the amount of any liability there shall be
taken into account Code Section  752(c) and any other  applicable  provisions of
the Code and Regulations.

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

<PAGE>

         3.4  INTEREST.  No Partner  shall be entitled to interest on his or her
Capital Contribution or on any Profits retained by the Partnership.

         3.5  NO PERSONAL LIABILITY.  The General Partner shall have no 
personal liability for the repayment of any Capital Contributions of the 
Limited Partner.

                                   ARTICLE IV

                  ALLOCATION OF PROFIT AND LOSS; DISTRIBUTIONS

         4.1  PROFITS.  After giving effect to the special  allocations set 
forth in Sections  4.3 and 4.4,  Profits for any Fiscal Year shall be 
allocated in the following order and priority:

                  (a) First, to the General Partner to the extent of the excess,
if any, of (i) the cumulative  Losses  allocated to the General Partner pursuant
to the last sentence of Section 4.2(b) for all prior Fiscal Years, over (ii) the
cumulative  Profits  allocated to the General  Partner  pursuant to this Section
4.1(a) for all prior Fiscal Years;

                  (b)  Second,  to the  Partners,  in  proportion  to and to the
extent of the excess,  if any of (i) the  cumulative  Losses  allocated  to each
Partner  pursuant to Section 4.2(b) for all prior Fiscal Years (after  reduction
of such  Losses in the case of the  general  Partner by the  cumulative  Profits
allocated to the General Partner  pursuant to Section 4.1(a) for the current and
all prior Fiscal  Years),  over (ii) the  cumulative  Profits  allocated to each
Partner pursuant to this Section 4.1(b) for all prior Fiscal Years;

                  (c) Third, to the Partners, in proportion to and to the extent
of the excess,  if any, of (i) the cumulative  Losses  allocated to each Partner
pursuant  to  Section  4.2(a)(ii)  for all  prior  Fiscal  Years  over  (ii) the
cumulative Profits allocated to such Partner pursuant to this Section 4.1(c) for
all prior Fiscal Years;

                  (d) The balance,  if any,  among the Partners in proportion to
their respective Capital Contributions.

         4.2  LOSSES. After giving effect to the special allocations set 
forth in Sections 4.3 and 4.4, Losses for any Fiscal Year shall be allocated 
as set forth in Section 4.2(a), subject to the limitation in Section 4.2(b).

                  (a) Losses for any Fiscal Year shall be allocated in the
following order and priority:

                           (i)      First, to the Partners, in proportion to and
to the extent of the excess, if any, of (1) the cumulative Profits allocated to 
each such Partner pursuant to Section 4.1(d) for all prior Fiscal Years, over 
(2) the cumulative Losses allocated to such Partner pursuant to this Section 
4.2(a)(i) for all prior Fiscal Years;

<PAGE>

                           (ii) The  balance,  if any,  among  the  Partners  in
proportion to their respective Capital Contributions.

                  (b) The Losses allocated  pursuant to Section 4.2(a) shall not
exceed the maximum amount of Losses that can be so allocated without causing any
Partner to have an  Adjusted  Capital  Account  Deficit at the end of any Fiscal
Year. In the event some but not all of the Partners would have Adjusted  Capital
Account Deficits as a consequence of an allocation of Losses pursuant to Section
4.2(a),  the  limitation  set forth in this Section 4.2(b) shall be applied on a
Partner by Partner basis so as to allocate the maximum permissible Losses to the
Limited  Partner  under Section  1.704-1(b)(2)(ii)(d)  of the  Regulations.  All
Losses in excess of the limitations set forth in the foregoing sentences of this
Section 4.2(b) shall be allocated to the General Partner.

         4.3 SPECIAL ALLOCATIONS. The following special allocations shall be 
made in the following order:

                  (a) MINIMUM GAIN CHARGEBACK.  Except as otherwise  provided in
Section  1.704-2(f) of the Regulations,  notwithstanding  any other provision of
this Article IV, if there is a net decrease in  Partnership  Minimum Gain during
any Fiscal Year, each Partner shall be specially  allocated items of Partnership
income and gain for such Fiscal Year (an, if necessary, subsequent Fiscal Years)
in an amount equal to such  Partner's  share of the net decrease in  Partnership
Minimum Gain,  determined in accordance  with  Regulations  Section  1.704-2(g).
Allocations pursuant to the previous sentence shall be made in proportion to the
respective  amounts required to be allocated to each Partner  pursuant  thereto.
The items to be so allocated  shall be determined  in  accordance  with Sections
1.704-2(f)(6)  and  1.704-2(j)(2)  of the  Regulations.  This Section  4.3(a) is
intended to comply  with the  minimum  gain  chargeback  requirement  in Section
1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

