AGREEMENT OF LIMITED PARTNERSHIP

                                            OF

                              REALTY PARKING PROPERTIES II L.P.


                                       BY AND AMONG


                               REALTY PARKING COMPANY II, INC.
                                     (GENERAL PARTNER)



                           REALTY ASSOCIATES LIMITED PARTNERSHIP
                              (SUBORDINATED LIMITED PARTNER)



                                           AND

                            PARKING PROPERTIES HOLDING CO., INC.
                                 (ASSIGNOR LIMITED PARTNER)





<PAGE>

                                            AGREEMENT OF LIMITED PARTNERSHIP
                                             REALTY PARKING PROPERTIES II L.P.

<TABLE>
<CAPTION>

         TABLE OF CONTENTS

                                                                                                                    Page

<S>                                                                                                                             <C>
   Preliminary Statement                  ............................................................................        A-1
   Article I - Defined Terms                       ..................................................................         A-1
   Article II - Name; Purpose; Term and Certificate                                       ...............................     A-8
      Section 2.1 Name; Formation                         ...........................................................         A-8
      Section 2.2 Place of Registered Office                            ..............................................        A-8
      Section 2.3 Purpose                 ...........................................................................         A-8
      Section 2.4 Term                                                                             ...........                A-9
      Section 2.5 Recording of Certificate                            ................................................        A-9
   Article III - Partners; Capital                    ..............................................................          A-9
      Section 3.1 General Partner; Assignor Limited Partner; Subordinated Limited Partner
      Section 3.2 Investors               ................................................   ...........................      A-9
      Section 3.3 Partnership Capital                        ........................................................        A-10
      Section 3.4 Liability of Partners and Investors                                  ...............................       A-10
   Article IV - Allocations, Distributions and Applicable Rules                                       .....................  A-10
      Section 4.1 Allocation of Profit or Loss from a Sale                      ......................................       A-10
      Section 4.2 Distribution of Net Proceeds of Sale or Financing                     ..................................   A-11

      Section 4.3 Distribution of Net Cash Flow and Allocation of Profit and Loss from
                           Operations         .......................................................................        A-12
      Section 4.4 Liquidation or Dissolution                             ............................................        A-12
      Section 4.5 General and Special Rules                              ............................................        A-12
   Article V - Rights, Powers and Duties of the General Partner                      ....................................... A-15

      Section 5.1 Management and Control of the Partnership; Tax Matters Partner
      Section 5.2 Authority of General Partner                               ........................................        A-15
      Section 5.3 Authority of Investors                          ...................................................        A-20
      Section 5.4 Restrictions on Authority                            ..............................................        A-20
      Section 5.5 Authority of Partners and Affiliated Persons to Deal with Partnership                                      A-22
      Section 5.6 Duties and Obligations of the General Partner                                         ................     A-23
      Section 5.7 Compensation of General Partner                                     ................................       A-24
      Section 5.8 Other Businesses of Partners                              .........................................        A-24
      Section 5.9 Liability of General Partner and Affiliates to Limited Partners or Investors
      Section 5.10 Indemnification                        ...........................................................        A-24
   Article VI - Transferability of the General Partner's Interest                                       ...............      A-25
      Section 6.1 Removal, Voluntary Retirement or Withdrawal of the General Partner;
                           Transfer of Interests               ......................................................        A-25
      Section 6.2 Election and Admission of Successor or Additional General Partners
      Section 6.3 Events of Withdrawal of a General Partner                      .....................................       A-25
      Section 6.4 Liability of a Withdrawn General Partner                        ....................................       A-26
      Section 6.5 Valuation of Partnership Interest of General Partner                      ..............................   A-26

   Article VII - Assignment of Assignee Units to Investors; Transferability of Limited
                           Partner Interests and Units                     ..........................................        A-27
      Section 7.1 Assignment of Assignee Units to Investors                                         ..................       A-27
      Section 7.2 Transferability of Units                          .................................................        A-28
      Section 7.3 Death, Bankruptcy or Adjudication of Incompetence of an Investor or a
                           Limited Partner            .............................................................          A-29
      Section 7.4 Effective Date                    ................................................................         A-29
      Section 7.5 Substitute Limited Partners                              ..........................................        A-29
      Section 7.6 Retirement or Withdrawal of an Investor                                         .....................      A-29


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                            ii

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<TABLE>
<CAPTION>

<S>                                                                                                                             <C>
     Article VII - Dissolution, Liquidation and Termination of the Fund                   ................................... A-30
        Section 8.1 Events Causing Dissolution                   ............................................................ A-30
        Section 8.2 Liquidation           .........................  ........................................................ A-31
        Section 8.3 Capital Contribution Upon Dissolution                       .....  ...................................... A-31
     Article IX - Certain Payments to the General Partner and Affiliates                  ................................... A-31
        Section 9.l Reimbursement of Certain Costs and Expenses of the General Partner and
                         its Affiliates   ................................................................................... A-31
        Section 9.2 Fees and Other Payments                   ............................................................... A-32
     Article X - Books and Records; Bank Accounts; Reports                            .........  ............................ A-32
        Section 10.1 Books and Records                 ...................................................................... A-32
        Section 10.2 Bank Accounts               ............................................................................ A-33
        Section 10.3 Reports          ....................................................................................... A-33
        Section 10.4 Federal Tax Elections                ................................................................... A-35
     Article XI - Meetings of Investors                 ..................................................................... A-35
        Section 11.1 Calling Meetings            ............................................................................ A-35
        Section 11.2 Notice; Procedure               ........................................................................ A-35
        Section 11.3 Right to Vote             .............................................................................. A-36
        Section 11.4 Proxies; Rules             ............................................................................. A-36
     Article XII - General Provisions                 ....................................................................... A-36
        Section 12.1 Appointment of General Partner as Attorney-in-Fact                               ....................... A-36
        Section 12.2 Waiver of Partition                                                                                      A-36
                                                       ............................................................
   Section 12.3 Notification           .......................................................................................A-36
        Section 12.4 Word Meanings                ........................................................................... A-37
        Section 12.5 Binding Provisions                ...................................................................... A-37
        Section 12.6 Applicable Law               ............................. ............................................. A-37
        Section 12.7 Counterparts             ............................................................................... A-37
        Section 12.8 Separability of Provisions                 ............................................................. A-37
        Section 12.9 Paragraph Titles            .................................. ......................................... A-37
        Section 12.10 Entire Agreement                ....................................................................... A-37
        Section 12.11 Amendments                ............................................................................. A-37
     Signatures     ......................................................................................................... A-39
     Schedule A       ....................................................................................................... A-40

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<PAGE>

                        REALTY PARKING PROPERTIES II L.P.

     THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of March 6, 1991, is by and
among  Realty  Parking  Company II,  Inc.,  a Maryland  corporation,  as General
Partner,  Parking Properties Holding Co., Inc., a Maryland  corporation,  as the
Assignor Limited Partner, and Realty Associates Limited Partnership,  a Maryland
limited partnership, as the Subordinated Limited Partner.

                              Preliminary Statement

     The General  Partner,  the  Subordinated  Limited  Partner and the Assignor
Limited  Partner  desire  to  form  Realty  Parking   Properties  II  L.P.  (the
"Partnership"),  pursuant to the Delaware  Revised Uniform  Limited  Partnership
Act, for the purpose of acquiring land and facilities,  or interests in land and
facilities,  to be used for parking  operations and incidental  ancillary  uses,
with an emphasis on surface  commercial parking lots believed by the Partnership
to have significant future potential for eventual sale as development sites. The
Partnership  also  may  acquire  or  build  parking  garages,  suburban  parking
properties,  offsite  airport  parking lots,  sites  requiring the demolition of
obsolete structures prior to use as parking facilities and vacant sites on which
parking facilities may be constructed or anything else deemed appropriate by the
General Partner. Some of the land or facilities may be acquired primarily due to
the income potential from use as a parking facility.

     NOW,  THEREFORE,  in consideration of the mutual promises made herein,  the
parties hereto, intending to be legally bound, hereby agree as follows:

                                    ARTICLE I

                                  DEFINED TERMS

     The  defined  terms  used in  this  Agreement  shall,  unless  the  context
otherwise expressly requires, have the meanings specified in this Article I.

     "Accountants"  means such firm of independent  certified public accountants
as shall be engaged  from time to time by the  General  Partner on behalf of the
Partnership.

     "Acquisition   Expenses"  means  any  expenses  related  to  selection  and
acquisition of Properties,  whether or not acquired,  including, but not limited
to,  legal fees and  expenses,  travel  and  communications  expenses,  costs of
appraisals,  non-refundable option payments on property not acquired, accounting
fees and expenses,  title  examination  expenses,  title insurance  premiums and
related charges,  environmental studies,  surveys, real estate transfer fees and
taxes and other miscellaneous expenses.

     "Acquisition  Fees" means the total of all fees and commissions paid by any
party on behalf of the Partnership in connection with the purchase,  development
or  construction  of  any  Property  by  the  Partnership,   including,  without
limitation,  the Acquisition Fee payable to the General Partner, the Acquisition
Fee  payable to the  Consultant,  any real  estate  commission,  selection  fee,
development fee, construction fee, non-recurring  management fee or loan fee, or
any fee of a similar nature, however designated.

     "Act" means the Delaware Revised Uniform Limited Partnership Act (6 DEL. C.
ss.(0)  17-101 et. seq.) as amended or modified  from time to time.  "Additional
General  Partner"  means any Person who is  admitted  as an  Additional  General
Partner of the  Partnership,  under the provisions of Article VI, after the date
of this Agreement.

     "Adjusted  Capital  Balance" of a Partner or an Investor  means the Capital
Contribution of the Partner or the Assignor Limited Partner made on behalf of an
Investor, less any Net Proceeds of Sale or Financing actually distributed to the
Partner or Investor  (other than that  portion,  if any,  which is payment of an
unpaid  Preferred  Return),  as  provided  in Article IV herein,  at the time of
reference thereto.

                                       A-1

<PAGE>

     "Affiliate"  means  (i) any  Person  directly  or  indirectly  controlling,
controlled  by or under  common  control with  another  Person,  (ii) any Person
owning or controlling 10% or more of the outstanding  voting  securities of such
other Person, (iii) any officer, director or partner of such Person, and (iv) if
such other Person is an officer, director or partner, any company for which such
Person acts in any such capacity.

     "Agreement"  means this  Agreement  of Limited  Partnership  as  originally
executed and as amended from time to time, as the context  requires.  Words such
as "herein",  "hereinafter,"  "hereof," "hereto," "hereby" and "hereunder," when
used with reference to this Agreement, refer to this Agreement as a whole unless
the context otherwise requires.

     "Asset  Based Fee" means the fee,  which is payable to the General  Partner
each year for advising the  Partnership and managing its  investments,  equal to
(i) 0.75% of the  Partnership's  Base  Amount for such year and (ii) 0.5% of the
Capital Contributions temporarily held while awaiting Investments in Properties.
The  Asset  Based  Fee will be  accrued  without  interest  when  funds  are not
available  for its  payment.  Any accrued  Asset Based Fee will be paid from the
next  available  Net  Cash  Flow or Net  Proceeds  from a Sale or  Financing  of
Properties  and  not  from  Working  Capital  Reserves.  In  the  event  of  the
termination of the General  Partner as general partner of the  Partnership,  the
General  Partner  will be paid  that  Asset  Based  Fee to which it is  entitled
through the date of such termination.

     "Assigned Limited Partnership  Interest" means a Partnership Interest which
is  credited  to the  Assignor  Limited  Partner on the books and records of the
Partnership  in respect of a purchase of one Unit by an Investor.  Each Assigned
Limited  Partnership  Interest  represents a contribution  to the capital of the
Partnership equal to $25, regardless of any reduction in Sales Commissions.

