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                                                                   EXHIBIT 10.29




                          GENERAL PARTNERSHIP AGREEMENT

                                       OF

               CAPITAL SOURCE PARTNERS, A REAL ESTATE PARTNERSHIP,

                        A California General Partnership
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                                TABLE OF CONTENTS

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                                                                                     Page

SECTION 1

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DEFINITIONS .........................................................................  1
      1.1   Affiliate/Entity........................................................   1
      1.2   Bankruptcy ..............................................................  1
      1.3   Capital Account .........................................................  1
      1.4   Cash Available For Distribution .........................................  2
      1.5   Code ....................................................................  2
      1.6   Distributions ...........................................................  2
      1.7   Managing Partner ........................................................  2
      1.8   Net Income and Net Loss .................................................  2
      1.9   Nonrecourse Deductions ..................................................  2
      1.10  Partner .................................................................  2
      1.11  Partner Nonrecourse Debt ................................................  2
      1.12  Partnership .............................................................  2
      1.13  Partnership Business ....................................................  2
      1.14  Partnership Minimum Gain ................................................  3
      1.15  Partnership Project .....................................................  3
      1.16  Percentage Interest .....................................................  3
      1.17  Treasury Regulations ....................................................  3

SECTION 2

FORMATION ...........................................................................  3
      2.2   Purpose .................................................................  3
      2.3   Name ....................................................................  3
      2.4   Place of Business .......................................................  3
      2.5   Fictitious Business Name Statement ......................................  3

SECTION 3

TERM ................................................................................  4
      3.1   Commencement ............................................................  4
      3.2   Dissolution .............................................................  4

SECTION 4

MANAGEMENT ..........................................................................  5
      4.1   Managing Partner and Decision Making ....................................  5
      4.2   Remaining Decision Making Power Vested in All Partners ..................  5
      4.3   Limitation on Partner's Authority .......................................  7
      4.4   Execution of Documents/Reliance on Acts of Managing Partner .............  7
      4.5   Devotion of Time ........................................................  7
      4.6   Representations and Indemnifications ....................................  8
      4.7   Investment Opportunities ................................................ 10

</TABLE>


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<TABLE>
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SECTION 5

CAPITAL CONTRIBUTIONS AND ASSUMPTION OF LIABILITY ................................... 10
      5.1   Capital Contributions and Loans ......................................... 10
      5.2   Deficit Capital Accounts................................................  12

SECTION 6

DISTRIBUTIONS AND ALLOCATIONS ....................................................... 13
      6.1   Distributions of Cash Available For Distribution ........................ 13
      6.2   Allocation of Net Income................................................  13
      6.3   Allocation of Net Loss .................................................. 13
      6.4   Special Allocations ..................................................... 14
      6.5   Distributions on Dissolution ............................................ 14

SECTION 7

PARTNERSHIP EXPENSES ................................................................ 15
      7.1   Reimbursable Expenses and Partnership Expenses .......................... 15

SECTION 8

BOOKS, RECORDS AND ACCOUNTS ......................................................... 15
      8.1   Books and Records ....................................................... 15
      8.2   Bank Accounts ........................................................... 16
      8.3   Tax Returns ............................................................. 16
      8.4   Audited Financial Statements ............................................ 16
      8.5   Method of Accounting .................................................... 16
      8.6   754 Election ............................................................ 16

SECTION 9

ASSIGNMENTS ......................................................................... 17
      9.1   Sale of Partnership Interest ............................................ 17
      9.2   Rights of First Refusal to Purchase Interest ............................ 17
      9.3   Specific Performance .................................................... 18
      9.4   Buy Out ................................................................. 18

SECTION 10

MISCELLANEOUS ....................................................................... 19
      10.1  Headings ................................................................ 19
      10.2  Time of Essence ......................................................... 19
      10.3  Entire Agreement ........................................................ 19
      10.4  Governing Law ........................................................... 19
      10.5  Attorneys' Fees ......................................................... 19
      10.6  Arbitration ............................................................. 19
      10.7  Severability............................................................  20
</TABLE>


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<TABLE>
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      10.8  Notices ................................................................. 20
      10.9  Gender and Number ....................................................... 20
      10.10 Counterpart/Facsimile Signatures ........................................ 20
      10.11 Cross-References ........................................................ 21
      10.12 Covenant to Sign Documents .............................................. 21
      10.13 Bank Accounts ........................................................... 21
      10.14 No Representation ....................................................... 21
      10.15 Successors in Interest .................................................. 21
      10.16 Partition ............................................................... 21
      10.17 Waiver .................................................................. 21
      10.18 Approvals ............................................................... 21
</TABLE>

EXHIBITS

EXHIBIT A   Partner Percentage Interests
EXHIBIT A-1 Partner Capitalization
EXHIBIT B   Legal Description of Property
EXHIBIT B-1 Site Plan
EXHIBIT C   Promissory Note
SCHEDULE 4.6(a)
SCHEDULE 4.6(b)


                                          iii
<PAGE>   5
                          GENERAL PARTNERSHIP AGREEMENT

                                       OF

               CAPITAL SOURCE PARTNERS, A REAL ESTATE PARTNERSHIP,

                        A California General Partnership


      This GENERAL PARTNERSHIP AGREEMENT ("Agreement") is made and entered as of
12/17/96, by and between P & S DEVELOPMENT, a California general partnership
("P&S"), and XIT CORPORATION, a New Jersey corporation formerly known as XCEL
Corporation ("XIT"). P&S and XIT are sometimes collectively referred to herein
as the "Partners."

      By this Agreement, the Partners join together to form a general
partnership under the California Uniform Partnership Act and agree to all the
terms of this Agreement. P&S shall act as the managing partner of the general
partnership formed by this Agreement (the "Partnership"), and, in its capacity
as managing partner, P&S shall be referred to herein as the "Managing Partner."

                                    SECTION 1

                                   DEFINITIONS

      The following terms, when used in this Agreement, shall have the meaning
set forth in this section.

      1.1 Affiliate/Entity. "Affiliate" means (i) any immediate family member,
(ii) any entity in which a Partner (and/or his or her immediate family members
if a Partner is a natural person) controls at least 50.1% of the voting interest
of such entity, and (iii) any person or entity that is a shareholder, partner or
member of a Partner as of the date of this Agreement. "Entity" includes a
partnership, corporation, limited liability company, limited liability
partnership, association, or other legal entity.

      1.2 Bankruptcy. "Bankruptcy" shall mean the institution of any proceedings
under federal or state laws for relief of debtors, including filing of a
voluntary or involuntary petition in bankruptcy or the adjudication as insolvent
or bankrupt, or the assignment of the person's business for the benefit of
creditors, or the appointment of a receiver or trustee in bankruptcy of any
substantial portion of the person's assets or the seizure by a sheriff, receiver
or trustee of any substantial portion of the person's assets, and the failure,
in the case of any of these events, to obtain the dismissal of the proceeding or
removal of the receiver or trustee within ninety (90) days of the event.

      1.3 Capital Account. The "Capital Account" of a Partner means the capital
account of that Partner determined from the inception of the Partnership
strictly in accordance with the rules set forth in Section 1.704-1(b)(2)(iv) of
the Treasury Regulations.
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      1.4 Cash Available For Distribution. "Cash Available For Distribution"
shall mean the total cash revenues generated by the business of the Partnership
and miscellaneous sources, less cash expenditures (including fees for services
to the Managing Partner or any Affiliate of the Managing Partner), debt service
and operating expenses, and less amounts set aside for reserves and working
capital, as determined by the Managing Partner, in its reasonable discretion.

      1.5 Code. "Code" shall mean the Internal Revenue Code of 1986, as amended,
or corresponding provisions of subsequent revenue laws.

      1.6 Distributions. "Distributions" means any cash or property distributed
to Partners arising from their interests in the Partnership, other than payments
to Partners for services or as repayment of loans, including, but not limited
to, "Shortfall Loans" (as defined in Section 5.1(b)(ii) and the "Security Loan"
(as defined in Section 5.1(c)).

      1.7 Managing Partner. "Managing Partner" shall refer to P&S or to any
other person(s) or entity(ies) who succeed it in that capacity. J. Victor
Peloquin ("Peloquin"), a general partner of P&S, is hereby authorized to act on
behalf of P&S and in P&S' name.