                  (b)  PARTNER  MINIMUM  GAIN  CHARGEBACK.  Except as  otherwise
provided in Section 1.704-2(i)(4) of the Regulations,  notwithstanding any other
provision of this Article IV, if there is a net decrease in Partner  Nonrecourse
Debt Minimum Gain  attributable to a Partner  Nonrecourse Debt during any Fiscal
Year, each Partner who has a share of the Partner  Nonrecourse Debt Minimum Gain
attributable  to such Partner  Nonrecourse  Debt,  determined in accordance with
Section 1.704-2(i)(5) of the Regulations,  shall be specially allocated items of
Partnership income and gain for such Fiscal Year (and, if necessary,  subsequent
Fiscal Years) in an amount equal to such Partner's  share of the net decrease in
Partner  Nonrecourse Debt Minimum Gain attributable to such Partner  Nonrecourse
Debt,   determined  in  accordance  with  Regulations   Section   1.704-2(i)(4).
Allocations pursuant to the previous sentence shall be made in proportion to the
respective  amounts required to be allocated to each Partner  pursuant  thereto.
The items to be so allocated  shall be  determined  in  accordance  with Section
1.704-2(i)(4)  and  1704-2(j)(2)  of the  Regulations.  This  Section  4.3(b) is
intended to comply  with the  minimum  gain  chargeback  requirement  in Section
1.704-2(i)(4)   of  the  Regulations  and  shall  be  interpreted   consistently
therewith.

<PAGE>

                  (c) QUALIFIED INCOME OFFSET.  In the event the Limited Partner
unexpectedly receives any adjustments,  allocations,  or distributions described
in Section 1704-1(b)(2)(ii)(d)(4),  Section 1.704-1(b)(2)(ii)(D)(5),  or Section
1.704-1(b)(2)(ii)(D)(6) of the Regulations, items of Partnership income and gain
shall be  specially  allocated  to the  Limited  Partner in an amount and manner
sufficient to eliminate, to the extent required by the Regulations, the Adjusted
Capital Account Deficit of the Limited Partner as quickly as possible,  provided
that an allocation  pursuant to this Section 4.3(c) shall be made only if and to
the extent  that the Limited  Partner  would have an  Adjusted  Capital  Account
Deficit  after all other  allocations  provided for in this Article IV have been
tentatively made as if this Section 4.3(c) were not in the Agreement.

                  (d) GROSS  INCOME  ALLOCATION.  In the event any Partner has a
deficit  Capital Account at the end of any Fiscal Year which is in excess of the
sum of the amount such Partner is deemed to be obligated to restore  pursuant to
the penultimate  sentences of Sections  1.704-2(g)(1)  and  1.704-2(i)(5) of the
Regulations, each such Partner shall be specially allocated items of Partnership
income and gain in the amount of such  excess as quickly as  possible,  provided
that an allocation  pursuant to this Section 4.3(d) shall be made only if and to
the extent that such Partner would have a deficit  Capital  Account in excess of
such sum after all other  allocations  provided for in this Article IV have been
made as if Section 4.3(c) and this Section 4.3(d) were not in the Agreement.

                  (e)  NONRECOURSE  DEDUCTIONS.  Nonrecourse  Deductions for any
Fiscal Year shall be specially  allocated  among the Partners in  proportion  to
their Capital Contributions.

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

                  (g) ALLOCATIONS WITH REPSECT TO CONTRIBUTED  PROPERTY.  If any
property  contributed to the Partnership by any Partner has, at the time of such
contribution,  a fair market value that differs from the contribution  Partner's
adjusted tax basis for such property,  income,  gain,  loss, and deductions with
respect to such  property  shall be  allocated  so as to take into  account such
difference.  This  provision is intended to comply with Code Section  704(c) and
Regulations  Section  1.704-3,  and shall be interpreted and applied in a manner
consistent with such  Regulations,  using the "traditional  method" described in
Regulations  Section  1.704-3(b),  provided,  however,  that  any  other  method
allowable  under  applicable  Regulations  may be used for any  contribution  or
property as to which there is agreement between the contributing Partner and the
General Partner or, if the contributing  Partner and the General Partner are the
same, as to which there is agreement  between the General Partner and a majority
of the other Partners.