     "Assignee  Units"  means the  ownership  interests  of an  Investor  in the
Partnership at any particular time,  including the right of such Investor to any
and all  benefits  to which an  Investor  may be  entitled  as  provided in this
Agreement.  The  ownership  interests of the  Investors in the  Partnership  are
sometimes referred to herein as "Units".

     "Assignor Limited Partner" means Parking Properties Holding Co., Inc. which
will (i) own any  Assigned  Limited  Partnership  Interests  issued  pursuant to
Sections 3.2 and 7.1 hereof and (ii)  transfer  and assign to those  Persons who
acquire  Units all of its rights and  interest in Assigned  Limited  Partnership
Interests in accordance with Sections 3.2 and 7.1 hereof.

     "Base  Amount"  means  that  portion of  Capital  Contributions  originally
committed to Investment in Properties  without  regard to leverage and including
Working  Capital  Reserves  of  up  to  3% of  the  Capital  Contributions  (the
"Permitted  Working  Capital  Reserves").  The Base Amount  shall be  recomputed
annually by  subtracting  from the then fair market  value of the  Partnership's
Properties as determined by independent  appraisals  plus the Permitted  Working
Capital  Reserves,  an  amount  equal to the  outstanding  debt  secured  by the
Partnership's Properties.

     "Capital Account" means (i) the separate account maintained and adjusted on
the books and records of the  Partnership for each Partner and (ii) the separate
subaccount of the Capital Account of the Assignor Limited Partner maintained and
adjusted for each Investor.  Each Partner's and Inves- tor's Capital  Account is
credited with his Capital Contributions and his distributive share of Profit (or
item thereof).  Each Partner's or Investor's Capital Account is debited with the
cash  and the  fair  market  value of any  property  distributed  to him (net of
liabilities  assumed by such Partner or Investor and  liabilities  to which such
distributed  property  is  subject),  and his  distributive  share of Loss  (and
deduction (or item  thereof)).  Each  Partner's and Investor's  Capital  Account
shall also be  adjusted  pursuant  to Section  4.5 hereof and as required by the
Income Tax Regulations  promulgated under Section 704 of the Code. Any questions
concerning a Partner's or  Investor's  Capital  Account shall be resolved by the
General  Partner in its reasonably  exercised  discretion,  applying  principles
consistent with this Agreement and the regulations promulgated under Section 704
of the Code in order to assure that all allocations herein will have substantial
economic  effect or will  otherwise be respected  for income tax  purposes.  For
purposes  of this  Agreement,  a  Partner  or  Investor  who has  more  than one
Partnership  Interest or Unit,  as the case may be, shall have a single  Capital
Account that reflects all of his Partnership Interests and Units,  regardless of
the class of Interests owned (e.g.,

                                       A-2

<PAGE>

general  or  limited)  and  regardless  of the  time  or  manner  in  which  the
Partnership Interests and Units were acquired.

     "Capital  Contribution"  means the total amount of cash and the fair market
value of any other assets contributed to the Partnership by a Partner in respect
of an  Interest  or Unit (net of  liabilities  assumed  by the  Partnership  and
liabilities to which any such contributed  assets are subject) and, with respect
to an Investor, the Capital Contribution of the Assignor Limited Partner made on
behalf of such Investor (without regard to any reduction of Sales  Commissions).
Any reference in this Agreement to the Capital Contribution of a then-Partner or
Investor  shall  include a  Capital  Contribution  previously  made by any prior
Partner or Investor  with respect to the Interest or Unit of such then-  Partner
or then-Investor,  except to the extent that all or a portion of the Interest or
Unit of any prior Partner or Investor shall have been terminated and the portion
so terminated not transferred to a successor Partner or Investor.

     "Certificate" means the Certificate of Limited Partnership establishing the
Partnership,  as filed with the office of the Secretary of State of the State of
Delaware on or about the date of this Agreement,  as it may be amended from time
to time in accordance with the terms of this Agreement and the Act.

     "Code"  means  the  Internal  Revenue  Code of  1986,  as  amended  (or any
corresponding provision of succeeding law).

     "Competitive  Real Estate  Commission"  means that real estate or brokerage
commission  paid for the  purchase  or sale of a Property  which is  reasonable,
customary  and  competitive  in light of the  size,  type  and  location  of the
Property.

     "Consultant"  means (i) Central  Parking  System,  Inc., or (ii) such other
person  selected  by  the  Partnership  to  advise  the  Partnership   regarding
acquisitions,  operations and dispositions.  "Controlling Person" of the General
Partner or Affiliate thereof means any person who (a) performs functions for the
General Partner or Affiliate similar to those of (i) a Chairman or member of the
Board of Directors,  (ii) executive management,  such as a President, or a Vice-
President, Secretary or Treasurer, or (iii) senior management; or (b) holds a 5%
or more equity interest in the General Partner or Affiliate, or has the power to
direct or cause the  direction of the General  Partner,  or  Affiliate,  whether
through the ownership of voting securities, by contract or otherwise.

     "Disposition  Advisory  Fee"  means  the  fee,  payable  on the Sale of any
Property,  equal to 1.5% of the  contract  price  for the sale of such  Property
payable to the  General  Partner,  the Sponsor or their  Affiliates  if any such
Entity  provides a  substantial  amount of  services  in the effort to sell such
Property and subject to the limitations set forth in Section 5.2(a)(viii).

     "Due Diligence Expense Reimbursement Fee" means the file equal to 2% of the
Gross  Proceeds  of the  Offering  allowed to the  Selling  Agent,  which may be
re-allowed  to  Soliciting  Dealers,   for  advisory  services,   due  diligence
activities and the reimbursement of expenses.

     "Entity" means any general partnership,  limited partnership,  corporation,
joint venture, trust, estate, business trust, cooperative,  association or other
legal form of organization.

     "Escrow Agent" means Mercantile-Safe Deposit & Trust Company, or such other
escrow agent  chosen by the General  Partner to hold funds from Persons who have
subscribed to become Investors pending the assignment of Assignee Units to them.

     "Financing"  means all indebtedness  encumbering the Properties or incurred
by the Partnership, the principal amount of which is scheduled to be paid over a
period of not less than 48 months, and not more than 50% of the principal amount
of which is scheduled to be paid during the first 24 months.

     "Front-End  Fees"  means  fees  and  expenses  paid by any  Person  for any
services   rendered  during  the  organization  or  acquisition   phase  of  the
Partnership, including the Offering and Organization

                                       A-3

<PAGE>

Expense Fee, the Due Diligence Expense Reimbursement Fee, the Sales Commissions,
the Acquisition Expenses, the Acquisition Fees and any other similar fees.

     "General  Partner"  means  Realty  Parking  Company II, Inc.  and any other
Person  designated  as a General  Partner  in the  Schedule  and any  Person who
becomes a Successor or Additional  General Partner as provided  herein,  in each
such Person's capacity as a General Partner of the Partnership.

     "General Partner Acquisition Fee" means the non-accountable fee paid to the
General  Partner equal to 2% of the Gross  Proceeds of the Offering,  payable at
each closing for  Unitholders as Gross Proceeds of the Offering are raised,  for
services  rendered in  connection  with the  development  of the  technical  and
managerial  infrastructure  required in order to evaluate and acquire Properties
and for identifying,  evaluating,  negotiating and providing other miscellaneous
services in regard to the acquisition of the Properties.

     "Gross  Proceeds of the Offering"  means the aggregate of the proceeds from
the sale of Units in the  Offering,  which  amount  is equal to the total of all
Capital Contributions of the Investors.

     "Increased  Maximum Offering Amount" means the total amount of $100,000,000
in Gross Proceeds of the Offering.

     "Interest" or "Partnership  Interest" means the entire  ownership  interest
(which may be segmented into and/or  expressed as a percentage of various rights
and/or  liabilities)  of a Partner in the  Partnership at any  particular  time,
including  the right of such  Partner to any and all benefits to which a Partner
may be entitled as provided in the Agreement  and in the Act,  together with the
obligations  of such Partner to comply with all the terms and provisions of this
Agreement and of the Act.

     "Interim  Investments"  means the  highly-liquid,  short-term  investments,
including bank certificates of deposit,  publicly-available  money-market  funds
having assets in excess of $50,000,000 (including  money-market funds managed by
the  General  Partner or its  Affiliates),  short-term  government  obligations,
bankers'  acceptances,  high  grade  commercial  paper,  GNMA or  FNMA  mortgage
pass-through   certificates  or  discount  notes  and  similar   investments  as
determined  by the  General  Partner in its sole  discretion,  made with the Net
Proceeds of the Offering  until such Net Proceeds of the Offering are  disbursed
for acquisition of Properties or retained as Working Capital Reserves; provided,
however,  that  such  investments  do not  consist  of  deposits  of funds  with
affiliated  financial  institutions  or money  market  mutual  funds unless such
deposits (i) do not exceed five percent (5%) of all deposits held by such entity
and do not require the payment of any fees by the Partnership, (ii) are not part
of  "compensating  balance"  arrangements  for the  benefit  of  other  than the
Partnership  and (iii) earn  interest or  dividends at a rate  competitive  with
those available from similar independent depositories.

     "Investor" means (i) any Person who holds an Assignee Unit and is reflected
as an  Investor  on the  books  and  records  of the  Partnership,  and (ii) any
Investor  who has been  admitted  to the  Partnership  as a  Substitute  Limited
Partner pursuant to Section 7.5 hereof.

     "Investment  in  Properties"  means  the  amount of  Capital  Contributions
actually  paid or allocated to the purchase and  development  of the  Properties
(including  the  purchase of  Properties,  Working  Capital  Reserves  allocable
thereto  (except  that  Working  Capital  Reserves  in excess of 3% shall not be
included),  and other cash  payments  such as interest and taxes,  but excluding
Front-End Fees).

     "Leases"  means  those  certain  agreements  to  be  entered  into  by  the
Partnership  and the  Parking  Lot  Operator  pursuant  to which the Parking Lot
Operator shall lease, operate and manage each of the Properties.

     "Limited  Partner" means any Person who is designated as a Limited  Partner
on the books and records of the Partnership at the time of reference thereto, in
each such Person's capacity as a Limited Partner of the Partnership.

     "Limited Partnership Interest" means the ownership interest of the Assignor
Limited Partner and all other Limited Partners in the Partnership.

                                       A-4

<PAGE>

     "Limited  Partnership Interest Percentage" in respect of any Investor means
the percentage  obtained by converting to a percentage  the fraction  having the
number of Assignee  Units owned by such Investor as its numerator and having the
number of Assignee Units owned by all Investors at the time of reference thereto
as its denominator.

     "Majority  Vote  of the  Investors"  shall  mean  the  affirmative  vote of
Investors  owning  more  than 50% of the  outstanding  Units or the  consent  of
Investors owning more than 50% of the outstanding Units, as the case may be.

     "Maximum  Offering  Amount" means the total amount of  $25,000,000 in Gross
Proceeds of the Offering.

     "Minimum  Gain" means with  respect to each  non-recourse  liability of the
Partnership  and  subject to  certain  adjustments  pursuant  to Income Tax Reg.
ss.1.704-1(b)(4)(iv)(c),  the amount of gain (of  whatever  character),  if any,
that would be realized by the Partnership,  if the Partnership disposed of (in a
taxable  transaction)  any of the  assets  subject  to  such  liability  in full
satisfaction of the liability. For this purpose, only the portion of the assets'
adjusted basis allocated to non-recourse liabilities of the Partnership shall be
taken into account.

     "Minimum  Offering Amount" means the amount of $2,500,000 in Gross Proceeds
of the Offering.