      1.8 Net Income and Net Loss. "Net Income" and "Net Loss" shall mean the
net income and net loss, respectively, of the Partnership; however, the
following items shall be excluded from the computation of Net Income and Net
Loss:

            (a) Any gain or income specially allocated under Section 6.4.

            (b) Any Nonrecourse Deductions.

            (c) Any Partner Nonrecourse Deductions.

            For purposes of computing Net Income and Net Loss, the "book" value
of an asset shall be substituted for its adjusted tax basis if the two differ,
but otherwise Net Income and Net Loss shall be determined in accordance with
federal income tax principles.

      1.9 Nonrecourse Deductions. "Nonrecourse Deductions" in any fiscal year
means the amount of Partnership deductions that are characterized as
"nonrecourse deductions" under Section 1.704-2(b)(1) of the Treasury
Regulations.

      1.10 Partner. Any person who is a partner in this Partnership.

      1.11 Partner Nonrecourse Debt. "Partner Nonrecourse Debt" shall mean the
liabilities of the Partnership treated as "partner nonrecourse debt" under
Section 1.704-2(b)(4) of the Treasury Regulations.

      1.12 Partnership. "Partnership" means the general partnership formed by
this Agreement.

      1.13 Partnership Business. "Partnership Business" means acquiring,
improving, maintaining, managing, and holding for investment that certain real
property and its related assets designated herein as the Partnership Project.


                                       2
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      1.14 Partnership Minimum Gain. "Partnership Minimum Gain" with respect to
any taxable year of the Partnership shall mean the partnership minimum gain of
the Partnership computed strictly in accordance with the principles of Section
1.704-2(b)(2) of the Treasury Regulations.

      1.15 Partnership Project. The "Partnership Project" consists of that
certain real property commonly known as 4290 East Brickell, Ontario, California,
and legally described on EXHIBIT B attached hereto and incorporated herein by
this reference, along with (i) all buildings and other improvements thereon, all
fixtures thereon, all easements and other rights appurtenant thereto, and all
personal property located thereon that is used exclusively for the operation and
maintenance of the land and improvements, and (ii) all security deposits,
prepaid rents, and reserves relating to the foregoing. A site plan for the
Partnership Project is attached hereto as EXHIBIT B-1.

      1.16 Percentage Interest. "Percentage Interest" means the percentage
interest of a Partner as set forth on EXHIBIT A attached hereto and incorporated
herein by this reference, as adjusted pursuant to this Agreement.

      1.17 Treasury Regulations. "Treasury Regulations" shall mean the
regulations, including temporary regulations, of the United States Treasury
Department pertaining to the Code, as amended, and any successor provision(s).

                                    SECTION 2

                                    FORMATION

      2.1 Statement of Partnership. A Statement of Partnership shall be prepared
and signed by the Partners, and recorded in such official records as may be
deemed necessary by the Partners.

      2.2 Purpose. The purpose of the Partnership will be to engage in the
Partnership Business which may include, but not be limited to, entering into
leases, option agreements, construction agreements, loan agreements, purchase
and sale agreements, and partnership agreements and joint venture agreements
with other persons, all as the Partners may jointly deem appropriate.

      2.3 Name. The name of the Partnership shall be "CAPITAL SOURCE PARTNERS, A
REAL ESTATE PARTNERSHIP".

      2.4 Place of Business. The Partnership's principal place of business shall
be 4740 E. Bryson, Anaheim, California 92807, or such other location as may be
determined from time to time by the Managing Partner.

      2.5 Fictitious Business Name Statement. Upon execution of this Agreement,
and promptly after any change in the Partnership's membership, the Managing
Partner shall cause to be filed and published in the county in which the
Partnership has its principal place of business


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appropriate business name statements in accordance with Section 17900-17930 of
the California Business and Professions Code.

      2.6 Publication Upon Withdrawal of a Partner. If by reason of withdrawal,
expulsion, Bankruptcy, removal, or any other reason whatsoever, a Partner shall
cease to be a Partner of this Partnership, the remaining or succeeding Partners
shall immediately prepare and publish, file, or record, as required by law, all
documents, instruments or other items necessary to reflect such withdrawal,
expulsion, Bankruptcy, or removal.

                                    SECTION 3

                                      TERM


      3.1 Commencement. The Partnership term begins on the date of this
Agreement.

      3.2 Dissolution. The Partnership shall dissolve upon:

            (a) The election by and of all of the Partners to dissolve;

            (b) December 31, 2017;

            (c) The sale of all or substantially all of the assets of the
Partnership, and distribution of the proceeds to the Partners;

            (d) The acquisition by one Partner of the Partnership interests of
all of the other Partners;

            (e) The conviction of any partner of P&S or any executive officer of
XIT of a crime punishable as a felony; or

            (f) The dissolution or liquidation of either P&S or XIT, or P&S or
XIT makes an assignment for the benefit of creditors, files a petition in
bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to any
tribunal for any receiver or trustee, commences any proceeding relating to P&S
or XIT under any bankruptcy, reorganization, readjustment of debt, dissolution
or liquidation law or statute of any jurisdiction, whether now or hereafter in
effect, or there is commenced against P&S or XIT any such proceeding which
remains undismissed for a period of sixty days, or P&S or XIT by any act
indicates its consent to, approval of or acquiescence in any way such proceeding
or the appointment of any receiver of or trustee for P&S or XIT or any
substantial part of its property, or suffers any such receivership or
trusteeship to continue undischarged for a period of thirty days.

                  Following any such event, the Partnership shall engage in no
further business other than that which is necessary to wind up its business
affairs and distribute its assets. The Partnership shall continue to allocate
Net Income and Net Loss and shall make Distributions as such allocations,
Distributions and contributions were made prior to dissolution as set forth
herein.


                                       4
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                                    SECTION 4

                                   MANAGEMENT

      4.1 Managing Partner and Decision Making.

            (a) Limited Control in Managing Partner. The Managing Partner shall
have control over and be responsible for the day-to-day operations of the
Partnership Business, including, but not limited to, (i) negotiating, entering
into, paying for, and overseeing maintenance and insurance contracts for the
Partnership Project, (ii) paying mortgage payments, insurance, property taxes,
utilities and other costs associated with the day-to-day ownership and operation
of the Property, (iii) enforcing the terms of any and all leases, including, but
not limited to, collecting rent and evicting defaulting tenants, (iv) preparing
and filing tax returns, (v) preparing income and expense statements and other
financial reports, (vi) preparing budgets, which shall require the approval of a
majority of the Partners before implementing said budgets, and (vii) the
establishment of policy and operating procedures respecting the Partnership
Project and the Partnership Business. In exercising the foregoing rights and
obligations, the Managing Partner may (i) reimburse the Managing Partner or its
Affiliates for direct, out-of-pocket expenses incurred in connection with the
Partnership Business in accordance with Section 7 of this Agreement, and (ii)
employ at the Partnership's expense such agents, employees, independent
contractors, attorneys, and accountants as reasonably necessary to carry out the
Partnership Business and the foregoing, including, but not limited to, employing
J. Victor Construction, Inc., a California corporation, dba Azlon ("Azlon"), to
carry out the rights and obligations of the Managing Partner pursuant to this
Agreement. Expenditures of commitments in excess of $10,000 require XIT's prior
consent, such consent not to be unreasonably withheld. In consideration of
performing the foregoing obligations, the Managing Partner shall be entitled to
receive all operating expenses, including property management expenses, advanced
by tenants of the Partnership Project as of the date of this Agreement pursuant
to lease agreements in effect as of the date of this Agreement.

            (b) Decision Making if More than One Managing Partner. Except as
otherwise expressly stated in this Agreement, should there ever be more than one
Managing Partner, all decisions to be made or acts to be taken by such Managing
Partners shall require the approval of a majority of the Managing Partners. Upon
execution of this Agreement, there is only one Managing Partner. Appointment of
a replacement or additional Managing Partner shall require the vote of a
majority of the Partners.

      4.2 Remaining Decision Making Power Vested in All Partners.

            (a) Except for the rights of the Managing Partner set forth in
Section 4.1 above, and except as otherwise expressly provided in this Agreement,
the Partners shall collectively make all other decisions relating to the
Partnership, the Partnership Project and the Partnership Business. Such
decisions shall be made by a majority vote of the Partners based on their
Percentage Interests.