<PAGE>

         4.4 CURATIVE ALLOCATIONS. the allocations set forth in Sections 
4.2(b)., 4.3(a), 4.3(b), 4.3(c), 4.3(d), 4.3(e), 4.3(f) and 4.3(g) (the 
"Regulatory Allocations") are intended to comply with certain requirements of 
the Regulations. It is the intent of the Partners that, to the extent 
possible, all Regulatory Allocations shall be offset either with other 
Regulatory Allocations or with special allocations of other items of 
Partnership income, gain, loss, or deduction pursuant to this Section 4.4. 
Therefore, notwithstanding any other provision of  this Article IV (other 
than the Regulatory Allocations), the General Partner shall make such 
offsetting special allocations of Partnership income, gain, loss, or 
deduction in whatever manner it determines appropriate so that, after such 
offsetting allocations are made, each Partner's Capital Account balance is, 
to the extent possible, equal to the Capital Account balance such Partner 
would have had if the Regulatory Allocations were not part of the Agreement 
and all Partnership items were allocated pursuant to Sections 4.1 and 4.2(a). 
In exercising its discretion under this Section 4.4, the General Partner 
shall take into account future Regulatory Allocations under Section 4.3(a) 
and 4.3(b) that, although not yet made, are likely to offset other Regulatory 
Allocations previously made under Sections 4.3(e) and 4.3(f).

         4.5 OTHER ALLOCATION RULES.

                  (a)  Notwithstanding  any other  provision  of this Article IV
other than  Section  4.2(b) and Section  4.3, a minimum of one  percent  (1%) of
Profits and one percent  (1%) of Losses for each Fiscal Year shall be  allocated
to the General Partner.

                  (b) For purposes of determining  the Profits,  Losses,  or any
other items allocable to any period,  Profits,  Losses, and any such other items
shall be determined on a daily,  monthly,  or other basis,  as determined by the
General  Partner  using any  permissible  method  under Code Section 706 and the
Regulations thereunder.

                  (c) The Partners are aware of the income tax  consequences  of
the  allocations  made by this  Article IV and  hereby  agree to be bound by the
provisions of this Article IV in reporting  their shares of Partnership  Profits
and Losses for income tax purposes.

                  (d)  Solely  for   purposes   of   determining   a   Partner's
proportionate share of the "excess  nonrecourse  liabilities" of the Partnership
within the meaning of Section  1.752-3(a)(3) of the  Regulations,  the Partners'
interests  in   Partnership   profits  are  in   proportion   to  their  Capital
Contributions.

                  (e) To the extent  permitted by Section  1.704-2(h)(3)  of the
Regulations,  the General Partner shall endeavor to treat  distributions  of Net
Cash Flow as having been made from the proceeds of a Nonrecourse  Liability or a
Partner  Nonrecourse Debt only to the extent that such distributions would cause
or increase an Adjusted Capital Account Deficit for the Limited Partner.

         4.6 DISTRIBUTION OF NET CASH FLOW. New Cash Flow shall be 
distributed to the Partners in the same manner as Profits are allocated under 
this Article IV.  Such  

<PAGE>

distributions, which shall be made at the sole discretion of the General
Partner, shall be made within 90 days of the end of each of the Partnership's
fiscal years to those persons recognized on the books of the Partnership as
Partners or as assignees of their interest in the Partnership on the last day of
the fiscal year just ended.


                                    ARTICLE V

                  RIGHTS, POWERS AND DUTIES OF GENERAL PARTNER

         5.1  MANAGEMENT.  The  General  Partner  shall be  responsible  for the
management of, and for making all decisions regarding, the Partnership business.

         5.2 POWERS.  Subject to Sections 1.4 and 5.3, the General Partner shall
have all authority,  rights and powers generally conferred by law, including the
authority,  rights and  powers of a general  partner  in a  partnership  without
limited partners,  and shall have all the authority,  rights and powers which it
deems necessary or appropriate to effect the purposes of the Partnership.

         5.3 RESTRICTIONS OF THE GENERAL PARTNER AND COVENANTS OF THE GENERAL 
PARTNER.

         (a) The General  Partner shall be subject to all the  restrictions  and
limitations  of a partner in a  partnership  without  limited  partners,  and in
addition,  each of the  General  Partner  on behalf of the  Partnership  and the
Partnership shall not:

                  (i)      do any act in contravention of the Agreement;

                  (ii) do any act which would make it impossible to carry on the
ordinary business of the Partnership;

                  (iii) possess  Partnership  property,  or assign its rights in
specific Partnership property, for other than a Partnership purpose;

                  (iv)     admit a Person as a general partner;

                  (v)      merge or consolidate, the Partnership with or into 
any Person; or

                  (vi) The Partnership shall not incur any financial obligations
or indebtedness, other than the Repurchase Agreement until after the termination
of the Repurchase Agreement

         (b) The General  Partner shall be subject to all the  restrictions  and
limitations  of a partner in a  partnership  without  limited  partners,  and in
addition,  without the prior consent of the Limited Partner, the General Partner
shall not:

<PAGE>

                  (i)  file  on  behalf  of  the   Partnership,   for  voluntary
bankruptcy,  insolvency  or  consent  to  the  institution  of a  bankruptcy  or
insolvency  proceedings,  seek or  consent  to the  appointment  of a  receiver,
liquidator,  trustee,  custodian or similar  official for the corporation or its
properties,  or  make  an  assignment  for  the  benefit  of  the  Partnership's
creditors.