     "Net Cash Flow" means,  with respect to any fiscal period,  the excess,  if
any, of (i) all cash funds derived from the operations of the Partnership during
such period, including the yield from the Interim Investments and excess Working
Capital Reserves deemed distributable by the General Partner pursuant to Section
3.3E hereof,  over (ii) all cash disbursed in the operations of the  Partnership
during such period, including cash used to pay, or establish reasonable reserves
for, operating expenses,  fees,  commissions,  debt service and loan repayments,
improvements, repairs, replacements,  contingencies and anticipated obligations,
except to the extent any such payment is made out of reserves set aside for such
purpose.  Net  Cash  Flow  shall  not  include  amounts  distributed  or  to  be
distributed under Section 4.2 hereof.

     "Net Proceeds from a Financing" means the gross proceeds to the Partnership
of any Financing, less any amounts deemed necessary by the General Partner to be
allocated  to the  establishment  of  reserves,  the  payment  of any  debts and
liabilities of the  Partnership to creditors,  and the payment of any reasonable
expenses or costs  associated with the Financing,  including but not limited to,
fees, points, or commissions paid to any unaffiliated Persons.

     "Net Proceeds from a Sale" means the gross  proceeds to the  Partnership of
any  Sale,  less any  amount  deemed  necessary  by the  General  Partner  to be
allocated  to the  establishment  of  reserves,  the  payment  of any  debts and
liabilities of the  Partnership to creditors,  and the payment of any reasonable
expenses or costs  associated with the Sale,  including but not limited to, fees
or real estate  brokerage  commissions  paid to any  unaffiliated  Persons,  the
disposition  fee  equal  to  1.5% of the  contract  price  for  the  sale of the
Properties payable to the Consultant upon the sale of a Property and, subject to
Sections  5.2.A(viii) and 9.2.A(vi),  fees or real estate brokerage  commissions
paid to the General Partner or Affiliates.

     "Net  Proceeds of the  Offering"  means the Gross  Proceeds of the Offering
less the Sales  Commissions,  the Due Diligence Expense  Reimbursement  Fee, the
Offering and Organization Expense Fee, and the General Partner Acquisition Fee.

     "Net Proceeds from a Sale or Financing"  means the Net Proceeds from a Sale
or Net Proceeds from a Financing, as the case may be.

     "Notification" means a writing, containing the information required by this
Agreement to be communicated to any Person,  sent or delivered to such Person in
accordance with the provisions of Section 12.3 of this Agreement.

     "Offering"  means  the  offering  and  sale  of  Units  for  a  minimum  of
$2,500,000, a maximum of $25,000,000,  and an increased maximum of $100,000,000,
as more fully described in the Prospectus.

                                       A-5

<PAGE>

     "Offering and Organization  Expense Fee" means the non-accountable fee paid
to the  General  Partner  equal to 3% of the  Gross  Proceeds  of the  Offering,
payable at such times as the  Investors  are  recognized as such on the books of
the  Partnership,  for services  rendered in connection with the structuring and
organization of the Partnership, and the supervision and review of all documents
prepared in  connection  therewith.  A portion of the Offering and  Organization
Expense Fee (not to exceed 1% of the Gross Proceeds of the Offering) may be paid
to  the  Selling  Agent  and  re-allowed  to  other  broker-dealers,   including
Affiliates of the Selling Agent. The General Partner will be responsible for all
Organizational and Offering Expenses in connection with the Offering,  including
accounting,  legal and escrow and depositary fees, printing costs,  registration
and filing fees,  including  "Blue Sky" fees,  and  advertising,  marketing  and
promotion costs.

     "Organization  and  Offering  Expenses"  means those  expenses  incurred in
connection  with  and  in  preparing  the  Partnership  for   registration   and
subsequently  offering  and  distributing  it to  the  public,  including  sales
commissions  paid to  broker-dealers  in connection with the distribution of the
Partnership and all advertising expenses.

     "Parking  Consulting  Agreement"  means the  agreement  referred  to in the
Prospectus by and between the  Partnership  and Central  Parking  System,  Inc.,
"Parking Lot Operator" means (i) Central  Parking System,  Inc. or an Affiliate,
or (ii) such other person selected by the Partnership to operate the Properties.
"Partner" means any General Partner or Limited Partner.

     "Partnership"  means the limited partnership formed in accordance with this
Agreement by the parties  hereto,  as said limited  partnership may from time to
time be constituted.

     "Partnership  Property"  means all or any portion of the assets owned or to
be  owned  by the  Partnership,  including  the  Properties  and all  incidental
personal property.

     "Person" means any individual or Entity.

     "Preferred Return" means the cumulative, non-compounded annual return equal
to 12% of the Adjusted  Capital  Balance of each  Investor  commencing as of the
first day of the calendar quarter immediately  following the calendar quarter in
which such  Investor  was  admitted to the  Partnership,  except as set forth in
Section 7.2.E in regard to transferred or assigned Units, less any Net Cash Flow
distributed to each Investor pursuant to Section 4.3 and any Net Proceeds from a
Sale or  Financing  distributed  to each  Investor  in respect of the  Preferred
Return pursuant to Section 4.2A(i).

     "Profit" or "Loss" means,  for each fiscal year or other period,  an amount
equal to the  Partner-  ship's  taxable  income or loss for such year or period,
with the following adjustments: (i) any income of the Partnership that is exempt
from federal income tax shall be added to such taxable income or loss;  (ii) any
expenditures of the Partnership  described in Section  705(a)(2)(B) of the Code,
or treated as Section  705(a)(2)(B) of the Code expenditures  pursuant to Income
Tax Reg.  ss.1.704-1(b)(2)(iv)(i),  shall be subtracted from such taxable income
or loss;  and (iii)  Pursuant to Income Tax Reg.  ss.1.704-  l(b)(iv)(g)(3),  an
amount equal to the depreciation, amortization, or other cost recovery deduction
allowable  with  respect to an asset for such year or other  period for  federal
income tax purposes shall be taken into account,  except that if the fair market
value on the date that the asset is  contributed to the  Partnership  (or if the
basis of such  asset  for  book  purposes  is  adjusted  under  the  Income  Tax
Regulations,  such  adjusted  book basis)  differs from its  adjusted  basis for
federal  income tax purposes at the beginning of such year or other period,  the
depreciation, amortization and other cost recovery deductions taken into account
shall be equal to an amount  which bears the same ratio to such  beginning  fair
market value (or adjusted  book basis) as the federal  income tax  depreciation,
amortization,  or other cost  recovery  deduction  for such year or other period
bears to such beginning adjusted tax basis. Except as otherwise provided herein,
each item of income,  gain, loss,  deduction,  preference or recapture  entering
into the  computation  of Profit or Loss  hereunder  shall be  allocated to each
Partner in the same proportion as Profit and Loss are allocated.

     "Profit or Loss from  Operations"  means Profit or Loss of the  Partnership
from any source other than a Sale.

                                       A-6

<PAGE>

     "Properties"  means  the  land and  facilities,  or  interests  in land and
facilities,  acquired by the  Partnership to be used for parking  operations and
incidental  ancillary uses,  including,  without limitation,  surface commercial
parking lots,  parking  garages,  suburban parking  properties,  offsite airport
parking lots, sites requiring the demolition of obsolete structures prior to use
as  parking  facilities,  vacant  sites  on  which  parking  facilities  may  be
constructed and anything else deemed appropriate by the General Partner.

     "Prospectus"   means  the   Partnership's   Prospectus   contained  in  the
Registration  Statement  filed on Form S-11  with the  Securities  and  Exchange
Commission for the  registration  of the Units under the Securities Act of 1933,
in the  final  form in which  it is  filed  with  the  Securities  and  Exchange
Commission  and as  thereafter  supplemented  pursuant  to Rule  424  under  the
Securities Act of 1933. Any reference  herein to "date of the Prospectus"  shall
be deemed to refer to the date of the  Prospectus in the form filed  pursuant to
Rule 424(b) of the Securities Act of 1933.

     "Sale" means any transaction  entered into by the Partnership  resulting in
the receipt of cash or other  consideration  (other than the receipt of Capital,
Contributions)  not in the ordinary  course of its business  including,  without
limitation,  sales or exchanges or other  dispositions of Properties and real or
personal property of the Partnership, condemnations, recoveries of damage awards
and insurance  proceeds  (other than business or rental  interruption  insurance
proceeds), but excepting any Financing.

     "Sales  Commissions" means the maximum total (or any portion thereof) of 6%
of the Gross  Proceeds of the Offering  paid to the Selling  Agent or Soliciting
Dealers  for  their  efforts  in  offering  the  Units.  The  6%  maximum  Sales
Commissions will be reduced for volume purchases and purchases by the Consultant
and its  Affiliates  and Alex.  Brown Realty,  Inc. and its Affiliates and their
directors, their officers and their employees as specified in the Prospectus.

     "Schedule" means Schedule A annexed hereto as amended from time to time and
as so amended at the time of reference thereto.

     "Selling Agent" means Armata  Financial  Corp., an Affiliate of the General
Partner,  which will offer the Units on a best  efforts  basis  pursuant  to the
Selling Agent Agreement.

     "Selling Agent Agreement"  means that certain  agreement to be entered into
by the  Partnership,  the Selling Agent,  and the General  Partner,  pursuant to
which the Selling Agent will offer and sell the Units on a best efforts basis.

     "Sponsor"  means  any  Person   directly  or  indirectly   instrumental  in
organizing, wholly or in part, the Partnership or who will manage or participate
in the management of the Partnership, and any Affiliate of such Person, but does
not include a Person whose only relation with the  Partnership  is as that of an
independent  property manager,  whose only compensation is as such. Sponsor does
not include wholly independent third parties such as attorneys,  accountants and
underwriters  whose only  compensation is for professional  services rendered in
connection with the Offering or the operations of the Partnership.  A Person may
also be a Sponsor of the Partnership by (i) taking the  initiative,  directly or
indirectly,  in  founding  or  organizing  the  business  or  enterprise  of the
Partnership, either alone or in conjunction with one or more other Persons, (ii)
receiving a material  participation  in the  Partnership in connection  with the
founding or organizing of the business of the  Partnership,  in consideration of
services or property, or both services and property,  (iii) having a substantial
number of  relationships  and contacts  with the  Partnership,  (iv)  possessing
significant  rights to control  Partnership  properties,  (v) receiving fees for
providing  services  to the  Partnership  which are paid on a basis  that is not
customary  in  the  industry,  or  (vi)  providing  goods  or  services  to  the
Partnership  on a basis  which  was not  negotiated  at  arm's-length  with  the
Partnership.

     "Subordinated  Limited Partner" means Realty Associates Limited Partnership
and such other Persons who are designated as  Subordinated  Limited  Partners on
the books and records of the Partnership.

     "Substitute  Limited Partner" means any Investor who has elected to convert
from an Investor to a Limited Partner pursuant to Section 7.5 of this Agreement.

                                       A-7

<PAGE>

     "Successor General Partner" means any Person who is admitted as a Successor
General Partner to the Partnership  under the provisions of Article VI after the
date of this Agreement.

     "Tax Matters Partner" means the General Partner  designated in Section 5.1C
as the tax matters partner, as defined in Section 6231(a)(7) of the Code.

     "Termination  Date of the Offering"  means the date upon which the Offering
terminates.  The General Partner,  at any time and in its sole  discretion,  may
determine to terminate  the  Offering.  Furthermore,  if  subscriptions  for the
Minimum Offering Amount are not received and accepted on or prior to twelve (12)
months  from  the  date  of the  Prospectus,  the  Offering  automatically  will
terminate.  If the Offering is not terminated as described  above,  the Offering
will continue  until  1,000,000  Units are sold (subject to increase by up to an
additional  2,000,000  Units in the sole  discretion of the General  Partner) or
such time as the General Partner determines to terminate the Offering.  However,
the  total  offering  period  will not  exceed  24  months  from the date of the
Prospectus.

     "Unit"  means (i) an  Assignee  Unit  representing  the  assignment  by the
Assignor Limited Partner of one Assigned Limited  Partnership  Interest and (ii)
the Partnership Interest attributable to one Unit of any Investor who has become
a Substitute Limited Partner pursuant to Section 7.5 hereof.