            (b) Without limiting the generality of Section 4.2(a), the following
actions shall be taken only after the vote of approval by a majority of the
Partners pursuant to


                                       5
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Section 4.2(a), and the Managing Partner shall not have the right to take the
following actions unless directed to do so by a majority of the Partners after a
vote pursuant to Section 4.3(a):

                  (i) Election to dissolve the Partnership;

                  (ii) Sale of all or substantially all of the assets of the
Partnership in a single transaction or in a series of related transactions;

                  (iii) Admission of a new Partner;

                  (iv) The Acquisition of, or the execution of any contract for
the acquisition of, any real property;

                  (v) Consummation of any transaction with an Affiliate of the
Managing Partner, unless otherwise specifically provided for in this Agreement
or unless the terms and conditions of such transaction are substantially the
same as those between unrelated parties for similar transactions;

                  (vi) Entering into a partnership or joint venture agreement
with any third party, including approval of the terms and conditions of such
partnership or joint venture agreement;

                  (vii) Investing Cash Available For Distribution in any asset
other than the Partnership Project, except temporarily to establish working
capital reserves as reasonably determined by the Managing Partner (such
temporary working capital reserves may be invested in obligations that are
backed by the United States government or insured by FDIC or FSLIC);

                  (viii)Improve, develop, lease, sell, convey and dispose of any
portion of the Partnership Project or any interest therein;

                  (ix) Borrow money required from time to time for the
Partnership Business or to secure any such loan(s) by pledging or otherwise
encumbering all or any part of the Partnership assets;

                  (x) Cause the Partnership to make or revoke any of the
elections which may be made under the Code;

                  (xi) Adjust, settle or compromise any claim, obligation, debt,
demand, suit or judgment against the Partnership;

                  (xii) Determine the maximum and minimum working capital
requirements of the Partnership or the amount of any reserve to be obtained;

                  (xiii) Determine whether or not Distributions shall be made to
the Partners;

                  (xiv) Implement, change or modify any site plan(s) for the
Partnership Project;


                                       6
<PAGE>   11
                  (xv) Select new tenants and users for the Partnership Project;

                  (xvi) Vary depreciation or accounting methods, changing the
fiscal year of the Partnership, making any other decisions with respect to the
treatment of various transactions for bookkeeping or tax purposes;

                  (xvii)Contract for and complete the purchase and sale of any
real or personal property, including, but not limited to, the Partnership
Project, in the name of the Partnership; and

                  (xviii) Enter into any contract, commitment or transaction
requiring payments or other consideration from the Partnership with a value in
excess of $10,000 during any 12 month period.

      4.3 Limitation on Partner's Authority. No Partner shall have the authority
to:

            (a) Do any act in contravention of this Agreement; or

            (b) Do any act that would make it impossible to carry on the
Partnership Business.

      4.4 Execution of Documents/Reliance on Acts of Managing Partner. All of
the Partners, on behalf of the Partnership, shall be required to sign any deed,
deed of trust, bill of sale, contract of sale or purchase, option, or other
instrument purporting to convey or encumber all or any portion of the fee
interest in any real or personal property, at any time owned by the Partnership,
for such instrument to be binding and enforceable against the Partnership. Only
the Managing Partner (by Peloquin only, as general partner of the Managing
Partner), on behalf of the Partnership, shall be required to sign any insurance
or maintenance contract relating to the Partnership Project; provided, however
that without the consent of XIT, the amounts paid pursuant to any maintenance
contract shall not exceed the amounts set forth in a budget prepared annually
and approved in writing by XIT prior to the year that is the subject of the
budget. Partners representing at least 60% in Partnership Interests, on behalf
of the Partnership, shall be required to sign all other agreements, documents,
and instruments, including, but not limited to, any lease, license, easement, or
other instrument purporting to create a leasehold or other right to use any
portion of the fee interest in any real or personal property, at any time owned
by the Partnership, for such instrument to be binding and enforceable against
the Partnership. Except for the number of Partner's signatures required by this
Section or as otherwise provided by Section 4.2, no other signatures shall be
required for any agreement, document, or instrument to be binding and
enforceable against the Partnership. No purchaser, mortgagee, lessee, assignee,
optionee, or other party dealing with the Partnership shall be required to
ascertain whether the provisions of this Agreement have been met or complied
with, or to inquire as to the authority or power of any Partner or be obliged to
inquire into the validity of any agreement, document, or instrument executed by
a Partner, and any such party shall be exonerated from any and all liability if
such party deals with the Partnership on the basis of agreements, documents, and
instruments executed on behalf of the Partnership by a Partner as described in
this Section .

      4.5 Devotion of Time. The Partners are not obligated to devote their full
time to the affairs of the Partnership. Any Partner may become involved in other
businesses and occupations


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<PAGE>   12
and other partnerships, some of which may be directly competitive with the
Partnership Business. The Managing Partner shall devote such time as is
necessary to manage the Partnership Business and perform the Managing Partner's
duties hereunder.

      4.6 Representations and Indemnifications.

            (a) Representations by P&S. The following representations and
warranties are made by P&S and Peloquin, on a joint and several basis to XIT and
shall continue in full force and effect after the date hereof for a period of 24
months.

                  (i) Power and Authority. P&S has all requisite power and
authority to own, lease and operate the Partnership Project and to conduct the
business presently conducted at the Partnership Project.

                  (ii) Authority for Agreement. P&S has authorized the
execution, delivery and performance of this Agreement and has all power,
authority and legal right to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement is a legal, valid and binding
obligation of P&S, enforceable against it in accordance with its terms, except
as its enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws effecting the enforcement of
creditors' rights in general.

                  (iii) No Violation. Except as set forth in Schedule 4.6(a),
the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby are not in violation or breach of, do not
conflict with or constitute a default under, and will not accelerate or permit
the acceleration of the performance required by, any of the terms of any
contract, note, bond, debt instrument, security agreement or mortgage or any
other contract or agreement, written or oral to which P&S is a party or by which
any of the Partnership Project is bound.

                  (iv) No Existing Defaults. Except as set forth in Schedule
4.6, P&S is not in default under any of the material terms of any contract,
note, debt instrument, security agreement, mortgage or under any other
commitment, contract, agreement, lease or other instrument, whether written or
oral, to which it is a party or by which any of its assets are bound, nor is it
in default in the payment of any material monetary obligation or debt.

                  (v) Title to Partnership Project. Except as otherwise set
forth on Schedule 4.6 hereto, P&S has no actual knowledge of any liens,
encumbrances, security agreements, options, claims, charges or defects in title
to any property comprising the Partnership Project. Except as otherwise
disclosed on Schedule 4.6, there are no outstanding written or oral leases or
tenancies of any kind covering or in any way affecting the Partnership Project
or any part or parts thereof.

                  (vi) Contracts Relating to Partnership Project. Schedule
4.6(a) hereto contains a true and complete list of each contract or agreement
requiring aggregate payments by P&S or receipt by P&S in amounts in excess of
$10,000 and to which P&S is a party or by which it or any portion of the
Partnership Project is bound.


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<PAGE>   13
                  (vii) Compliance with Laws. To the best of P&S's and
Peloquin's knowledge, P&S has complied with all laws, regulations, rules,
orders, judgments, decrees and other requirements imposed by any governmental
authority applicable to the Partnership Project, the properties comprising same
or the business operation of P&S.

                  (viii)Insurance. P&S has in full force and effect (with no
overdue premiums) the policies of insurance or renewals thereof, in the amounts
and for the periods set forth in Schedule 4.6.

                  (ix) P&S Ownership. Except as set forth on Schedule 4.6(a),
the sole partners of P&S are Peloquin and IDB, Inc., a California corporation,
of which Peloquin is the sole shareholder, and there are no outstanding options,
warrants or other similar rights.

            (b) Representations by XIT. The following representations and
warranties are made by XIT to P&S and shall continue in full force and effect
after the date hereof for a period of 24 months.

                  (i) Authority for Agreement. XIT has authorized the execution,
delivery and performance of this Agreement and has all power, authority and
legal right to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement is a legal, valid and binding obligation of
XIT, enforceable against it in accordance with its terms, except as its
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws effecting the enforcement of
creditors' rights in general.

                  (ii) No Violation. Except as set forth in Schedule 4.6(b), the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby are not in violation or breach of, do not
conflict with or constitute a default under, and will not accelerate or permit
the acceleration of the performance required by, any of the terms of any
contract, note, bond, debt instrument, security agreement or mortgage or any
other contract or agreement, written or oral to which XIT is a party.