         (c) The General Partner covenants that:

                  (i)    it shall not cause the Partnership to dissolve, 
liquidate or sell all or substantially all of its assets;

                  (ii)   it shall not  cause  the  Partnership  to  commingle  
its assets with those of any Partner or any other affiliate of the 
Partnership;

                  (ii)   it shall  cause  the  Partnership  to  maintain  
separate partnership  records and books of account from those of any partner 
or any other affiliate  of  the  Partnership  and  any  resolutions,   
agreements  and  other instruments  will  be  continuously   maintained  as  
official  records  by  the Partnership;

                  (iii)  it shall ensure that the Partnership's 
capitalization is adequate in light of its business and purposes and the 
Partnership will pay from its own funds and assets all obligations and 
indebtedness incurred by it;

                  (iv)   it will not cause the  Partnership  to hold itself 
out as being liable for the liabilities of another party or engage in any 
other actions that bear on the separateness of the Partnership;

                  (v)    the  Partnership's  accounting  records will  
disclose the effect of the transactions in accordance with statutory 
accounting practices and relevant  pronouncements  and the Partnership shall 
maintain separate  financial statements;

                  (vi)   it shall cause the Partnership to conduct its own 
business in its own name and shall hold itself out as a separate entity;

                  (vii)  it shall cause the  Partnership  to pay the  
salaries of its own employees and maintain a sufficient  number of employees 
in light of its contemplated business operations;

                  (viii) it shall conduct all  transactions  with  Affiliates 
on commercially reasonable terms; and

                  (ix)   it shall  cause  the  Partnership  to  correct  any 
known misunderstanding regarding its separate identity.

         5.4 OTHER  ACTIVITIES.  The  General  Partner  shall not be required to
devote its full time to the management of the Partnership business,  but only so
much of its time as 




<PAGE>

the General Partner deems necessary or appropriate for the proper management of
such business. The General Partner, and any of its Affiliates, may engage or
possess an interest, independently or with others, in other businesses or
ventures of every nature and description.

         5.5 DISTRIBUTIONS.  Each Partner shall look solely to the assets of the
Partnership for all Distributions and share of Profits or Losses, and shall have
no recourse therefor (upon dissolution or otherwise) against the General Partner
or the Limited  Partner.  No Partner  shall have any rights to demand or receive
property other than money upon dissolution and termination of the Partnership.

         5.6  EXPENSES.  The  Partnership  shall pay directly or  reimburse  the
General Partner for certain expenses of the Partnership  incurred by the General
Partner in the  management  of the  Partnership's  business.  Such  expenses may
include but are not limited to: (a) costs of borrowed money and taxes applicable
to the  Partnership;  (b) fees and  expenses  paid to  suppliers,  tradespeople,
brokers,  consultants  and other  agents;  (c) costs of insurance as required in
connection with the conduct of the business of the Partnership; and (d) expenses
incurred by the Partnership for tax return preparation.

         5.7  LIMITATION  ON  LIABILITY;  INDEMNIFICATION.  None of the  General
Partner,  its  Affiliates,  designees or nominees,  or any employee,  officer or
director of the General Partner  (collectively,  "Indemnified Parties") shall be
liable, responsible or accountable in damages or otherwise to the Partnership or
to the Limited Partner for any loss in connection with the Partnership  business
if such Indemnified Party acts in good faith and is not guilty of fraud or gross
negligence.  The Partnership  shall indemnify and save harmless each Indemnified
Party against any loss, damage or expense  (including  attorneys' fees) incurred
by it as a result of any act  performed or omitted on behalf of the  Partnership
or in furtherance of the Partnership's  interests  without,  however,  relieving
such Indemnified  Party of liability for bad faith,  fraud or gross  negligence.
The  satisfaction of any  indemnification  and any saving harmless shall be from
and limited to  Partnership  assets and the Limited  Partner  shall not have any
personal liability on account thereof.

                                   ARTICLE VI

                   RIGHTS AND LIMITATIONS OF LIMITED PARTNERS

         6.1  NO  ASSESSMENT.  The  Limited  Partner  shall  not be  subject  to
assessment or be personally  liable for, or bound by, any expenses,  liabilities
or obligations of the Partnership beyond such Partner's Capital Contribution and
such Partner's share of undistributed profits of the Partnership.