     "U.S.  Person"  means a Person  who is (i) an  individual  who is  either a
United States  citizen or a resident of the United States for federal income tax
purposes,  (ii) a  corporation,  partnership,  or other legal entity  created or
organized in or under the laws of the United States or any political subdivision
thereof,  (iii) a  corporation  that is not created or organized in or under the
laws of the United  States or any  political  subdivision  thereof but which has
made an election  under  Section  897(i) of the Code to be treated as a domestic
corporation for certain purposes of federal income  taxation,  or (iv) an estate
or trust whose income from sources  without the United  States is  includable in
its gross income for federal  income tax purposes  regardless of its  connection
with a trade or business carried on in the United States.

     "Working  Capital  Reserves"  means,  initially,  the  portion of the Gross
Proceeds  of the  Offering  set aside as working  capital  reserves  pursuant to
Section 3.3E, as increased or decreased  from time to time at the  discretion of
the General Partner.

                                   ARTICLE II

                       NAME; PURPOSE; TERM AND CERTIFICATE

     Section 2.1 Name; Formation

     The  Partners  hereby form the limited  partnership  to be known as "Realty
Parking  Properties  II  L.P.,"  and such  name  shall  be used at all  times in
connection with the Partnership's business and affairs; provided,  however, that
the Partnership may use trade names in its business operations.  The Partnership
shall be governed by the Act.

     Section 2.2 Place of Registered Office

     The  address  of the  registered  office  in the State of  Delaware  of the
Partnership  is  Corporation  Trust  Center,  1209  Orange  Street,  Wilmington,
Delaware 19801;  the name of the registered  agent for service of process on the
Partnership  in the State of Delaware at that address is The  Corporation  Trust
Company.  The  Partnership's  principal  place of business  is 225 East  Redwood
Street,  4th Floor,  Baltimore,  Maryland  21202 or such other  place(s)  as the
General  Partner  may  hereafter  determine.  Notification  of any change in the
location of the principal office shall be given to the Partners and Investors on
or before the date of any such change.

     Section 2.3 Purpose

     The purpose of the  Partnership  is to  acquire,  own,  develop,  maintain,
finance,  encumber, operate as a business, lease, sell, dispose of and otherwise
deal  with  the  Properties,  and  to do all  things  necessary,  convenient  or
incidental to the achievement of the foregoing.

                                       A-8

<PAGE>

     Section 2.4 Term

     The  Partnership  shall  continue  until  December  31,  2015,  unless  the
Partnership  is sooner  dissolved  in  accordance  with the  provisions  of this
Agreement;  however the anticipated  life of the Partnership  does not exceed 20
years from the date of the Prospectus.

     Section 2.5 Recording of Certificate

     The  General  Partner  shall  take all  necessary  action to  maintain  the
Partnership in good standing as a limited  partnership under the Act, including,
without  limitation,  the  filing of the  Certificate  and such  amendments  and
further  certificates as may be necessary under the Act and necessary to qualify
the Partnership to do business in such states as the Partnership  owns property.
The General  Partner  shall not be required to send a copy of the  Partnership's
filed Certificate to each Partner and Investor.

                                   ARTICLE III

                                PARTNERS; CAPITAL

     Section 3.1 General Partner; Assignor Limited Partner, Subordinated Limited
Partner

     The name,  address and Capital  Contribution  of the General  Partner,  the
Assignor Limited Partner and the  Subordinated  Limited Partner are set forth on
the Schedule.  Upon the  dissolution  and  termination of the  Partnership,  the
General  Partner,  on or before the later of the last day of the fiscal  year in
which the  dissolution of the  Partnership  occurs or ninety (90) days after the
date of dissolution of the Partnership, shall make a Capital Contribution to the
Partnership in an amount equal to the lesser of (A) the deficit balance, if any,
in its Capital  Account or (B) the excess of 1.01% of the Capital  Contributions
and Limited Partners  (excluding  capital  contributions of the Assignor Limited
Partner  on behalf  of  Investors)  over the  Capital  Contributions  previously
contributed by the General Partner.

     Section 3.2 Investors

     A. The General Partner is authorized to accept orders for Units pursuant to
the  Offering.  All orders for Units shall be held in trust and  deposited in an
escrow  account  with the Escrow  Agent.  Orders for Units  shall be accepted or
rejected by the General  Partner  within thirty (30) days after their receipt by
the Escrow Agent.

     B. Upon the  receipt by the Escrow  Agent of orders for an amount  equal to
the Minimum  Offering  Amount,  the Escrow Agent shall  release the funds in the
escrow account to the Assignor Limited Partner which shall immediately  transmit
such funds to the Partnership.  Subsequent orders for Units that are accepted by
the General Partner shall be released from the escrow account and transmitted to
the  Partnership or returned to subscribers in accordance  with the  Prospectus.
Upon release of an Investor's  funds from the escrow account to the Partnership,
an Assigned  Limited  Partnership  Interest  shall be  credited to the  Assignor
Limited  Partner on the books and records of the  Partnership in respect of such
Unit and the  Assignor  Limited  Partner  shall  assign all of its  rights  with
respect to such  Assigned  Limited  Partnership  Interest to the Investor to the
extent  permitted by, and in accordance  with, the Agreement and applicable law.
The Assignor  Limited  Partner hereby agrees to exercise any and all rights with
respect  to such  Assigned  Limited  Partnership  Interest  as  directed  by the
Investor.

     C. Any interest  earned on moneys paid by Investors  during the period such
moneys are held in escrow by the Escrow  Agent shall be paid to the  Partnership
following  the release of orders and shall be  distributed  in  accordance  with
Section 4.5A hereof.  Persons whose orders for Units are rejected by the General
Partner shall be returned their moneys (and interest  earned thereon) within ten
(10) days after such rejection.

     D. No order for Units sold as part of the Offering  shall be accepted after
the  Termination  Date of the Offering.  If the General  Partner does not accept
orders  totalling an amount equal to the Minimum  Offering Amount on or prior to
twelve (12) months from the date of the Prospectus, the Escrow Agent

                                       A-9

<PAGE>

shall  promptly  return all moneys  deposited by  subscribers  together with any
interest earned on such moneys.

     E. For purposes of this  Agreement,  an Investor who acquires  Units in the
Offering  shall be  recognized  as an Investor with respect to such Units on the
date that such  Investor's  funds are  released  from the escrow  account to the
Partnership.

     Section 3.3 Partnership Capital

     A. Each Partner's and Investor's Capital Contribution shall be paid in cash
on or prior to the date of such  Partner's  admission to the  Partnership or the
date  of the  recognition  of the  Investor  on the  books  and  records  of the
Partnership.

     B.  Except to the  extent of any  interest  income  earned on an  Investors
Capital  Contribution  while it is held in escrow, and later distributed to such
Investor pursuant to Section 4.5A, no Partner or Investor shall be paid interest
on any Capital Contribution.

     C. Except as otherwise  provided in this Agreement,  no Partner or Investor
shall  have the right to  withdraw,  or  receive  any  return  of,  his  Capital
Contribution prior to December 31, 2040.

     D. Under circumstances  requiring a return of any Capital Contribution,  no
Partner shall have the right to demand or receive property other than cash.

     E. The Partnership  shall initially set aside Working Capital  Reserves for
contingencies  related to ownership of the  Properties  in an amount equal to at
least 3% of the Gross Proceeds of the Offering.  If in any fiscal  quarter,  the
General Partner  determines that the Working Capital Reserves of the Partnership
are in excess of the amount deemed  sufficient in connection  with the ownership
of the Properties  and that such Working  Capital  Reserves may be reduced,  the
amount of such  reduction may be  distributed to the Partners and Investors as a
portion of the  Partnership's  Net Cash Flow.  Upon the Sale or disposition of a
Property,  any Working  Capital  Reserves  maintained  for such  Property may be
distributed,  in the General Partner's discretion,  to Partners and Investors or
applied as Working Capital Reserves for other Properties.

     Section 3.4 Liability of Partners and Investors

     A. Except as provided in Section  17-607 of the Act, or in Section 3.1 with
respect to the Subordinated  Limited Partner, the Limited Partners and Investors
shall be liable only to pay their Capital  Contributions  and no Limited Partner
or Investor will be personally liable for the debts, liabilities,  contracts, or
other obligations of the Partnership.

     B. Except as set forth in 3.4A,  no Limited  Partner or  Investor  shall be
required to lend any funds to the Partnership or, after his Capital Contribution
has  been  fully  paid,  to  make  any  further  capital   contribution  to  the
Partnership, nor shall any Limited Partner or Investor be liable for or have any
obligation to restore any negative balance in his Capital Account.

     C. Subject to the provisions of Sections 3.1 and 5.9 of this Agreement, the
General  Partner shall not have any personal  liability for the repayment of the
Capital  Contribution or the Preferred Return of any Limited Partner or Investor
or be required to repay to the  Partnership  all or any portion of any  negative
balance of the Capital Accounts of the Limited Partners or the Investors.

                                   ARTICLE IV

                 ALLOCATIONS, DISTRIBUTIONS AND APPLICABLE RULES

     Section 4.1 Allocation of Profit or Loss from a Sale

     A.  Profit  from any Sale (and  Profit  from any deemed  Sale  pursuant  to
Section 4.5) shall be allocated in the following order of priority:

     (i) First,  if one or more Investors or Partners has a negative  balance in
his Capital  Account,  to such  Investors or Partners,  in  proportion  to their
negative Capital Accounts, until all such Capital Accounts have zero balances;

                                      A-10

<PAGE>

     (ii) Second,  99% to the Investors and 1% to the General  Partner until the
Capital  Account of each  Investor is equal to the sum of his  Adjusted  Capital
Balance plus his unpaid Preferred Return, if any;

     (iii) Third, to the Subordinated Limited Partner, an amount of Profit equal
to the amount of Net Proceeds from such Sale to which the  Subordinated  Limited
Partner is entitled to receive pursuant to Section  4.2A(iii) or would have been
entitled to receive if the Sale  Proceeds were  distributed  pursuant to Section
4.2A rather than Section 4.2B, and

     (iv) Fourth,  any remaining  Profit shall be allocated 99% to the Investors
and 1% to the General Partner.

     B. Loss from any Sale (and Loss from any deemed  Sale  pursuant  to Section
4.5) shall be allocated 99% to the Investors and 1% to the General Partner.

     C. All Profit or Loss allocated pursuant to Section 4.1 hereof with respect
to any Unit which is transferred  during a taxable year of the Partnership shall
be allocated to the Persons  recognized (in accordance  with Section 7.4 hereof)
as Investors as of the first business day of the month that includes the date on
which the Sale occurs; provided,  however, that all such Profit or Loss which is
attributable  to an installment or other deferred Sale shall be allocated to the
Persons  recognized (in  accordance  with Section 7.4 hereof) as Investors as of
the first business day of the month that includes the date on which the deferred
Net Proceeds from such Sale are received by the  Partnership,  and the allocable
cash basis items with  respect  thereto  shall be  allocated  as required  under
Section 706(d) of the Code and the Income Tax Regulations thereunder.

     Section 4.2 Distribution of Net Proceeds of Sale or Financing

     A. Upon a Financing and upon a Sale that does not  constitute a Sale of all
or substantially all of the Properties,  Net Proceeds from the Financing or Sale
shall be distributed, credited and applied in the following order of priority:

     (i) First,  99% to the Investors in proportion to their  respective  unpaid
Preferred Returns and 1% to the General Partner until each Investor has received
an amount equal to his unpaid Preferred Return, if any.

     (ii)  Second,  99% to the  Investors  in  proportion  to  their  respective
Adjusted  Capital Balances and 1% to the General Partner until each Investor has
received an amount equal to his Adjusted Capital Balance.

     (iii) Third,  except as provided in Section 4.2D below,  any  remaining Net
Proceeds of Sale or Financing shall be distributed  90% to the Investors,  9% to
the Subordinated Limited Partner, and 1% to the General Partner.