            (c) Indemnification of Managing Partner. The Partnership, its
receiver or its trustee, shall indemnify, hold harmless, defend, and pay all
judgments and claims against the Managing Partner, and its shareholders,
partners, members, directors, officers, employees, agents, independent
contractors, subsidiaries, successors, and assigns, from any liability, loss, or
damage incurred by any of them by reason of any act performed or omitted to be
performed by any of them in connection with the Partnership Business, including
costs and attorneys' fees and any amounts expended in the settlement of any
claims of liability, loss, or damage, except to the extent such loss, liability,
or damage was caused by the negligence or intentional misconduct of the
indemnified party.

            (d) Indemnification by Partners. Each Partner (in the case of P&S,
the term Partner or P&S shall include Peloquin) shall indemnify, hold harmless,
defend, and pay all judgments and claims against the other Partners, and their
respective shareholders, partners, members, directors, officers, employees,
agents, independent contractors, subsidiaries, successors, and assigns, from any
liability, loss, or damage incurred by any of them by reason of (i) any breach
by the indemnifying Partner of this Agreement or any representation or warranty
contained herein or any claims of any nature by a former partner or affiliate of
a Partner, or


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<PAGE>   14
(ii) the negligence or intentional misconduct of the indemnifying Partner or its
employees, agents, or contractors, including costs and attorneys' fees and any
amounts expended in the settlement of any claims of liability, loss, or damage,
except to the extent such loss, liability, or damage was caused by the
negligence or intentional misconduct of the indemnified party. In addition to
the foregoing, P&S agrees to indemnify, hold harmless, defend and pay all
judgments and claims against XIT and its shareholders, directors, officers,
employees, agents, independent contractors, subsidiaries, successors, and
assigns, from any liability, loss or damage incurred by any of them by reason of
any environmental problems at the Partnership Project where the facts or
circumstances causing such problems exist as of the date hereof, except to the
extent such environmental problems have been caused by XIT or its contractors,
employees or agents.

      4.7 Investment Opportunities. Neither the Partners nor any of their
Affiliates shall be obligated to present any particular market opportunity or
other investment opportunity to the Partnership or to any other Partner, even if
the opportunity is of a character which, if presented to the Partnership, could
be taken by the Partnership, and the Partners and any of their Affiliates shall
have the right to take for their own account or to recommend to others any
market opportunity or other investment opportunity.

                                    SECTION 5

                CAPITAL CONTRIBUTIONS AND ASSUMPTION OF LIABILITY

      5.1 Capital Contributions and Loans.

            (a) Initial Contribution. Upon execution of this Agreement, P&S
shall contribute the Partnership Project to the Partnership, which shall have a
net agreed upon value for Capital Account purposes of One Million Two Hundred
Sixty-Seven Thousand Three Hundred Forty-Five and No/100 Dollars ($1,267,345),
as illustrated on EXHIBIT A attached hereto. XIT shall contribute the amount
specially allocated to XIT pursuant to Section 6.4. Upon contribution, the
Partners' Capital Accounts shall be adjusted by use of the bonus method to
achieve the equal Capital Account balances, as of the date of formation, that
are reflected on EXHIBIT A attached hereto, which balances shall be adjusted as
required by Financial Accounting Standard No. 121, with such adjustments being
charged equally to each Partner.

            (b) Additional Capital Requirements.

                  (i) Partner Contributions. If any Partner determines, from
time to time, that additional capital is required for the Partnership
("Shortfall Amount") and funds are not available from commercial lenders on
terms reasonably acceptable to a majority of the Partners (based on the
Percentage Interests of the Partners), the determining Partner shall send a
notice of such Shortfall Amount to the other Partners ("Shortfall Notice"). All
of the Partners shall, on or before the date (the "Contribution Date") that is
thirty (30) days after such Partner's receipt of the Shortfall Notice,
contribute ("Shortfall Contribution(s)"), pro rata based on their respective
Percentage Interest, the Shortfall Amount to the Partnership, up to a maximum of
Two Hundred Fifty Thousand and No/100 Dollars ($250,000) in the aggregate for
all Partners over the life of the Partnership. Each Partner shall contribute in
cash an amount (the "Partner's Share") equal to


                                       10
<PAGE>   15
such Partner's Percentage Interest multiplied by the total Shortfall Amount
identified in the Shortfall Notice.

                  (ii) Partner Loans. If any Partner shall fail to contribute as
required by Section 5.1(b)(i) above, then (i) such non-contributing Partner(s)
shall be referred to herein as a "Non-Contributing Partner," and (ii) the
remaining Partners who have voluntarily agreed to contribute their respective
Partner's Share (a "Contributing Partner") may, within fifteen (15) days of the
Contribution Date, (A) refuse to contribute its Partner's Share (and thereby
become a Non-Contributing Partner), or (B) loan its Partner's Share plus the
amount the Non-Contributing Partners failed to contribute (allocated among all
Contributing Partners who desire to make such loan in accordance with their
respective Percentage Interests), in which case such loans shall be referred to
as "Shortfall Loans", or (C) sell the "Partnership Property" (as defined in
Section 5(b)(iv)) for the "Sale Price" (as defined in Section 5(b)(iv)) and
dissolve the Partnership, or (D) purchase the Non-Contributing Partner's
interest in the Partnership, in cash, for a price equal to the amount the
Non-Contributing Partner would have received upon dissolution had option (C) of
this sentence been elected. If all Partners are Non-Contributing Partners, or if
the projected Shortfall Amount exceeds, with all prior Shortfall Amounts, Two
Hundred Fifty Thousand and No/100 Dollars ($250,000) in the aggregate for all
Partners over the life of the Partnership, then either Partner may sell the
Partnership Property for the Sale Price and dissolve the Partnership.

                        Shortfall Loan(s) shall (i) bear interest at a rate
equal to the lesser of (A) 1.5% over Wells Fargo Bank's then quoted prime rate,
as adjusted from time to time, or (B) the maximum rate then permitted by law,
(ii) shall be repaid by the Partnership to the lending Partners pro rata prior
to the Distributions made to all of the Partners pursuant to Sections 6.1 and
6.2, and (iii) be on such other terms and conditions as determined by the
Partners. If more than one of the Partners elect to make such Shortfall Loan(s),
the amount of each Shortfall Loan shall be made pro rata in accordance with
their respective Percentage Interests.

                  (iii) Priority of Loans and Additional Contributions.
Notwithstanding any provision to the contrary in Section 6 or any other Section
of this Agreement, in the event any Shortfall Loans or Shortfall Contributions
have been made pursuant to this Section , all subsequent Distributions shall be
made (i) first to repay the Shortfall Loans made pursuant to this Section pro
rata in accordance with the amount loaned by each Partner, and (ii) then to the
Partners pro rata in proportion to their unrecovered Shortfall Contributions
made pursuant to this Section until they have fully recovered such Shortfall
Contributions.

                  (iv) Sale Price. The "Sale Price" shall be the fair market
value of the Partnership Project and all other Partnership property
(collectively, "Partnership Property") as collectively determined, in good
faith, by all of the Partners within fifteen (15) days after receipt of demand
by any Partner. If the Partners cannot agree on such fair market value, then
such fair market value shall be determined in accordance with the following
provisions:

                        (A) The Partners shall appoint a single appraiser to
value the Partnership's real property. If the parties are unable to agree upon a
single appraiser within fifteen (15) days after the expiration of such
fifteen-day (15-day) period, then within fifteen (15) days thereafter, each
Partner shall appoint a single appraiser who is qualified and experienced (at
least 5 years) in appraising industrial property in Southern California. If the
appraisers so


                                       11
<PAGE>   16
appointed are unable to agree upon the valuation for the Partnership's real
property, but the highest and lowest valuations differ by ten percent (10%) or
less, then the appraised value shall be the average of the appraisals. If the
highest and lowest valuations differ by more than ten percent (10%), then, in
such event, the appraisers shall collectively designate another appraiser whose
sole function shall be to adopt one (1) of the appraisals as the closest to the
then fair market valuation of the Partnership's real property. Each Partner
shall pay its pro rata share of the cost of such appraisals based on its
Percentage Interest. In arriving at a valuation, the appraisers shall observe
the standards and employ the fair market value formula set forth below in
Section 5.1(b)(iv)(B), with all valuations being made as of the date the
Shortfall Notice was made. The appraisers shall include the value attributable
to any then existing below market financing in determining fair market value.