         6.2 NO RIGHT TO MANAGE.  The Limited Partner shall not take part in, or
interfere in any manner with, the management,  control,  conduct or operation of
the Partnership,  or have any rights,  power or authority to act for or bind the
Partnership. The 




<PAGE>

Limited Partner shall not have the right to bring an action for partition
against the Partnership.

         6.3  SUBSTITUTION  OF LIMITED  PARTNER.  The  Partnership  shall not 
be dissolved by the admission of a Substitute  Limited Partner  pursuant to 
Section 7.3.

         6.4  REMOVAL OF GENERAL PARTNER.  Except as permitted by applicable 
law, the Limited Partner shall have no right to remove the General Partner.

         6.5  DEATH,   DISSOLUTION  OR  DISABILITY  OF  LIMITED   PARTNER.   The
Partnership  shall not be  dissolved  by the death,  insanity,  adjudication  of
incompetency,  bankruptcy,  insolvency, dissolution or withdrawal of any Limited
Partner;  by the assignment by any Limited  Partner of his or her interest i the
Partnership; or by the admission of a Substitute Limited Partner.

                                   ARTICLE VII

                           TRANSFER BY LIMITED PARTNER

         7.1 COMPLIANCE WITH SECURITIES  LAWS. No Partnership  interest has been
registered under the Securities Act of 1933, as amended, or under any applicable
state  securities  laws. The Limited  Partner may not transfer (a transfer,  for
purposes of this Agreement,  shall be deemed to include,  but not be limited to,
any sale, transfer, assignment, pledge, creation of a security interest or other
disposition) all or any part of such Partner's interest,  except upon compliance
with the applicable federal and state securities laws. The General Partner shall
have no  obligation  to  register  the  Limited  Partner's  interest  under  the
Securities  Act of 1933, as amended,  or under any applicable  state  securities
laws, or to make any exemption therefrom available to the Limited Partner.

         7.2 TRANSFER.  Except for the right to receive  allocations  of Profits
and Losses and to receive Distributions, the Partnership interest of the Limited
Partner may not be transferred in whole or in part.

         7.3  ADMISSION  OF  SUBSTITUTE  LIMITED  PARTNER.  Except as  otherwise
provided by Section 7.5, a transferor of a Partnership  interest may give his or
her  transferee  the right to become a Limited  Partner only after the following
terms and conditions have been satisfied:

                  (a)      The General Partner shall have consented in writing 
to the substitution, which consent may be arbitrarily withheld;

                  (b) The transferor and the transferee shall have complied with
such other requirements as the General Partner may reasonably impose,  including
the conditions that the transferee:


<PAGE>

                           (i)      adopt and approve in writing all the terms
and provisions of the Agreement then in effect;

                           (ii) execute,  acknowledge and deliver to the General
Partner a power of attorney, the form and content of which are substantially as
described herein; and

                           (iii) pay such fees as may be  reasonable  to pay the
costs of the Partnership in effecting such substitution; and

         7.4 STATUS OF TRANSFEREE. A transferee of a Partnership interest of the
Limited Partner shall only be entitled to receive that share of Profits,  Losses
and  Distributions,  and the  return  of  Capital  Contribution,  to  which  the
transferor would otherwise be entitled with respect to the interest transferred,
and  shall  have  no  right  to  obtain  any   information  on  account  of  the
Partnership's  transactions,  to inspect the Partnership's books or to vote with
the  Limited  Partner  on any  matter.  The  Partnership  shall,  however,  if a
transferee  and transferor  jointly  advise the General  Partner in writing of a
transfer of the Partnership interest,  furnish the transferee with pertinent tax
information at the end of each fiscal year of the Partnership.

         7.5 ELECTION TO TREAT TRANSFEREE AS A PARTNER.  The General Partner may
elect to treat a  transferee  of a  Partnership  interest  who has not  become a
Substitute  Limited Partner as a Substitute  Limited Partner in the place of the
transferor  should the General  Partner deem, in its absolute  discretion,  that
such  treatment  is in the  best  interest  of the  Partnership  for  any of its
purposes or for any of the purposes of this Agreement.

         7.6 DEATH,  DISSOLUTION,  BANKRUPTCY OR INCOMPETENCY OF A PARTNER. Upon
the death, dissolution,  adjudication of bankruptcy, insanity or adjudication of
incompetency  of the Limited  Partner,  such  Partner's  successors,  executors,
administrators or legal  representatives  shall have all the rights of a Limited
Partner for the purpose of settling or managing such Partner's estate, including
such power as such Partner  possessed to  substitute a successor as a transferee
of such Partner's  interest in the  Partnership and to join with such transferee
in making the application to substitute  such transferee as a Partner.  However,
such successors,  executors,  administrators or legal  representatives  will not
have the  right to  become  Substitute  Limited  Partner  in the  place of their
predecessor in interest  unless the General Partner shall so consent as provided
in Section 7.3(a).