     B.  Upon  the  Sale  of all or  substantially  all of the  Properties,  Net
Proceeds  from the Sale shall be allocated to the  Partners  and  Investors,  in
proportion to their positive  Capital  Accounts,  after the allocation of Profit
and Loss  pursuant to Sections  4.1A and 4.1B,  until all such Capital  Accounts
have been reduced to zero.

     C. All Net Proceeds of Sale or Financing  distributable with respect to any
Unit which is  transferred  during a taxable  year of the  Partnership  shall be
distributed to the Persons recognized (in accordance with Section 7.4 hereof) as
Investors as of the first  business  day of the month that  includes the date on
which the Sale or Financing  occurs;  provided,  however,  that all Net Proceeds
from a Sale received by the  Partnership  as a result of an installment or other
deferred Sale shall be distributed to the Persons recognized (in accordance with
Section 7.4 hereof) as Investors as of the first  business day of the month that
includes the date on which the deferred Net Proceeds from a Sale are received by
the Partnership.

     D. To the  extent  in any  fiscal  year the  Subordinated  Limited  Partner
receives a distribution pursuant to Section 4.2A(iii) in excess of the amount of
Profit  allocated  to the  Subordinated  Limited  Partner  pursuant  to  Section
4.1A(iii), such excess shall constitute the equivalent of a "guaranteed

                                      A-11

<PAGE>

payment"pursuant  to Section  707(c) of the Code and the deduction  attributable
thereto  shall be specially  allocated 1% to the General  Partner and 99% to the
Investors.

     Section 4.3 Distribution of Net Cash Flow and Allocation of Profit and Loss
from  Operations

     A. Net Cash Flow shall be  distributed  99% to the  Investors and 1% to the
General  Partner.  The General Partner will endeavor to distribute Net Cash Flow
on a quarterly basis,  within  approximately  sixty (60) days after the close of
each calendar quarter.

     B. Profit and Loss from  Operations for each fiscal year shall be allocated
99% to the Investors and 1% to the General Partner.

     C. For each fiscal year, all Profit and Loss allocated  pursuant to Section
4.3B to the Investors  shall be allocated  among the Persons that are recognized
as Investors during such year by determining the Profit and Loss attributable to
each month during such year and by allocating the amount of such Profit and Loss
among Persons who are recognized as Investors on the books of the Partnership on
the first business day of such month.  The Profit or Loss  attributable  to each
month of the fiscal year shall be  determined by dividing the Profit or Loss for
such year by the number of days in such year, and then multiplying such per diem
amount by the number of days in each month.

     D. All Net Cash Flow  distributable  to the Investors  shall be distributed
among the Persons recognized as Investors on the books of the Partnership on the
first business day of the month in which the distribution occurs.

     E. Notwithstanding  Sections 4.3C and 4.3D, the Partnership shall adopt the
daily  proration  method of allocating  Profit and Loss among persons who become
Investors  pursuant  to a  closing  of the sale of the  Units on or  before  the
Termination Date of the Offering.  Accordingly, each Investor shall be allocated
Profit  and Loss  beginning  on the date he is  recognized  on the  books of the
Partnership.

     Section 4.4 Liquidation or Dissolution

     A. If the  Partnership  is liquidated  or dissolved,  the net proceeds from
such  liquidation,  as provided in Article VIII,  shall be distributed  first to
creditors,  including  Partners  who  are  creditors,  to the  extent  otherwise
permitted by law (whether by payment or by  establishment  of  reserves),  other
than liabilities for distributions to Partners and Investors,  and any remaining
net proceeds shall be  distributed in proportion to the Capital  Accounts of the
Partners and Investors,  determined  after the  allocations in Sections 4.IA and
4.IB.

     B. All distributions under this Section 4.4 shall be made by the end of the
taxable year of  liquidation of the  Partnership  or, within ninety (90) days of
the date of liquidation, whichever is later.

     Section 4.5 General and Special Rules

     A.  Except as  otherwise  provided  herein,  the  timing  and amount of all
distributions  shall be determined by the General Partner.  Notwithstanding  any
other provision of this  Agreement,  the General Partner shall have authority to
make the following  distributions  to certain of the  Investors:  First,  if the
Partnership  has  realized  a  savings  on  Sales  Commissions  payable  by  the
Partnership  with  respect to the  purchase of Units (as more fully set forth in
the Prospectus),  the General Partner shall make a distribution to such Investor
equal to the amount of such savings realized by the Partnership.  Second, if any
interest is earned on an  Investor's  Capital  Contribution  while it is held in
escrow pending recognition as an Investor under Article VII, such interest shall
be paid by the  Partnership  to such  Investor and Profit  attributable  to such
interest shall be allocated in the same manner.

     B. Subject to all of the special rules of this Section 4.5, if any property
or assets of the  Partnership  are  distributed  to the  Partners in kind,  such
property or assets  first shall be valued on the basis of the fair market  value
thereof  to  determine  the  Profit or Loss that  would  have  resulted  if such
property  or  assets  had been  sold,  and then  such  Profit  or Loss  shall be
allocated  as  provided  Section  4.1A and Section  4.1B,  and shall be properly
credited or charged to the Capital  Accounts in accordance  with Income Tax Reg.
ss.1.704-1(b)(2)(iv)(e) or any successor provision thereto. Any Partner entitled
to any
                                      A-12

<PAGE>

interest  in  such   property  or  assets  shall  receive  such  interest  as  a
tenant-in-common  with all other Partners so entitled.  The fair market value of
such  property or assets shall be  determined  by an  independent  appraiser who
shall be selected by the General  Partner.  This Section 4.5B governs income tax
consequences  only  and  shall  not be  read or  construed  as  authorizing  the
distribution in kind of property or assets of the Partnership.

     C.  Notwithstanding  Sections 4.1 and 4.3 hereof,  if an allocation of Loss
(or item  thereof) to an Investor  or Partner,  other than the General  Partner,
would  cause or  increase  a deficit  balance in his or its  Capital  Account in
excess of his proportionate share of Minimum Gain (such excess being referred to
hereafter  as  the  "Excess  Deficit  Balance"),   plus,  in  the  case  of  the
Subordinated  Limited  Partner,  any amount which it agrees to contribute to the
capital of the  Partnership  pursuant to Section 3.1, then the allocation  shall
not be made to such  Investor or Partner.  Instead,  such Loss (or item thereof)
shall be allocated first to the Partners and Investors  having positive  Capital
Accounts,  in  proportion  to such  positive  Capital  Accounts,  until all such
positive Capital Accounts have been reduced to zero, and any additional Loss (or
item thereof) shall be allocated to the General Partner.  For purposes of making
the  determination  set forth above,  each Investor's and each Partner's Capital
Account  balance  shall  be  reduced  by  reasonably  expected   allocations  or
adjustments  of loss (or item thereof)  including  Loss from a Sale under Income
Tax Regulation ss.ss.1.704-1(b)(2)(ii)(a)(4) and (5), and by reasonably expected
distributions  to the extent not offset by reasonably  expected  Capital Account
increases  ("Account Reduction Items").  For purposes of calculating  reasonably
expected Capital Account increases,  the value of the Partnership's assets shall
be presumed to be equal to their adjusted basis for federal income tax purposes.

     D.  Notwithstanding  Sections 4.1 and 4.3 hereof, in accordance with Income
Tax Regulation  ss.ss.1.704-1(b)(2)(ii)(a) and 1.704-1(b)(4)(iv)(e),  (i) if, in
any fiscal  year of the  Partnership,  an Account  Reduction  Item  unexpectedly
causes or increases an Investor's or Partner's Excess Deficit  Balance,  or (ii)
if there is a net  decrease  in Minimum  Gain  during a taxable  year,  then all
Investors  or Partners  with an Excess  Deficit  Balance at the end of such year
shall be specially  allocated Profit and, to the extent necessary,  gross income
(as  defined in Section  61 of the Code) to the  extent of such  Excess  Deficit
Balances,  in  proportion  to the Excess  Deficit  Balance of each  Investor  or
Partner.  Any  remaining  Profit  or Loss,  after  adjustment  has been made for
allocation of income or gain  pursuant to this Section 4.5D,  shall be allocated
in  accordance  with Sections 4.l and 4.3 hereof.  The General  Partner shall be
authorized  to  interpret  and apply  this  Section  4.5D so as to  satisfy  the
requirements   of   Income   Tax   Regulation   ss.ss.1.704-1(b)(2)(11)(d)   and
1.704-,1(b)(4)(iv)(e) and any successor provisions.

     E. Any special  allocations  of Profit,  Loss or gross income under Section
4.5D shall be taken into account in computing  subsequent  allocations of Profit
or Loss, so that to the extent possible, the aggregate amounts of Profit or Loss
allocated to each  Partner or Investor  will be equal to the  aggregate  amounts
that would have been allocated to them in the absence of the unexpected  Account
Reduction Items.

     F. In the event that any Investor  fails to furnish to the General  Partner
evidence,   in  form  and  substance   satisfactory  to  the  General   Partner,
establishing  that the General  Partner has no obligation  under Section 1445 of
the Code with respect to such Investor to withhold and pay over an amount to the
Internal  Revenue  Service,  the General  Partner  may, in its sole  discretion,
withhold  with  respect  to such  Investor  the amount it would be  required  to
withhold  pursuant to Section 1445 of the Code if such  Investor were not a U.S.
Person,  and any amount so  withheld  shall be treated as a  distribution  under
Sections 4.2 or 4.3 of this Agreement,  as the case may be, and shall reduce the
amount otherwise distributable to such Investor thereunder.  Alternatively,  the
General  Partner may at its option loan the  Investor an amount equal to the tax
to be withheld (at an interest rate equal to the Escrow Agent's announced "prime
rate" plus two  percentage  points),  such loan to be repaid by  retaining  such
Investor's  distributions.  In addition,  the General  Partner is  authorized to
withhold from any distribution  made to an Investor the amount of tax paid or to
be paid by the  Partnership  under Section 1446 of the Code with respect to such
Investor.

                                      A-13

<PAGE>

     G.  Notwithstanding  anything  to the  contrary  that may be  expressed  or
implied in this  Agreement,  if at any time the  allocation  provisions  of this
Article IV do not result in the allocation to the General Partner of at least 1%
of the Profit or Loss being allocated, the General Partner shall be allocated 1%
thereof.

     H. It is the  intent  of the  General  Partner  that  each  Investor's  and
Partner's  distributive  share of  Profit  and  Loss  shall  be  determined  and
allocated in accordance with this Article IV to the fullest extent  permitted by
Sections 704(b) and 706 of the Code. Therefore, if the Partnership is advised by
the  Accountants  or the  Partnership's  legal  counsel,  that  the  allocations
provided  in Article IV of this  Agreement  are  unlikely  to be  respected  for
federal income tax purposes,  the General  Partner has been granted the power in
Section 12.11.B hereof to amend the allocation provisions of this Agreement,  on
advice of the  Accountants or the  Partnership's  legal counsel,  to the minimum
extent  necessary to conform to Sections  704(b) and 706 of the Code the plan of
allocations and distributions of Profit and Loss, Net Cash Flow and Net Proceeds
of Sale or Financing provided in this Agreement.

     I.  Notwithstanding  any other  provision  of this  Agreement,  the General
Partner may, after giving ninety (90) days prior  Notification to the Investors,
(i) adopt any other method for determining,  in the event of transfers of Units,
the Investors  entitled to distributions of Net Cash Flow or Net Proceeds from a
Sale or Financing that the General  Partner,  subject to the review and approval
of the Accountants,  determines is reasonable,  and (ii) allocate Profit or Loss
among the Investors during the taxable year in any other manner that the General
Partner,  determines  satisfies the requirements of Section 706 of the Code, but
only to the extent such allocation of Profit and Loss  incorporates  the minimum
changes  required to comply with such  section and is supported by an opinion of
counsel to the Partnership.