                        (B) The appraisal shall value one hundred percent (100%)
of the Partnership's real property, including, but not limited to, the
Partnership's buildings, land, and other interests in real property. Because the
valuation is one hundred percent (100%) of the Partnership's real property,
there shall be no discount applied for lack of marketability, lack of control,
entity restrictions, or other relevant discounts which would otherwise apply in
the absence of the provisions of this subparagraph. The fair market value of the
Partnership Property shall be the value of the Partnership's real property, as
determined by the appraiser(s), plus the book value of all other assets owned by
the Partnership, including, but not limited to, machinery, equipment and other
personal property, as determined by the Partnership's accountants, less the
Partnership's debts and obligations, as determined by the Partnership's
accountants.

            (c) Security Loan. Upon execution of this Agreement, XIT shall loan
to the Partnership an amount not to exceed Seven Hundred Fifty Thousand Dollars
($750,000) (the "Security Loan"). The Security Loan shall be on terms and
conditions identical to those terms and conditions upon which XIT borrows the
amounts comprising said Security Loan from Imperial Bank. The Security Loan
shall be used by the Partnership as collateral for the Imperial Bank credit
facility to be entered into by the Partnership contemporaneously herewith. The
Security Loan shall be a loan, not a contribution of capital, and shall not be a
part of XIT's Capital Account. The Security Loan may not be converted or
exchanged into a partnership interest.

      5.2 Deficit Capital Accounts. If any Partner has a deficit balance in its
Capital Account at the time of the liquidation of the Partnership or the
liquidation of its interest in the Partnership (after crediting allocations of
income and debiting allocations of loss to its Capital Account), such Partner
must pay to the Partnership the amount of the deficit balance in its individual
Capital Account. This amount, upon the liquidation of the Partnership, shall be
paid to the creditors of the Partnership or distributed to the other Partners in
accordance with their positive Capital Account balances in accordance with
Section 1.704-1(b)(2)(ii)(b)(3) of the Treasury Regulations. This payment must
be made in readily available funds, and must be made no later than the end of
the taxable year of the liquidation of their interest in the Partnership (or, if
later, within 90 days after the date of the liquidation).

            (a) The term "liquidation" is used in the sense of Section
1.704-1(b)(2)(ii)(g) of the Treasury Regulations.


                                       12
<PAGE>   17
            (b) The liquidated Partner's Capital Account shall be determined
after taking into account all Capital Account adjustments for the Partnership's
taxable year during which the liquidation occurs.

            The Partners intend that the provision set forth in this Section 5.2
will constitute an unconditional obligation to restore deficit capital accounts
as described in Section 1.704-1(b)(2)(ii)(b)(3) of the Treasury Regulations. The
Treasury Regulations shall control in the case of any conflict between those
regulations and this Section 5.2.

                                    SECTION 6

                          DISTRIBUTIONS AND ALLOCATIONS

      6.1 Distributions of Cash Available For Distribution. Subject to Section
6.5 (that is, other than cash being distributed upon the dissolution of the
Partnership), Cash Available For Distribution shall be distributed as follows:

            (a) With respect to the first $1,200,000 of Cash Available For
Distribution, 75% of such Cash Available For Distribution shall be distributed
to P&S and 25% of such Cash Available For Distribution shall be distributed to
XIT; and

            (b) Thereafter, all further Cash Available For Distribution shall be
distributed to the Partners in accordance with the Partners' respective
Percentage Interests.

      6.2 Allocation of Net Income. Subject to Section 6.4 below, the Net Income
of the Partnership shall be allocated to the Partners in accordance with the
following order of priority:

            (a) First, 75% to P&S and 25% to XIT until the Partners have
received cumulative allocations pursuant to this Section 6.2(d) equal to
$900,000 for P&S and $300,000 for XIT; and

            (b) Thereafter, to the Partners pro rata in accordance with their
Percentage Interests.

      6.3 Allocation of Net Loss and Nonrecourse Deductions. Net Loss and
Nonrecourse Deductions shall be allocated to the Partners in the following order
of priority:

            (a) First, to the Partners until the Partners have received
cumulative allocations of Net Loss and Nonrecourse Deductions pursuant to this
Section 6.3(a) equal to the difference between (A) the cumulative allocations of
Net Income pursuant to Section 6.2(b) over (B) the cumulative Distributions to
the Partners pursuant to Section 6.1(b), among them in proportion to their
relative proportion of such amounts; and

            (b) Second, to the Partners until the Partners have received
cumulative allocations of Net Loss and Nonrecourse Deductions pursuant to this
Section 6.3(b) equal to the difference between (A) the cumulative allocations of
Net Income pursuant to Section 6.2(a) over



                                       13
<PAGE>   18
(B) the cumulative Distributions to the Partners pursuant to Section 6.1(a),
among them in proportion to their relative proportion of such amounts; and

            (c) Thereafter, to the Partners pro rata in accordance with their
Percentage Interests.

      6.4 Special Allocations.

            (a) Allocation to XIT. All income and gain, up to and including Six
Hundred Fifty Thousand and No/100 ($650,000), arising in any manner, directly or
indirectly, by virtue of any payment by Bank in connection with the release of
the existing letter of credit relating to the Partnership Project shall be
specially allocated to XIT. All amounts of such income and gain over Six Hundred
Fifty Thousand and No/100 ($650,000) shall be allocated to the Partners pursuant
to Section 6.2.

            (b) Section 704. All items of income, gain, loss, and deduction for
Federal and state income tax purposes shall be allocated in accordance with the
corresponding "book" items in accordance with the principles of Section 704(c)
of the Code and Section 1.704-1(b)(4)(i) of the Treasury Regulations.

            (c) Recapture Income. In the event that the Partnership has taxable
income that is characterized as ordinary income under the recapture provisions
of the Code, each Partners' distributive share of taxable gain or loss from the
sale of Partnership assets (to the extent possible) shall include a
proportionate share of this recapture income equal to that Partners' prior share
of prior cumulative depreciation deductions with respect to the assets which
gave rise to the recapture income.

            (d) Minimum Gain Chargeback. Except as otherwise provided in Section
1.704-2(f) of the Treasury Regulations, in the event that there is a net
decrease in the Partnership Minimum Gain during a Partnership taxable year, each
Partner shall be allocated items of income and gain in accordance with Section
1.704-2(g) of the Treasury Regulations and its requirements for a "minimum gain
chargeback."

            (e) Partner Minimum Gain Chargeback. Except as otherwise provided in
Section 1.704-2(i)(4) of the Treasury Regulations, in the event that there is a
net decrease in the minimum gain attributable to a Partner Nonrecourse Debt of
the Partnership during a Partnership taxable year, each Partner with a share of
the minimum gain attributable to the Partner Nonrecourse Debt at the beginning
of the Partnership taxable year shall be allocated income and gain for the year
(and, if necessary, subsequent years) in accordance with Section 1.704-2(i) of
the Treasury Regulations.

      6.5 Distributions on Dissolution. Upon dissolution, the business of the
Partnership shall be wound up by the Managing Partner, the assets shall be
liquidated, and the proceeds applied to (i) payment of the Partnership debts,
including expenses of the liquidation, (ii) repayment of Shortfall Loans, then
the Security Loan, and then all other loans from Partners, and (iii) deposit in
a trust account of a reasonable reserve for payment of contingent liabilities
and expenses. The remaining proceeds shall be distributed (i) to the Partners
who have made Shortfall Contributions until they have fully recovered such
Shortfall Contributions, and then

                                       14
<PAGE>   19
(ii) to the Partners with positive Capital Accounts in accordance with the ratio
of their Capital Accounts. The proceeds of the Partnership upon liquidation
shall include any contribution by the Managing Partner at the time of
liquidation pursuant to their obligation to pay any deficit amount in their
Capital Account to the Partnership under Section 5.2 of this Agreement.

                                    SECTION 7

                              PARTNERSHIP EXPENSES

      7.1 Reimbursable Expenses and Partnership Expenses.

            (a) Each Partner shall pay its own costs and expenses incurred to
form the Partnership, including, but not limited to such Partner's legal and
accounting fees incurred by such Partner in drafting and reviewing this
Agreement.

            (b) The Partnership shall pay all reasonable out-of-pocket expenses
of the Partnership, which may include, but are not limited to: (i) all salaries,
compensation, and fringe benefits of personnel employed by the Partnership and
involved in the Partnership Business, other than the Managing Partner; (ii) all
costs of borrowed money (including such costs relating to loans from Imperial
Bank and the Security Loan), taxes and assessments on the Partnership Business,
and other taxes applicable to the Partnership; (iii) legal, audit, accounting,
consulting, and brokerage fees; and (iv) expenses and taxes incurred in the
distribution, transfer, and recording of documents evidencing ownership of an
interest in a Partnership Project or in the Partnership Business.