                                  ARTICLE VIII

                   DISPOSITION OF A GENERAL PARTNER'S INTEREST

         8.1  TRANSFER AND  WITHDRAWAL.  The General  Partner may not  withdraw,
retire or transfer  all or any part of its interest in the  Partnership  without
the consent of the Limited Partner.

                                   ARTICLE IX


<PAGE>

                                   ACCOUNTING

         9.1 BOOKS AND  RECORDS.  The  Partnership's  books  and  records,  this
Agreement and all amendments  thereto,  and all certificates shall be maintained
at the principal  office of the  Partnership  or such other place as the General
Partner may  determine and shall be open to inspection  and  examination  by the
Limited Partner or its duly authorized representatives at all reasonable times.

         9.2 BOOKS OF  ACCOUNT.  The  General  Partner  shall,  for  income  tax
purposes, keep and maintain, or cause to be kept and maintained,  adequate books
of account of the Partnership.  Such books of account shall initially be kept on
the cash method of accounting, but the General Partner shall have the right, but
not the obligation, to adopt the accrual method of accounting.

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

         9.4 TAX RETURNS.  The General Partner,  at Partnership  expense,  shall
prepare or cause income tax returns for the Partnership to be prepared and filed
timely with such authorities as the General Partner shall determine are entitled
thereto.

         9.5  REPORTS.  The  General  Partner  shall  cause to be  prepared  and
delivered to each Partner,  within ninety (90) days after the expiration of each
fiscal  year  of  the  Partnership,  and  at  Partnership  expense,  Partnership
information  necessary  for the  preparation  of the Limited  Partner's  federal
income tax returns.

                                    ARTICLE X

                               TAX MATTERS PARTNER

         10.1 TAX MATTERS PARTNER.  The General Partner shall be the tax matters
partner of the  Partnership for all federal income tax purposes set forth in the
Code.

         10.2  AUTHORITY  TO EXTEND  PERIOD FOR  ASSESSING  TAX. The tax matters
partner  shall have the  authority  to extend the period for  assessing  any tax
imposed on any Partner  under the Code by any  agreement  as provided  for under
Section  6226(b)(1)(b) of the Code if the tax matters partner shall determine in
its discretion to do so.

         10.3 CHOICE OF FORUM FOR FILING PETITION FOR READJUSTMENT. Any petition
for  readjustment  may,  but is not  required  to,  be filed by the tax  matters
partner in accordance with Section 6226(a) of the Code.

         10.4  AUTHORITY  TO BIND  PARTNERS  BY  SETTLEMENT  AGREEMENT.  The tax
matters  partner  may,  but shall not be required  to,  enter into a  settlement
agreement in accordance with Section 6224(c)(3) of the Code.


<PAGE>

         10.5  NOTICES  SENT TO THE INTERNAL  REVENUE  SERVICE.  The tax matters
partner will use its best efforts to furnish to the Internal Revenue Service the
name, address, profits interest and taxpayer identification number of all of the
Partners as set forth on Schedule A hereto. The tax matters partner will use its
best  efforts  to  furnish  to  the  Internal  Revenue  Service  any  additional
information it receives from any Partner  regarding any change in that Partner's
name, address,  profits interest and taxpayer identification number. In no event
will the tax matters partner be liable, responsible or accountable in damages or
otherwise to any Partner for any loss in connection with furnishing the Internal
Revenue Service such name, address, profits interest and taxpayer identification
number if the tax matters  partner acts in good faith and is not guilty of fraud
or gross negligence.

         10.6  INDEMNIFICATION  OF TAX MATTERS  PARTNER.  The Partnership  shall
indemnify and save harmless the tax matters  partner  against any loss,  damage,
cost or expense  (including  attorneys'  fees) incurred by it as a result of any
act performed or omitted on behalf of the  Partnership  or either  Partner or in
furtherance of the  Partnership's  interests or the interests of either Partner,
in its capacity as tax matters  partner,  without,  however,  relieving  the tax
matters partner of liability for bad faith, fraud or gross negligence.

         10.7 APPROVAL  OF TAX  MATTERS  PARTNER'S  DECISIONS.  The tax 
matters partner may call a meeting of the  Partners in  accordance  with 
Section 13.2 at any time in order to discuss any decisions  the tax matters  
partner may propose to make,  notice of which shall be included in the notice 
of such  meeting.  The tax matters partner may require that it will make no 
decision and take no action with respect to the  determination,  assessment 
or collection of any tax imposed by the Code on any of the  Partners  unless  
and until  such  decision  has been approved by the Limited Partner.