     J.  Allocations and  distributions to Investors as a class shall be made to
each Investor  entitled to such allocation or distribution  based upon the ratio
of the number of Units owned by each such  Investor to the number of Units owned
by all Investors entitled to such allocation or distribution.

     K. In  accordance  with  Section  704(c)  of the  Code and the  Income  Tax
Regulations   thereunder,   income,   gain,   loss,  and  deduction   (including
depreciation)  with  respect to any property  contributed  to the capital of the
Partnership  shall be allocated  among the  Investors and Partners so as to take
account of any  variation  between the  adjusted  basis of such  property to the
Partnership  for federal  income tax  purposes  and its fair market value on the
date of  contribution.  In the event the value at which  Partnership  assets are
carried on its balance sheet  maintained  under the terms of this  Agreement are
adjusted  pursuant  to  Income  Tax  Reg.  ss.1.704-1(b)(2)(iv)(f),   subsequent
allocations  of income,  gain,  loss and  deduction  with respect to such assets
shall take account of any variation between the adjusted basis of such asset for
federal  income tax purposes and the value  carried on such balance sheet in the
same manner as under Section  704(c) of the Code and the Income Tax  Regulations
thereunder.  Any elections or other decisions relating to such allocations shall
be made by the  General  Partner  in any manner  that  reasonably  reflects  the
purpose and intention of this  Agreement.  Allocations  pursuant to this Section
are solely for purposes of federal,  state and local taxes and shall not affect,
or in any way be taken into account in  computing,  any  Investor's or Partner's
Capital  Account or share of Profit,  Loss,  Net Cash Flow,  Net Proceeds from a
Sale,  Net Proceeds  from a Financing,  or other  distributions  pursuant to any
provision of this Agreement.

                                      A-14

<PAGE>

                                    ARTICLE V

                RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNER

     Section 5.1 Management and Control of the Partnership; Tax Matters Partner

     A.  Subject to the Majority  Vote of the  Investors  when  required by this
Agreement,  the General  Partner  shall have the  exclusive  right to manage and
control the business of the Partnership.

     B. No Limited  Partner or  Investor  (except  one who may also be a General
Partner,  and then only in his capacity as General Partner) shall have the right
to  participate in the control of the business of the  Partnership,  or have any
authority or right to act for or bind the Partnership.

     C. The General Partner is hereby  designated to serve as the  Partnership's
Tax  Matters  Partner and shall have all of the powers and  responsibilities  of
such position as provided in Sections 6221 et seq. of the Code.  All third party
costs and expenses  incurred by the General  Partner in performing its duties as
Tax Matters  Partner  shall be home by the  Partnership,  as shall all  expenses
incurred by the  Partnership  and/or the Tax Matters  Partner in connection with
any tax audit or tax-related administrative or judicial proceeding. Each Partner
and  Investor  shall be  responsible  for all costs  incurred by such Partner or
Investor with respect to any tax audit or tax related administrative or judicial
proceeding in connection  with such  Partner's or Investor's tax returns and all
costs incurred by any such Partner or Investor who participates in any tax audit
or  tax-related   administrative  or  judicial  proceeding  of  or  against  the
Partnership  or any  Partner.  Each Partner and  Investor  hereby (i)  expressly
authorizes  the Tax  Matters  Partner  to  enter  into any  settlement  with the
Internal  Revenue  Service with respect to any tax matter,  tax item, tax issue,
tax audit,  or judicial  proceeding,  which  settlement  shall be binding on all
Partners  and   Investors;   (ii)  waives  the  right  to   participate  in  any
administrative  or  judicial  proceeding  in  which  the  tax  treatment  of any
Partnership item is to be determined; and (iii) agrees to execute such consents,
waivers  or  other  documents  as the Tax  Matters  Partner  may  determine  are
necessary to  accomplish  the  provisions of this Section 5. 1C. The Tax Matters
Partner  shall have no liability to any Partner or Investor or the  Partnership,
and shall be indemnified by the  Partnership to the full extent provided by law,
for any act or  omission  performed  or  omitted  by it within  the scope of the
authority  conferred on it by this  Agreement,  except for acts of negligence or
for damages arising from any  misrepresentation or breach of any other agreement
with the  Partnership.  The  liability  and  indemnification  of the Tax Matters
Partner  shall be  determined  in the same manner as is provided in Sections 5.9
and 5.10 hereof.

     Section 5.2 Authority of General Partner

     A.  Except to the extent  otherwise  provided  herein,  including,  without
limitation, Sections 5.3A, 5.4 and 5.5, the General Partner for, and in the name
of, and on behalf of, the Partnership is hereby authorized:

     (i) to  enter  into any kind of  activity  and to  perform  and  carry  out
contracts of any kind necessary to, or in connection  with, or incidental to the
accomplishment  of the purposes of the  Partnership,  so long as said activities
and contracts may be lawfully  carried on or performed by a limited  partnership
under applicable laws and regulations;

     (ii) to engage  Persons,  including a Sponsor as provided in Article IX, to
provide  services  or goods to the  Partnership,  upon such terms as the General
Partner deems fair and reasonable  and in the best interest of the  Partnership,
provided,  however,  that, as to services or goods provided by a Sponsor (except
for those services for which compensation is specifically authorized in Sections
9.1 and 9.2 of this  Agreement),  (a) the goods or services must be necessary to
the prudent  operation of the Partnership,  (b) the  compensation,  price or fee
must be equal to either (1) the lesser of (A) the cost of such services or goods
to such Sponsor or (B) ninety percent (90%) of the competitive  price that would
be charged by non-affiliated  persons or entities  rendering similar services in
the same or comparable  geographic  location or (C) ninety  percent (90%) of the
compensation,  price or fee  charged by such  Sponsor for  rendering  comparable
services or selling or leasing  comparable goods on competitive  terms or (2) if
at  least  ninety-five  percent  (95%)  of gross  revenues  attributable  to the
business of rendering such services or selling or leasing such

                                      A-15

<PAGE>

goods  are  derived  from  persons  or  entities  other  than  Affiliates,   the
compensation, price or fee charged by any non-affiliated persons or entities who
is  rendering  comparable  services  or selling or leasing  comparable  goods on
competitive  terms in the same geographic  location;  (c) all such  transactions
shall be embodied in a written contract that precisely describes the services or
goods to be provided and the compensation to be paid, which contract may only be
modified by the Majority Vote of the Investors,  and which contract shall permit
termination  without  penalty  on sixty  (60)  days  notice;  (d) the  goods and
services to be provided and the written contract referred to in subparagraph (c)
above and the  compensation  and  other  terms of such  contracts  must be fully
disclosed in the Prospectus;  (e) the Sponsor must have been previously  engaged
in the business of rendering  such  services or selling or leasing such goods as
an ordinary and ongoing  business for a period of at least three years;  (f) the
Sponsor must receive at least  thirty-three  percent (33%) of gross revenues for
such goods or services from persons or entities other than  Affiliates;  and (g)
except   for   those   services   to  be   provided   pursuant   to   Subsection
5.2(A)(ii)(a)-(f) above and under agreements providing the compensation referred
to in Sections 9.1 and 9.2 of this Agreement,  any additional goods and services
provided  by  a  Sponsor   will  be  provided   only  (1)  under   extraordinary
circumstances,  (2) if the  compensation,  price or fee is competitive  with the
compensation,  price or fee of any  non-affiliated  persons or  entities  who is
rendering  comparable  services  or  selling  or  leasing  comparable  goods  on
competitive   terms  which  could  not  reasonably  be  made  available  to  the
Partnership,  (3) if  the  fees  and  other  terms  of the  contract  are  fully
disclosed,  (4) if the Sponsor has been  previously  engaged in the  business of
rendering such services or selling or leasing such goods,  independently  of the
Partnership and as an ordinary and ongoing business,  (5) if the compensation to
be paid to the Sponsor  equals the lesser of the cost of such  services or goods
to such Sponsor or ninety percent (90%) of the  competitive  price that would be
charged  by  non-affiliated  persons or  entities  rendering  similar  types and
quality of services in the same or comparable geographic  locations,  (6) and if
there is compliance with Subsection 5.2(A)(ii)(a) and (c) above;

     (iii) to acquire by lease or purchase,  improve,  develop,  own, construct,
finance,  maintain,  mortgage, lease or exchange incident to a tax-free swap any
real estate and any personal property necessary, convenient or incidental to the
accomplishment of the purposes of the Partnership, including without limitation,
any Property;

     (iv) to grant  options  with  respect  to,  sell,  convey,  or  assign  any
Partnership  Property or any other real estate or personal  property  necessary,
convenient  or  incidental  to  the   accomplishment  of  the  purposes  of  the
Partnership;

     (v) to execute any and all agreements, contracts, documents, certifications
and  instruments  necessary or convenient in  connection  with the  acquisition,
development,   construction,   management,  maintenance  and  operation  of  any
Partnership  Property,  including  without  limitation,  the Parking  Consulting
Agreement and the Leases;

     (vi) to borrow funds secured by any or all of the  Partnership  Properties;
to mortgage, pledge or otherwise hypothecate a portion or all of the Partnership
Properties in connection with such borrowings,  including without  limitation to
secure the same by deed of trust, mortgage,  security interest,  pledge or other
lien or  encumbrance  on any  Partnership  Property  or any other  assets of the
Partnership;  to borrow funds on the general credit of the Partnership; to issue
evidences of  indebtedness;  and to take any action and enter into any agreement
necessary or advisable in  connection  with such  borrowings;  such funds may be
borrowed from the General Partner,  the Consultant,  or any of their Affiliates,
banks, other institutional  lenders or private lenders, in order to complete the
investment of the Net Proceeds of the Offering,  to supplement  working  capital
reserves,  to make  distributions  to Investors,  for use in the business of the
Partnership or in furtherance of any or all of the purposes of the  Partnership,
including  without  limitation,  to repurchase  Units as long as such repurchase
does not materially impair the capital or operation of the Partnership;

     (vii) to repay in whole or in part, negotiate, refinance, recast, increase,
renew,  modify  or extend  any  secured,  or other  indebtedness  affecting  any
Property and in connection therewith to

                                      A-16

<PAGE>

execute  any  extensions,   renewals  or   modifications  of  any  evidences  of
indebtedness secured by deeds of trust, mortgages,  security interests,  pledges
or other encumbrances covering any Property or assets,  provided,  however, that
it is the Partnership's objective to acquire the Properties on an all-cash basis
and the General  Partner does not anticipate that it will be necessary to borrow
money to  acquire  the  Properties  (although  the  General  Partner  may obtain
financing and place mortgages on the Properties at a later date);

     (viii) to engage a person  (including a Sponsor or the  Consultant) to sell
any Property or assets or portions thereof upon such terms and conditions as are
deemed fair and reasonable by the General Partner and to be in the best interest
of the  Partnership,  and to pay  reasonable  compensation  for  such  services;
provided,  however,  that the total  compensation paid to all persons (including
the Consultant) shall be limited to a Competitive Real Estate Commission, not to
exceed six percent  (6%) of the contract  price for the Sale of any  Partnership
Property or assets, and, in addition,  if a Sponsor provides  substantial amount
of the  services in the sales  effort,  to pay the Sponsor up to one-half of the
Competitive Real Estate Commission, not to exceed 1.5%, provided,  however, that
the payment of such real estate  commission to the Sponsor shall be subordinated
to the payment to Investors of their Adjusted Capital Balance plus a six percent
(6%) annual cumulative  return; if the Sponsor  participates with an independent
broker  on  resale,  the  subordination  requirement  shall  apply  only  to the
commission earned by the Sponsor;

     (ix) to recognize transferees of Units as Investors and to admit substitute
Limited  Partners in accordance  with the terms  described in the Prospectus and
Article VII of this Agreement;