            (c) Each Partner and its Affiliates shall be entitled to
reimbursement for costs and other out-of-pocket expenses reasonably incurred by
such Partner and its Affiliates on behalf of the Partnership in connection with
the Partnership Business.

            (d) Notwithstanding the provisions of this Section 7.1, the
Partnership shall not reimburse any Partner for any item of its general overhead
or administrative expense, including but not limited to executive or other
employee salaries of a Partner, rent for a Partner's offices, utilities,
depreciation, political or charitable contributions, or gifts. In addition, the
Partnership shall only reimburse a Partner for traveling, accounting, and
consultant costs directly relating to the Partnership Business.

            (e) Expenses or commitments which exceed $10,000 require consent of
a majority in interest of the Partnership, unless already approved as part of a
budget submitted to and approved by the Partners.

                                    SECTION 8

                           BOOKS, RECORDS AND ACCOUNTS

      8.1 Books and Records. The Managing Partner shall keep the Partnership's
books and records at the principal office of the Partnership. All Partners shall
have the right, upon


                                       15
<PAGE>   20
reasonable request, to inspect and copy, during normal business hours, any of
the Partnership books and records.

      8.2 Bank Accounts. The Partnership shall have two (2) bank accounts. One
bank account shall be referred to herein as the "General Account" and the other
shall be referred to herein as the "Management Account." All monies received by
the Partnership for any reason (including, but not limited to, capital
contributions, loans, and income from the Partnership Project) shall be
deposited into the General Account. Two signatures shall be required to remove
or otherwise transfer funds from the General Account by check, wire transfer, or
any other method. One signature shall be that of XIT and one shall be that of
P&S (signed only by Peloquin, as general partner of P&S). Each quarter
sufficient funds necessary for the operation of the Partnership for the next
three (3) months (as reasonably determined by P&S and approved by XIT, such
approval not to be unreasonably withheld or delayed) shall be transferred from
the General Account to the Management Account. The Managing Partner shall pay
all expenses of the Partnership and the Partnership Project from the Management
Account and only the Managing Partner's signature (signed only by Peloquin, as
general partner of the Managing Partner), shall be required to remove or
otherwise transfer funds from the Management Account by check, wire transfer, or
any other method. A record of all such removals or other transfers made by the
Managing Partner from the Management Account shall be supplied to XIT within ten
(10) days following the end of each calendar month for removals and other
transfers made during the prior month.

      8.3 Tax Returns. The Partnership's tax and fiscal year end shall be
September 30. The Partners agree to cooperate to cause an election under
Internal Revenue Code Section 444 to be made to elect a September 30 year end
for tax purposes. To the extent the Partnership is unable to elect a September
30 year end for tax purposes, the Partnership's tax and fiscal year shall be the
fiscal year of the majority of the Partners based on Percentage Interests. For
purposes of determining the fiscal year of any Partner that is itself a
partnership ("Partnership Partner"), the fiscal year of each of the partners
comprising the Partnership Partner ("Sub-Partner") and the Percentage Interests
of such Sub-Partners (assuming the Partnership Partner had been dissolved and
the Partnership interest of the Partnership Partner distributed to the
Sub-Partner) should be used. The Partnership's accountants shall be instructed
to prepare and file all required income tax returns for the Partnership.

      8.4 Audited Financial Statements. Audited financial statements shall be
prepared at least annually by a certified public accountant acceptable to a
majority of the Partners.

      8.5 Method of Accounting. The books of account of this Partnership shall
be kept on the basis jointly determined by the Partners.

      8.6 754 Election. The Managing Partner may, upon consent of Partners with
a majority in Partnership Interests, make an election on behalf of the
Partnership pursuant to Section 754 of the Code.


                                       16
<PAGE>   21
                                    SECTION 9

                                   ASSIGNMENTS

      9.1 Sale of Partnership Interest.

            (a) Generally. Except as provided in this Agreement, no Partner
shall directly or indirectly, sell, assign, mortgage, pledge, hypothecate or
otherwise encumber, transfer or permit to be transferred or encumbered in any
manner or by any means whatever, whether voluntarily or by operation of law, all
or any part of its Partnership interest without the prior written consent of all
of the other Partners, which consent may be granted or withheld in a Partner's
sole, absolute and arbitrary discretion. Any act in violation of this Section
9.1(a) shall be void and without effect.

            (b) Transfer to Affiliate. Notwithstanding Section 9.1(a), and
without being subject to Section 9.2, a Partner shall have the right, and with
the consent of the other Partners, to assign all or a portion of its interest in
the Partnership to an Affiliate; provided, however, that the transferring
Partner shall remain liable for its obligations hereunder unless released in
writing by all other Partners and the Partnership. Upon such transfer, such
transferee shall become a substitute Partner, with all rights and obligations of
a Partner under this Agreement, at law or in equity. Consent of a Partner shall
not be unreasonably withheld to a proposed transfer.

            (c) Transfer by One Partner to Another Partner. Notwithstanding
Section 9.1(a), but subject to Section 9.2, a Partner shall have the
unrestricted right, in its sole and absolute discretion and without the consent
of any other Partner, to assign all or a portion of its respective interest in
the Partnership to any other Partner; provided, however, that the transferring
Partner shall remain liable for its obligations hereunder unless released in
writing by all other Partners and the Partnership. Upon such transfer, such
transferee shall become a substitute Partner, with all rights and obligations of
a Partner under this Agreement, at law or in equity.

            (d) Nothing contained herein shall in any manner prohibit the sale
of any interest in XIT. P&S shall obtain the prior consent of XIT to any sale of
an interest in P&S, said consent not to be unreasonably withheld.

      9.2 Rights of First Refusal to Purchase Interests.

            (a) If a Partner ("Offeror") receives a "Bona Fide Offer," as
defined below, for the purchase of all or any portion of its interest
("Partnership Interest Offer"), which the Offeror desires to accept, the Offeror
shall give notice thereof (which notice shall include a true copy of the
Partnership Interest Offer) to the other Partners ("Offerees"). Subject to
Section 9.1(a), the Offerees shall have the absolute right to purchase the
Partnership interest of the Offeror upon the terms and conditions as set forth
in the Partnership Interest Offer, except that the Offerees shall not be
responsible for the payment of any broker's commission payable by the Offeror.
If more than one Partner desires to purchase the interest of the Offeror, each
such Partner shall have the right to purchase a portion of the interest equal to
their relative Percentage Interests. The Offeree(s) shall, within thirty (30)
days of receipt of the Partnership Interest Offer, give notice in writing to the
Offeror stating whether or not it desires to accept the offer of sale. Failure
by the


                                       17
<PAGE>   22
Offeree to give such notification within such thirty (30) day period shall
constitute an election by the Offeree to reject the Partnership Interest Offer.

                  If no Partner elects to purchase the Offeror's Partnership
interest as above described, the Offeror may (subject to Section 9.1(a)) within
sixty (60) days after the Offeree's election or deemed election to reject the
Partnership Interest Offer (the "Rejection Date") enter into an agreement to
sell all, but not any part, of its Partnership interest to the party making the
Partnership Interest Offer, but only upon the same terms and conditions, so long
as such sale is consummated within one hundred fifty (150) days from the date of
such sale agreement; otherwise, any such sale shall be considered null and void.
If the Offeree(s) accepts the Partnership Interest Offer, the Offeree(s) shall
purchase the Offeror's entire Partnership interest upon the same terms and
conditions set forth in the Partnership Interest Offer.

            (b) For all purposes of Section 9.2(a), no offer shall be deemed to
be a Bona Fide Offer unless:

                  (i) the proposed purchase price is payable solely in lawful
money of the United States and, if not payable in its entirety in cash, at least
twenty percent (20%) of the purchase price shall be payable in cash;

                  (ii) the offer contains provisions whereby the proposed
purchaser is obligated to comply with all provisions of this Agreement
(including but not limited to this Section 9.2) and assume all obligations of
the Offeror hereunder;

                  (iii) it is an offer containing reasonably specific terms and
conditions and made in writing by a principal, identified in the Partnership
Interest Offer, and not an agent acting on behalf of an undisclosed principal;
and

                  (iv) the Offeror shall not have committed any uncured defaults
hereunder and the prospective purchaser shall be financially responsible and
able to discharge its obligations under this Agreement.