         10.8 PARTICIPATION   BY   PARTNERS  IN   INTERNAL   REVENUE   
SERVICE ADMINISTRATIVE  PROCEEDINGS.  Nothing  contained  in this  Article  X 
 shall  be construed to take away from any Partner any right  granted to such 
person by the Code to participate in any manner in administrative  
proceedings of the Internal Revenue Service.

         10.9 WITHHOLDING. The General Partner shall withhold federal income tax
with respect to all  partnership  income  allocable to the Limited  Partner,  as
required  under  Section 1446 of the code,  and to charge the Limited  Partner's
capital account with the amount of all such withholdings.

                                   ARTICLE XI

                                POWER OF ATTORNEY

         11.1  POWER  OF  ATTORNEY.   The  Limited  Partner  hereby  irrevocably
constitutes and appoints the General  Partner,  with full power of substitution,
such Partner's true and lawful  attorney-in-fact,  in such Partner's name, place
and stead, with full power to act jointly and severally, to make, execute, sign,
acknowledge,  swear to, verify,  deliver, file, record and publish the following
documents:


<PAGE>

                  (a) The Certificate;

                  (b) Any other  certificate,  instrument or document  which the
General  Partner  may believe is  necessary  or  appropriate  to be filed by the
Partnership under the laws of the any state, or by any governmental agency; and

                  (c) Any  certificate,  instrument  or  document  which  may be
required to effect the  continuation  of the  Partnership,  the  admission  of a
limited partner, or the dissolution and termination of the Partnership, provided
such continuation,  admission, dissolution and termination is in accordance with
the terms of this agreement.

         11.2  DURATION OF POWER OF ATTORNEY.  It is  expressly  intended by the
Limited Partner that the Power of Attorney granted under Section 11.1 is coupled
with an interest, and it is agreed that such Power of Attorney shall survive (a)
the  dissolution,  death or  incompetency  of the  Limited  Partner  and (b) the
assignment by the Limited  Partner of the whole or any portion of such Partner's
Partnership  interest,  except that, where the transferee of the interest of the
Limited  Partner has been  approved by the General  Partner for admission to the
Partnership as a Substitute Limited Partner, the power of attorney shall survive
such  transfer for the sole purpose of enabling the General  Partner to execute,
acknowledge  and file any  instrument  or  document  necessary  to  effect  such
substitution.

                                   ARTICLE XII

                           TERMINATION AND DISSOLUTION

                  12.1 DISSOLUTION.  Subject to Section 5.3, the Partnership 
shall be dissolved upon the earliest to occur of the following:

                  (a) The occurrence of any Event of Dissolution;

                  (b) The expiration of the term of the Partnership
pursuant to Section 1.5;

                  (c) The unanimous vote of the Partners;

                  (d) The sale of substantially all of the Assets.

         12.2 TERMINATION.  Upon dissolution,  the Partnership shall be wound up
and terminated unless, in the case of dissolution under Section 12.1(a),  within
90 days  thereafter  the  Limited  Partner  shall elect to admit one or more new
General  Partners  and to continue  the  business of the  Partnership.  Expenses
incurred in the reformation or attempted reformation of the Partnership shall be
deemed expenses of the Partnership.


<PAGE>

         12.3  DISTRIBUTION  OF ASSETS.  Upon a dissolution of the  Partnership,
unless it is continued  pursuant to Section  12.2,  the General  Partner (or, if
there is no General Partner then remaining,  such other Person(s)  designated by
the  Limited  Partner  shall  take full  account of the  Partnership  assets and
liabilities,  shall  liquidate  the assets as  promptly  as is  consistent  with
obtaining the fair value  thereof,  and shall apply and  distribute the proceeds
therefrom in the following order:

                  (a) To the  payment of the  expenses  of  liquidation  and the
debts and liabilities of the Partnership  (other than any loans or advances that
may have been made by the Partners to the Partnership);

                  (b) To  the  setting  up of any  reserves  which  the  General
Partner may deem necessary or  appropriate  for any  anticipated  obligations or
contingencies  of the Partnership or of the General Partner arising out of or in
connection with the operation or business of the Partnership.  Such reserves may
be paid over by the General  Partner to an escrow  agent or trustee  selected by
the General  Partner to be  disbursed by such escrow agent or trustee in payment
of any of the  aforementioned  obligations or contingencies  and, if any balance
remains at the  expiration  of such  period as the  General  Partner  shall deem
advisable,  to be  distributed  by such  escrow  agent or  trustee in the manner
hereinafter provided;

                  (c) To the  repayment of any loans or advances  which may have
been made by any of the Partners to the Partnership, but if the amount available
for such  repayment  shall be  insufficient,  then  proportionately  on  account
thereof; and

                  (d) To the Partners in  accordance  with the balances in their
respective capital accounts.