     (x) pending the investment of the  Partnership's  assets in the Properties,
to invest the Part- nership's assets in Interim Investments as determined by the
General  Partner in its sole  discretion  and to  similarly  invest the  Working
Capital Reserves;

     (xi)  to  purchase  and  cancel  or  otherwise  retire  or  dispose  of the
Partnership  Interests  or Units of any  Partner or  Investor  according  to the
provisions of this Agreement and as described in the Prospectus;

     (xii) to execute and deliver all documents necessary or appropriate (a) for
the sale of Units, including the Prospectus and filings under the Securities Act
of 1933 and any other  federal and state laws relating to the sale of securities
and (b) to file state and local income tax returns at the  Partnership  level on
behalf of the Investors and Partners;

     (xiii) to require  Investors to become Limited  Partners (in which case the
General  Partner  shall  have the  power to amend  this  Agreement  without  the
Majority  Vote of the  Investors)  and to take such other action with respect to
the manner in which  Units are being or may be  transferred  or traded as may be
necessary  or  appropriate  to preserve the tax status of the  Partnership  as a
partnership  for  federal  income  tax  purposes  and the tax  treatment  of the
Investors as Partners (but such action shall be taken only to the minimum extent
determined  advisable  pursuant  to an  opinion  of  Counsel  and only  with the
Majority Vote of Investors if the changes would adversely affect the Investors);

     (xiv) to take such steps  (including  amendment of this  Agreement)  as the
General Partner determines are advisable or necessary and will not result in any
material  adverse  effect on the economic  position of a majority in interest of
the  Investors  with  respect to the  Partnership  in order to preserve  the tax
status of the  Partnership as a partnership  for federal income tax purposes and
the tax treatment of the Investors as Partners,  including,  without limitation,
removing  the Units from public  trading  markets and imposing  restrictions  on
transfers of Units or Interests  (provided such restrictions on transfers do not
cause the Partnership's  assets to be deemed "plan assets" within the meaning of
ERISA) (but such action  shall be taken only to the  minimum  extent  determined
advisable  pursuant to an opinion of Counsel and only with the Majority  Vote of
Investors if the changes would adversely affect the Investors);

     (xv) to establish and maintain the Working  Capital  Reserves  described in
Section 3.3E;

                                      A-17

<PAGE>

     (xvi) to pay or reimburse any reasonable out-of-pocket expenses incurred by
the  General  Partner or any of its  Affiliates  in  connection  with any report
pursuant to Section 10.3,  provided that such payment or reimbursement shall not
exceed the lesser of (a) the cost of such  services  to the  General  Partner or
such Affiliate or (b) ninety percent (90%) of the amount the  Partnership  would
be required to pay to independent  parties for comparable report  preparation in
the same geographic  location and no profit shall be made by the General Partner
or any Affiliate in connection with any such report;

     (xvii) upon the Majority  Vote of the Investors to the matters set forth in
Sections 5.4A(xvi), 5.4A(xvii) or 5.4A(xviii), to take any actions to the extent
authorized  by the  Investors  to  facilitate  the  purposes  described  in such
sections, including, without limitation,  amendments to this Agreement to change
the dates upon which  transfers  of Units will be  recognized,  and the  General
Partner shall give prior written notice to the Investors of any such amendment;

     (xviii) to take such steps as the General Partner  determines are advisable
or necessary and will not result in any material  adverse effect on the economic
position  of a  majority  in  interest  of the  Investors  with  respect  to the
Partnership  to  restructure  the  Partnership  and its  activities  to obtain a
prohibited  transaction exemption from the Department of Labor or to comply with
any  exemption  in final plan asset  regulations  adopted by the  Department  of
Labor,  including,  but not limited to, establishing a fixed percentage of Units
permitted  to be held by  qualified  plans  or  other  tax-exempt  investors  or
discontinuing  sales to such  entities  after a given  date,  in the event  that
either the assets of the  Partnership  constitute  "plan assets" for purposes of
ERISA  or  the  transactions   contemplated   hereunder  constitute   prohibited
transactions under ERISA or the Code;

     (xix) invest in general  partnerships or joint ventures with non-Affiliates
that own or operate one or more particular properties if the Partnership,  alone
or together with any publicly  registered  Affiliate of the Partnership  meeting
the requirements of Subsection 5.2(A)(xx) below, acquires a controlling interest
in such general  partnership or joint venture,  but in no event shall  duplicate
fees be permitted.  For purposes of this  Subsection  5.2(A)(xix) and Subsection
5.2(A)(xxii) below,  "controlling  interest" means an equity interest possessing
the power to direct or cause the direction of the management and policies of the
general partnership or joint venture, including the authority to: (a) review all
contracts  entered into by the general  partnership  or joint  venture that will
have a  material  effect  on its  business  or  property;  (b)  cause  a sale or
refinancing  of the property or its interest  therein  subject in certain  cases
where required by the  partnership or joint venture  agreement,  to limits as to
time,  minimum  amounts  and/or a right of first  refusal  by the joint  venture
partner or consent of the joint venture  partner;  (c) approve budgets and major
capital  expenditures,  subject to a stated minimum amount; (d) veto any sale or
refinancing  of  the  property,  or,  alternatively,   to  receive  a  specified
preference on sale or  refinancing  proceeds;  and (e) exercise a right of first
refusal on any desired sale or refinancing  by the joint venture  partner of its
interest  in the  property  except for  transfer  to an  Affiliate  of the joint
venture partner.

     (xx) invest in general  partnerships  or joint ventures with other publicly
registered Affiliates of the Partnership ("Related Venturer") only if all of the
following  conditions  are  met:  (a) the  Partnership  and the  Affiliate  have
substantially identical investment objectives;  (b) there are no duplicate fees;
(c) the  compensation to the General Partner of the Partnership is substantially
identical  to that of the  general  partners  of the  Related  Venture;  (d) the
Partnership  and the  Affiliate  each has a right of first refusal to buy in the
event the other wishes to sell property held in the joint  venture;  and (e) the
investment of each of the Partnership and the Affiliate is on substantially  the
same terms and conditions;

     (xxi) invest in general  partnerships  or joint  ventures  with  Affiliates
other than  publicly  registered  Affiliates of the  Partnership  only under the
following  conditions:  (a) the  investment  is necessary to relieve the General
Partner or an Affiliate  from any  commitment  to purchase a property in its own
name  temporarily  to  facilitate  its  acquisition  by the  Partnership,  which
commitment was entered into prior to the Termination  Date of the Offering;  (b)
there are no

                                      A-18

<PAGE>

duplicate fees; (c) the investment of each entity is on  substantially  the same
terms and  conditions;  and (d) the  Partnership has a right of first refusal to
buy in the event the General  Partner or an  Affiliate  wishes to sell  property
held in the joint venture;

     (xxii)  Invest in general  partnerships  interests of limited  partnerships
only  under the  following  conditions:  (a) the  Partnership  alone or with any
publicly  registered  Affiliate of the Partnership  meeting the  requirements of
Subsection  5.2(A)(xx)  above,  acquires a "controlling  interest" as defined in
Subsection  5.2(A)(xix)  above; (b) there are no duplicate fees; (c) there is no
additional  compensation  beyond  that  permitted  by  Section  IV of the  NASAA
guidelines as in effect in September, 1990 (the "NASAA Guidelines"); and (d) the
Partnership complies with Section V of the NASAA Guidelines; and

     (xxiii)   Invest  in  limited   partnership   interests  of  other  limited
partnerships  (the  "Lower-Tier  Partnerships")  only  if all  of the  following
conditions are met:

     (a) If the general  partner of the  Lower-Tier  Partnership is a Sponsor of
the  Partnership:

     (1) the Partnership shall not invest in such Lower-Tier  Partnership unless
the partner- ship agreement of the Lower-Tier  Partnership  contains  provisions
complying with Section IX.F of the NASAA Guidelines and provisions acknowledging
privity  between  the  Lower-  Tier   Partnership's   general  partner  and  the
Unitholders; and

     (2)  compensation  payable in the aggregate  from both  partnership  levels
shall not exceed the amounts permitted under Section IV of the NASAA Guidelines.

     (b) If the general  partner of the Lower-Tier  Partnership is not a Sponsor
of the Partnership:

     (1) the Partnership shall not invest in the Lower-Tier  Partnership  unless
the  partnership  agreement of the Lower-Tier  Partnership  contains  provisions
complying  with Sections  II.E.  and F.;  VII.A.-D.,H.  and J., and IX.C. of the
NASAA  Guidelines;  and

     (2)  compensation  payable  at both  tiers  shall not  exceed  the  amounts
permitted under Section IV of the NASAA Guidelines.

     (c) Each  Lower-Tier  Partnership  shall have as its limited  partners only
publicly  registered  partnerships;  provided,  however,  that  special  limited
partners not  affiliated  with the Sponsor  shall be permitted if the  interests
taken result in no  diminution in the control  exercisable  by the other limited
partners.

     (d) No investment may be structured with more than two  partnership  tiers.

     (e) Duplicate fees shall be prohibited.

     (f) Notwithstanding anything herein to the contrary,  Unitholders can, upon
the  vote of the  majority  in  interest  of the  Unitholders  and  without  the
concurrence  of the  Sponsors,  direct the  General  Partner of the  Partnership
(acting on behalf of the  Partnership) to take any action permitted to a limited
partner (e.g., the Partnership) in the Lower-Tier Partnership.

     (g) The  Partnership's  prospectus must fully and prominently  disclose the
two-tiered arrangement and any risks related thereto.

     B. Any person dealing with the  Partnership or the General Partner may rely
upon a certificate signed by the General Partner, as to: (i) the identity of any
General Partner or any Limited  Partner;  (ii) the existence or non-existence of
any fact or facts that  constitute  conditions  precedent to acts by the General
Partner or in any other  manner are germane to the  affairs of the  Partnership;
(iii) the Persons who are  authorized  to execute and deliver any  instrument or
document  of  the  Partnership;  or  (iv)  any  act  or  failure  to  act by the
Partnership or as to any other matter  whatsoever  involving the  Partnership or
any Partner.

                                      A-19

<PAGE>

     Section 5.3 Authority of Investors

     A. By the  Majority  Vote of the  Investors,  the  Investors,  without  the
consent of the General Partner, may:

     (i) amend this Agreement; provided that such amendment (a) shall not in any
manner  allow the  Investors  to take part in the  control of the  Partnership's
business in a manner which would  subject them to liability as general  partners
under the Act or any  other  applicable  law,  and (b) shall  not,  without  the
consent of the General Partner affected,  alter the rights, powers, or duties of
the  General  Partner or its  interest  in Profit and Loss,  Net Cash Flow,  Net
Proceeds of Sale or  Financing,  or alter any of the  provisions  of Section 8.2
hereof;

     (ii) dissolve or terminate the  Partnership  prior to the expiration of its
term;

     (iii) remove the General Partner and,  pursuant to Section 6.2, elect a new
General Partner;

     (iv) approve or disapprove of the Sale of all or  substantially  all of the
Partnership Property; or

     (v) terminate,  upon 60 days notice,  any contract  between the Partnership
and the General Partner or any Affiliate thereof.

     B. Any action  taken  pursuant  to  Section  5.3A  hereof  shall be void ab
initio,  if prior to or within  sixty (60) days  after such vote  either (i) the
Partnership shall have received an opinion of counsel, which counsel is approved
by the  Majority  Vote of the  Investors,  that such  action may not be effected
without  subjecting the Investors to liability as general partners under the Act
or under  the laws of such  other  jurisdiction  in which the  Partnership  owns
properties or is doing business, or (ii) a court of competent jurisdiction shall
have  entered a final  judgment to the  foregoing  effect.  For purposes of this
paragraph, counsel will be deemed approved by the Majority Vote of the Investors
if proposed by the General Partner and affirmatively  approved in writing within
thirty  (30)  days;  provided,  that  if  the  holders  of 10%  or  more  of the
outstanding Units proposed counsel for this purpose,  such proposed counsel, and
not counsel proposed by the General Partner shall be submitted for such approval
by the Investors.  The existence of such an opinion of counsel or court judgment
with respect to a particular  contemplated  Partnership  action shall not affect
the rights of the Investors to vote on other future  actions or the existence of
such rights.  If the opinion of counsel or court judgment  referred to above has
not been  obtained  the vote  shall  proceed  as  scheduled  and it shall not be
delayed or postponed for any reason except as otherwise permitted by the Act.