      9.3 Specific Performance. The failure or refusal to comply with any or all
of the provisions of this Section 9 shall entitle a Partner to specific
performance of the terms, covenants and conditions of this Agreement, or any
part hereof, in addition to any and all other remedies available at law or in
equity.

      9.4 Buy Out. In the event that XIT's independent certified public
accountants determine either (i) that consolidation of the financial statements
of the Partnership with XIT is required for financial reporting purposes, or
(ii) that XIT must capitalize its lease for financial reporting purposes, then,
at XIT's option, P&S shall make a good faith effort to buy XIT's interest in the
Partnership at the initial book value of XIT's Capital Account net of any
Financial Accounting Standards No. 121 adjustments made at the date of
formation. P&S shall be deemed to have made a good faith effort if P&S has
submitted a completed loan application to three (3) commercial lenders who
regularly make commercial loans on industrial buildings.


                                       18
<PAGE>   23
                                   SECTION 10

                                  MISCELLANEOUS

      10.1 Headings. The titles and headings of the various paragraphs of this
Agreement are intended solely for convenience of reference and are not intended
to explain, modify or place any interpretation upon any of the provisions of
this Agreement.

      10.2 Time of Essence. All times and dates in this Agreement shall be of
the essence.

      10.3 Entire Agreement. This Agreement, which includes the Exhibits,
contains all representations and the entire understanding and agreement between
the parties. Correspondence, memoranda or agreements, whether written or oral,
originating before the date of this Agreement with respect to the Partnership
Business, are replaced in total by this Agreement unless otherwise especially
stated.

      10.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.

      10.5 Attorneys' Fees. In any dispute between the Partners, whether or not
resulting in litigation, the prevailing party shall be entitled to recover from
the other party all reasonable costs, including, but not limited to, reasonable
attorneys' fees, court costs and costs of arbitration.

      10.6 Arbitration.

            (a) Arbitration Required. In the event of any dispute among the
Partners, the matter will be submitted to binding arbitration. The parties
hereto waive their right to a jury trial. Arbitrable disputes include any
controversy or claim between the parties, including any claim based on contract,
tort, or statute, arising out of or relating to the rights or duties of the
parties under this agreement. Any controversy regarding whether a dispute is an
arbitrable dispute shall be determined by the arbitrator.

            (b) Arbitrator. The arbitration shall be conducted by the Judicial
Arbitration and Mediation Services, Inc. at Orange County, California, or its
successor ("JAMS"). If JAMS is unavailable, arbitration will be conducted by and
in accordance with the rules of the American Arbitration Association ("AAA") as
herein modified. In either case, there shall be only one arbitrator who shall be
a judge who has retired from the Superior Court of the State of California, a
higher California court or any federal court. The arbitrator shall be selected
by mutual agreement of the parties, failing which, each party shall select an
arbitrator. Both arbitrators shall jointly select a third arbitrator. The sole
function of the third arbitrator shall be to select the entire position(s)
advocated by either party's arbitrator; the third arbitrator shall have no power
to adopt a compromise position(s) or to propose some other resolution of the
dispute.

            (c) Rules of Arbitration. The rules to be followed in the
arbitration are as follows: (1) claims comprising the petition for arbitration
shall be submitted in the form of a complaint, prepared in conformance with
California Code of Civil Procedure, Section 420 et seq., filed with the service
or association which will be conducting the arbitration, with copies


                                       19
<PAGE>   24
personally served on all responding parties. The respondent will have thirty
(30) days to file a response which will take the form of an answer, prepared in
conformance with California Code of Civil Procedure Section 431.30. The matters
at issue will be set for hearing by the arbitrator within twenty (20) days of
the filing of the response to the claim. The arbitrator will schedule, upon
mutual agreement of the parties, a prehearing conference, discovery and hearing
dates. If the parties are unable to agree, the arbitrator will set the
appropriate dates. The parties shall be allowed to conduct discovery in
conformance with the provisions of the California Code of Civil Procedure
Sections 1282.6, 1283 and 1283.05, except that depositions for discovery, as
authorized by Section 1283.05(e), shall only be allowed upon a finding of good
cause by the arbitrator. Any disputes concerning discovery shall be submitted to
the arbitrator. At the arbitration hearing, the order of proof shall be governed
by the California Code of Civil Procedure unless the parties mutually agree or
the arbitrator directs otherwise. Admissibility will be governed by the
California Evidence Code.

            (d) Decision of Arbitrator. The arbitrator shall comply with, and
the decision of the arbitrator shall be rendered in accordance with, the law of
the State of California. The arbitrator shall issue a statement of decision
specifying in detail the reason for the arbitrator's decision, including
pointing to the specific evidence that led to the arbitrator's decision. The
arbitrator shall have the power only to award compensatory damages provided by
California law, but shall not have the power to award punitive damages. The
parties agree to be bound by the decision of the arbitrator, which shall be
final, shall not be appealable and which shall allow for no trial de novo on the
same issues. The arbitrator's decision shall be rendered within thirty (30) days
following submission of the matter at issue, but the failure to comply with this
provision shall in no way invalidate any decision or award as may be rendered
more than thirty (30) days after submission. The judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction.

      10.7 Severability. If any part of this Agreement is determined to be
illegal or unenforceable, all other parts shall be given effect separately and
shall not be affected.

      10.8 Notices. Notices given under this Agreement shall be in writing and
shall either be served personally or delivered by first class registered or
certified, return receipt requested U.S. mail, postage prepaid. Notices shall be
deemed received at the earlier of actual receipt or three days following deposit
in U.S. mail, postage prepaid. Notices shall be directed to the addresses shown
on EXHIBIT A, provided that a Partner may change its address for notice by
giving written notice to all other Partners in accordance with this notice
section.

      10.9 Gender and Number. As used in this Agreement, the masculine,
feminine, or neuter gender, and the singular or plural number, shall each
include the others whenever the context so indicates.

      10.10 Counterpart/Facsimile Signatures. This Agreement may be executed in
counterparts, each of which is hereby declared to be an original; all, however,
shall constitute but one and the same Agreement. A facsimile signature shall be
deemed an original signature. After executing this Agreement on a copy sent via
facsimile, each party hereto shall execute two originals of this Agreement,
which originals shall be sent to each party by mail concurrently with the
facsimile copy, provided that a party shall be bound by its obligations and
agreements set


                                       20
<PAGE>   25
forth in this Agreement upon the earlier of (i) its execution of the copy sent
via facsimile, and (ii) its execution of the original sent via mail.

      10.11 Cross-References. All cross-references in this Agreement, unless
specifically directed to another agreement or document, refer to provisions in
this Agreement, and shall not be deemed to be references to the overall
transaction or to any other agreements or documents.

      10.12 Covenant to Sign Documents. Each Partner shall execute, with
acknowledgment or affidavit, if required, all documents and writings reasonably
necessary or expedient in the creation of this Partnership and the achievement
of its purpose.

      10.13 Bank Accounts. All Partnership funds shall be deposited in bank
accounts with Imperial Bank unless the Partners jointly determine from time to
time to deposit funds in other accounts.

      10.14 No Representation. The Partners hereby acknowledge that no
representation, either expressed or implied, has been made or shall be deemed to
have been made concerning the potential profitability of a Partnership Project.

      10.15 Successors in Interest. The terms, covenants and conditions
contained in Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their successors, and, subject to the applicable
provisions of this Agreement, to their assigns.

      10.16 Partition. No Partner hereto shall have the right to partition the
Partnership Project during the term of this Agreement, nor shall any Partner
make application to any court or authority having jurisdiction in the matter,
nor commence nor prosecute any action or proceeding for partition or the sale
thereof, and upon any breach of the provisions of this Section by any Partner,
the other Partners, in addition to all rights and remedies at law or in equity
they may have, shall be entitled to a decree or order restraining and enjoining
such application, action or proceeding.

      10.17 Waiver. The failure of any party to insist upon a strict performance
of any of the terms or provisions of this Agreement, or to exercise any option,
right or remedy herein contained, shall not be construed as a waiver or as a
relinquishment for the future of such term, provision, option, right or remedy,
but the same shall continue and remain in full force and effect. Except as
expressly provided otherwise, no waiver by any party of any term or provision
hereof shall be deemed to have been made unless expressed in writing and signed
by each party.