If at the time of  liquidation  the  General  Partner  shall  determine  that an
immediate  sale of some  or all of the  Assets  would  cause  undue  loss to the
Partners,  the  General  Partner  may,  in  order  to  avoid  such  loss,  defer
liquidation.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         13.1  NOTICES.  Notices  to the  General  Partner  shall be sent to the
principal  office of the  Partnership.  Notices to the Limited  Partner shall be
sent to its address as set forth on Exhibit A attached  hereto.  Any Partner may
require notices to be sent to a different  address by giving notice to the other
Partners in accordance with this Section 13.1. Any notice or other communication
required or permitted hereunder shall be in writing, and shall be deemed to have
been given with receipt  confirmed if and when  delivered  personally,  given by
prepaid  telegram or mailed first class,  postage  prepaid,  to such Partners at
such address.



<PAGE>

         13.2 MEETINGS.  a meeting of the Partners may be called by the 
General Partner at any time,  and shall be called by the General  Partner at 
the written request of the Limited Partner. Written notice stating the place 
and time of the meeting,  and the purpose  thereof shall be given by the 
General  Partner to the Limited Partner at least ten (10) days before the 
meeting.

         13.3 ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
between the parties and supersedes any prior agreement or understanding  between
them respecting the subject matter of this Agreement.

         13.4 HEADINGS.  All article and section  headings in this Agreement are
for convenience of reference only and are not intended to qualify the meaning of
any article or section.

         13.5 CERTAIN  PROVISIONS.  If the  operation  of any  provision of this
Agreement  would  contravene  the  provisions  of the Delaware  Revised  Uniform
Limited  Partnership Act, or would result in the imposition of general liability
on the Limited Partner, such provision shall be void and ineffectual.

         13.6  SAVING  CLAUSE.  If  any  provision  of  this  Agreement,  or the
application  of such  provision  to any  Person or  circumstance,  shall be held
invalid,  the remainder of this Agreement,  or the application of such provision
to Persons  or  circumstances  other than those as to which it is held  invalid,
shall not be affect thereby.

         13.7 BINDING AGREEMENT. This Agreement shall be binding upon, and inure
to the  benefit of, the  parties  hereto,  their  successors,  heirs,  legatees,
devisees, assigns, legal representatives,  executors and administrators,  except
as otherwise provided herein.

         13.8 COUNTERPARTS.   This   Agreement  may  be  executed  in  
several counterparts, and all so executed shall constitute one agreement, 
binding on all the parties hereto, even though all parties are not signatory 
to the original or the  same  counterpart.   Any  counterpart  of  either  
this  Agreement  or  the Certificate shall for all purposes be deemed a fully 
executed instrument.

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

         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Agreement as of the date first above written.

General Partner:                            CRIIMI MAE INC.



                                   By:      /s/ NANCY E. CURRIER
                                            --------------------------
                                   Name:    Nancy E. Currier


<PAGE>

                                   Title:   Assistant Vice President

Limited Partner:                            CRIIMI MAE SERVICES LIMITED 
                                            PARTNERSHIP

                                   By:      CRIIMI MAE Services, Inc.
                                              its general partner



                                   By:      /s/ NANCY E. CURRIER
                                            ------------------------------
                                   Name:    Nancy E. Currier
                                   Title:   Assistant Vice President


<PAGE>


                                   SCHEDULE A

                         INFORMATION REGARDING PARTNERS



General partner:            CRIIMI MAE Inc.
                            11200 Rockville Pike
                            Rockville, Maryland 20852

                            99% ownership interest
 
                            Taxpayer identification #:

Limited partner:            CRIIMI MAE Services Limited Partnership
                            11200 Rockville Pike
                            Rockville, Maryland 20852

                            1% ownership interest

                            Taxpayer identification #:


<PAGE>


                                   SCHEDULE B

                               SCHEDULE OF ASSETS

1.   CRIIMI MAE CMBS Corp.  Commercial Mortgage Loan Trust Certificates,  Series
     1998-1,  Class D  Certificates,  having an  initial  principal  balance  of
     $29,749,535.

2.   CRIIMI MAE CMBS Corp.  Commercial Mortgage Loan Trust Certificates,  Series
     1998-1,   Class  E  Certificates,   having  an  initial  principal  balance
     of$16,114,331.