      10.18 Approvals. Wherever in this Agreement, one party's approval is
required, such party agrees to not unreasonably withhold (unless otherwise
expressly provided in this Agreement) or delay such approval. Each Partner
agrees to respond to a request for vote or approval within ten (10) business
days of receipt of such request and, if such Partner votes no or disapproves
such request, such Partner agrees to specify in reasonable detail the reasons
for such no vote or disapproval. Failure to respond within such time frame shall
constitute a yes vote and approval of the requested item.

      10.19 P&S, Peloquin and XIT agree to sign as co-guarantors on all loans,
notes or credit facilities of the Partnership.


                                       21
<PAGE>   26
            IN WITNESS WHEREOF, the Partners have signed this Agreement
effective as of the date first set forth above.


"P&S"                                     "XIT"

P & S Development,                        XIT Corporation,
a California general partnership          a New Jersey corporation,
                                          formerly known as XCEL corporation


By: /s/ J. Victor Peloquin                By:  /s/ Carmine T. Oliva 
   ---------------------------------         -----------------------------------
      J. Victor Peloquin,
      general partner                     Its:  President
                                               ---------------------------------

By:   IDB Brickell, Inc.,                 By:
      a California corporation,              -----------------------------------
      general partner          
                                          Its:
                                              ----------------------------------

      By: /s/ Victor Peloquin
         ---------------------------------
            J. Victor Peloquin, President


                                          22
<PAGE>   27
                                    EXHIBIT A

<TABLE>
<CAPTION>
            PARTNER                             PERCENTAGE
            NAME AND ADDRESS                    INTEREST
            ----------------                    --------
<S>                                             <C>
            P&S Development                     50%
            4740 E. Bryson
            Anaheim, California 92807

            XIT CORPORATION                     50%
            4290 East Brickell
            Ontario, California 91761
</TABLE>


<PAGE>   28
                                      EXHIBIT A-1

                                PARTNER CAPITALIZATION


                                [CHART TO BE INSERTED]





<PAGE>   29
                                    EXHIBIT B

                                Legal Description

PARCEL NO. 1:

PARCEL 41 OF PARCEL MAP NO. S776, IN THE CITY OF ONTARIO, COUNTY OF SAN
BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 101 OF PARCEL
MAPS, PAGE(S) 77 THROUGH 87, INCLUSIVE, RECORDS OF SAID COUNTY; AND AS AMENDED
BY CERTIFICATE OF CORRECTION RECORDED APRIL 13, 1987, INSTRUMENT NO. 87-119915,
OFFICIAL RECORDS.

EXCEPTING THEREFROM ALL OIL, PETROLEUM, HYDROCARBONS, GAS, BREA, ASPHALTUM AND
ALL KINDRED SUBSTANCES, AND OTHER MINERALS LYING BELOW A DEPTH OF 500 FEET FROM
THE SURFACE, WITHOUT THE RIGHT OF SURFACE ENTRY, AS CONVEYED IN THE DEED FROM
VINA VISTA VENTURE-NEW JOINT VENTURE, A PARTNERSHIP, TO ACTION TRADING COMPANY,
A NEVADA CORPORATION, BY DEED RECORDED JULY 30, 1968, IN BOOK 7068, PAGE 672,
OFFICIAL RECORDS.

ALSO EXCEPTING THEREFROM ALL COAL, OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER THE PROPERTY, IT BEING EXPRESSLY UNDERSTOOD AND AGREED
THAT GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL RETAIN THE EXCLUSIVE TITLE AND
RIGHT TO REMOVE SAID SUBSTANCES; TOGETHER WITH THE SOLE RIGHT TO NEGOTIATE AND
CONCLUDE LEASES AND AGREEMENTS WITH RESPECT TO ALL SUCH SUBSTANCES UNDER THE
PROPERTY, AND TO USE THOSE PORTIONS OF THE PROPERTY WHICH UNDERLIE A PLANE
PARALLEL TO AND 500 FEET BELOW THE PRESENT SURFACE OF THE PROPERTY FOR THE
PURPOSES OF PROSPECTING FOR, DEVELOPING AND OR EXTRACTING SUCH SUBSTANCES FROM
THE PROPERTY BY MEANS OF WELLS DRILLED INTO OR THROUGH SUCH PORTIONS OF THE
PROPERTY OR DRILL SITES LOCATED ON OTHER PROPERTY; IT BEING FURTHER EXPRESSLY
UNDERSTOOD AND AGREED THAT THE GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON THE SURFACE OF THE PROPERTY OR TO USE THE PROPERTY OR ANY
PORTION THEREOF ABOVE THE LEVEL OF THE AFORESAID 500-FOOT SUBTERRANEAN PLANE, AS
RESERVED BY ONTARIO INDUSTRIAL PARTNERS, A CALIFORNIA GENERAL PARTNERSHIP, BY
DEED RECORDED JUNE 18, 1987, INSTRUMENT NO. 87-206601, OFFICIAL RECORDS.

PARCEL NO. 2:

A NON-EXCLUSIVE EASEMENT FOR DRAINAGE PURPOSES OVER THOSE PARCELS DEFINED AS
"SERVIENT TENEMENT PARCELS" FOR THE PARCEL CONVEYED HEREBY AS SUCH EASEMENT IS
MORE PARTICULARLY DESCRIBED IN THE DECLARATION ESTABLISHING AGREEMENT AND GRANT
OF STORM DRAIN EASEMENT RECORDED SEPTEMBER 17, 1986, INSTRUMENT NO. 86-268235,
OFFICIAL RECORDS OF SAID COUNTY; AND RE-RECORDED SEPTEMBER 30, 1986, INSTRUMENT
NO. 86-283863, OFFICIAL RECORDS OF SAID COUNTY; AND ANY AMENDMENTS THERETO (THE
"STORM DRAIN AGREEMENT").

PARCEL NO. 3:

EASEMENTS, AS SET FORTH IN THE SECTIONS ENTITLED "RIGHTS AND DUTIES OF OWNERS"
AND "PARTY WALLS AND FENCES" OF THE DECLARATION OF COVENANTS, CONDITIONS AND
RESTRICTIONS RECORDED SEPTEMBER 23, 1983, INSTRUMENT NO. 83-223429, OFFICIAL
RECORDS OF SAID COUNTY, AND ANY AMENDMENTS THERETO ("THE DECLARATION").


<PAGE>   30
                               [DRAWING TO BE INSERTED]



<PAGE>   31
                                  SCHEDULE 4.6

             LIENS, ENCUMBRANCES, SECURITY, OPTIONS, CLAIMS, CHARGES
                           EFFECTING TITLE TO PROPERTY


1.    Property Tax fiscal year 1989-90 and subsequent years.
      (5 year payment plan).  Paid as Agreed

2.    Assessment for Improvements - City of Ontario District No. 103
      Installments paid annually with real property taxes.  Assessment
      will be levied through year 2008 tax bill.

3.    Assessment for Improvements - City of Ontario District No. 100A
      Installments paid annually with real property taxes.  Assessment
      will be levied through year 2006 tax bill.

4.    Community Facilities District No. 4
      Installments paid annually with real property taxes.
      Assessment levied through year 1999 tax bill.


                       CURRENT LEASES, TENANCIES AFFECTING
                            THE PARTNERSHIP PROPERTY

1.    Lease Agreement dated September 15, 1990 by and between P & S Development
      ("Lessor") and Xcel Corporation ("Lessee").

2.    Standard Industrial/Commercial Multi-Tenant Lease dated December 15, 1995
      by and between P & S Development ("Lessor") and Jose Macias, as Sole
      Proprietor, dba Avila's Freight Company ("Lessee").


                                      INSURANCE

      Northbrook Insurance
      Policy Period:  7/7/96 - 7/7/97
      Policy Premium    $11,614.00              Balance     $4,069.15
      Policy is in full force and effect

<PAGE>   32
                                 SCHEDULE 4.6(a)

<TABLE>
<S>                                                                      <C>
Jose Macias dba Avila's Freight Company (Security Deposit)               $    10,938.00
Xcel Corporation (Security Deposit)                                      $    25,000.00
Xcel Corporation (Last Months Rent)                                      $    26,000.00
Tax Collector-Property Tax - Paid as agreed                              $   123,615.34
</TABLE>


      MAINTENANCE CONTRACTS:
            None in excess of $10,000

<PAGE>   33
                                 SCHEDULE 4.6(b)



                                         NONE