     Section 5.4 Restrictions on Authority

     A. The  General  Partner  and its  Affiliates  shall have no  authority  to
perform any act in violation of any applicable  laws or regulations  thereunder,
nor shall the General Partner as such have any authority:

     (i) to  purchase  or  acquire  property  other  than  as  described  in the
Prospectus or to invest more than 10% of the Proceeds  available for  investment
of the Offering in unimproved, non-income producing property;

     (ii) except as  permitted  in this  Agreement,  to do an act required to be
approved by the Investors under the Act;

     (iii) to reinvest in  Properties  any Net Cash Flow or Net Proceeds  from a
Sale or Financing;

     (iv)  except  with  respect  to the  Interim  Investments,  to invest in or
underwrite  securities of any type or kind for any purpose,  or make investments
other than in the Properties and the operations related and incidental thereto;

     (v) to do any act in contravention of this Agreement;

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

                                      A-20

<PAGE>

     (vii) to confess a judgment against the Partnership;

     (viii) to offer Interests or Units in exchange for property;

     (ix)to possess any property,  or assign the  Partnership's  rights in same,
for other than the exclusive use of the Partnership;

     (x) to  operate  in such a manner  as to be  classified  as an  "investment
company" under the meaning of the Investment Company Act of 1940;

     (xi) to purchase or lease any  property  from or sell or lease  property to
the General  Partner,  its Affiliates or any program or partnership in which the
General Partner or its Affiliates have any interest  (provided  however that the
General  Partner or an Affiliate  (but not a program or partnership in which the
General  Partner or an Affiliate has an interest) may purchase a Property in its
own name (and assume loans in connection  therewith) and temporarily  hold title
thereto (but in no event  purchase a Property  held for a period in excess of 12
months prior to the date of the Prospectus), for the purpose of facilitating the
acquisition of the Property, or the borrowing of money or obtaining of financing
for the  Partnership,  or any  other  purpose  related  to the  business  of the
Partnership,  provided that the Property is purchased by the  Partnership  for a
price  no  greater  than  the  cost  of  the  Property  to the  Sponsor,  except
compensation in accordance with the NASAA  Guidelines,  and provided there is no
difference  in interest  rates of the loans  secured by the Property at the time
acquired by the Sponsor and the time acquired by the Partnership,  nor any other
benefit arising out of such  transaction to the Sponsor apart from  compensation
otherwise  permitted  under  the  NASAA  Guidelines;   accordingly,  all  income
generated  and  expenses  associated  with  the  Property  shall be  treated  as
belonging  to the  Partnership;  the  Sponsor  shall not sell a Property  to the
Partnership  pursuant  to this  section  5.4.A(xi)  if the cost of the  Property
exceeds the funds  reasonably  anticipated to be available to the Partnership to
purchase the Property;  if the cost of the Properties acquired by the Sponsor on
behalf of the  Partnership  exceeds  Partnership  funds  available,  the General
Partner shall determine the Properties to be acquired by the  Partnership  based
solely upon fulfilling the  Partnership's  objectives of obtaining a diversified
portfolio  of  Properties  believed to have  significant  future  potential  for
eventual sale as development sites;

     (xii) to admit a Person as a General  Partner,  except as  provided in this
Agreement;

     (xiii) to admit a Person  as an  Investor  or  Limited  Partner,  except as
provided in this Agreement;

     (xiv) to create a total indebtedness  incurred by the Partnership in excess
of 50% of the fair market value of the assets of the Partnership at the time the
debt is incurred as determined by an independent appraisal;  provided,  however,
that the foregoing term  "indebtedness"  shall include the principal of any loan
together  with any  interest  that may be deferred  pursuant to the terms of the
loan  agreement  which  exceeds  5% per annum of the  principal  balance of such
indebtedness  (excluding contingent  participations in income or appreciation in
the value of the property) and shall  exclude any  indebtedness  incurred by the
Partnership for necessary working capital;

     (xv) make  loans of any kind,  except to the extent of  receiving  purchase
money obligations in connection with the Sale of any Property;

     (xvi)  without the Majority Vote of the  Investors,  to cause or facilitate
the  merger  or  consolidation  of  the  Partnership  with  other  partnerships,
including,  but not limited to, mergers or consolidations in which the Investors
receive in exchange for their Units interests in the surviving entity,  with the
objective  of listing the  interests  of the  surviving  entity on a national or
regional  securities-exchange  or NASDAQ  (provided  that no Units  owned by the
General Partner or its Affiliates shall be entitled to vote with respect to such
transaction);

     (xvii)  subject  to  Section  7.2.A,  without  the  Majority  Vote  of  the
Investors,  to list the Units on a securities exchange or enable the Units to be
traded in the over-the-counter market, or otherwise facilitate the establishment
of a market  for the  trading  of Units,  or  (except  as set  forth in  Section
5.2A(xiv)) to withdraw the Units from such listing;

                                      A-21

<PAGE>

     (xviii)  without the Majority Vote of the  Investors,  to  restructure  the
Partnership  as a real estate  investment  trust ("REIT") for federal income tax
purposes; or

     (xix) to obtain  mortgage  financing  which is not fully amortized over not
more than 30 years or which  requires  balloon  payments  due sooner  than seven
years  from  the  date the  Partnership  acquires  the  Property  securing  such
financing;  provided,  however,  that the  foregoing  do not apply to  financing
representing 25% or less of the purchase price of the Properties  acquired or to
interim  financing.  B. The General Partner shall not take any action which, for
federal tax purposes, shall cause the

     Partnership  to terminate or to be treated as an  association  taxable as a
corporation.

     Section 5.5  Authority  of  Partners  and  Affiliated  Persons to Deal with
Partnership

     A. The  General  Partner  may,  for,  in the name of, and on behalf of, the
Partnership,  acquire  property from,  borrow money from, enter into agreements,
contracts or the like (in addition to those set forth herein) with, or reimburse
for  reasonable   out-of-pocket   expenses   incurred  in  connection  with  the
preparation  of  reports  by,  any  Sponsor  in  an  independent   capacity,  as
distinguished from such capacity (if any) as a Sponsor,  as if such Sponsor were
an independent contractor;  provided,  however, that any such agreement shall be
subject to the conditions set forth in Section 5.2A(ii) herein.

     B. Neither the General  Partner nor any  Affiliate  thereof  shall have the
authority:

     (i) to receive any compensation,  fee or expense not otherwise permitted to
be paid to it under the terms of this Agreement or the Prospectus;

     (ii) to cause the  Partnership  to acquire a Property,  or to grant options
with respect to, sell,  convey, or assign such Property to the Consultant or the
Parking Lot Operator,  without first having obtained an appraisal  prepared by a
competent, independent appraiser which supports the real property acquisition or
sale by the Partnership;

     (iii) to commingle the Partnership's  funds with those of any other Person,
or to invest any of the Net Proceeds of the Offering in junior mortgages, junior
deeds  of  trust  or  other  similar  obligations,  except  that  funds  of  the
Partnership may be temporarily retained by agents of the Partnership pursuant to
contracts  for the  rendering of services to the  Partnership  by such agents or
held in  accounts  established  and  maintained  for the  purpose  of making the
Interim Investments and/or computerized disbursements;

     (iv) to cause the Partnership to lend money or other\ assets to the General
Partner or any  Affiliate  thereof;  (v) to grant to the General  Partner or any
Affiliate  thereof  an  exclusive  listing  for the  Sale of any  assets  of the
Partnership;  (vi) to receive any rebate or give-up,  or to  participate  in any
reciprocal business arrangement with the General Partner or an Affiliate thereof
which would circumvent the provisions of this Agreement or the NASAA Guidelines;

     (vii)  to  cause  the  Partnership  to  acquire  a  Property  that is under
construction   without   completion  bonds,  fixed  price  guarantees  or  other
satisfactory arrangements; or

     (viii) to cause the Partnership to pay directly or indirectly, a commission
or  fee  (except  as  provided  under  Section  5.2.A.(viii))  to a  Sponsor  in
connection with the distribution of the proceeds of the Sale or Financing of the
Properties.

     C. If a loan is made to the Partnership by the General Partner, the General
Partner  may not receive  interest  or similar  charges or fees in excess of the
amount which would be charged by unrelated  lending  institutions  on comparable
loans for the same purpose,  in the same locality of the property if the loan is
made in connection with a particular  property.  No prepayment charge or penalty
shall be required by the General Partner on a loan to the Partnership secured by
either a first or a junior or all-inclusive  trust deed, mortgage or encumbrance
on the property, except to the extent

                                      A-22

<PAGE>

that such  prepayment  charge  or  penalty  is  attributable  to the  underlying
encumbrance.  Notwithstanding  the  foregoing,  the  General  Partner  shall not
provide Financing to the Partnership.

     Section 5.6 Duties and Obligations of the General Partner

     A. The  General  Partner  shall take all action  that may be  necessary  or
appropriate (i) for the continuation of the Partnership's existence as a limited
partnership  under the Act (and  under the laws of each  other  jurisdiction  in
which such  existence  is  necessary  to protect  the limited  liability  of the
Investors and the Limited  Partners or to enable the  Partnership to conduct the
business in which it is  engaged),  and (ii) for the  acquisition,  maintenance,
preservation  and operation of the Properties in accordance with the Prospectus,
the  provisions  of this  Agreement and  applicable  laws and  regulations.  The
General  Partner shall devote to the  Partnership  such time as may be necessary
for the proper  performance  of its duties  hereunder,  but  neither the General
Partner nor any of its  Affiliates  shall be expected to devote its full time to
the performance of such duties. The General Partner or its Affiliates may act as
general or  managing  partners  for other  partnerships  engaged  in  businesses
similar to that  conducted by the  Partnership.  Nothing  herein shall limit the
General Partner or its Affiliates from engaging in any such business activities,
or any other activities  which may be competitive  with the Partnership  (unless
such competitive activity would have a material adverse effect upon the business
of the Partnership).

     B. The General Partner shall at all times conduct its affairs,  the affairs
of all its Affiliates  and the affairs of the  Partnership in such a manner that
no Limited Partner or Investor (except a Limited Partner or Investor who is also
a General Partner) will have any personal liability for Partnership debts except
as otherwise set forth herein and in the Prospectus.

     C. The General  Partner  shall  prepare or cause to be prepared,  and shall
file, on or before the due date (or any extension thereof),  any federal,  state
or local  tax  returns  required  to be filed by the  Partnership.  The  General
Partner shall cause the  Partnership to pay any taxes payable by the Partnership
to the extent same are not payable by any other party. Prior to the commencement
of the  Offering,  the  General  Partner  shall  have a net  worth  of at  least
$500,000, and at all times during the Offering and thereafter during the term of
the Partnership, the General Partner shall have and will use its best efforts to
maintain  a net  worth  equal to at least (i) 10% of the  Capital  Contributions
until  $10,000,000 of Capital  Contributions  have been raised,  (ii) $1,000,000
thereafter until $20,000,000 of Capital Contributions have been raised and (iii)
5%  of  the  Capital  Contributions  thereafter  until  $25,000,000  of  Capital
Contributions  have  been  raised,  or such  other  minimum  net worth as may be
necessary  or  appropriate  in  accordance  with the  advice of  counsel  to the
Partnership  (such net worth in each  instance  to be  exclusive  of the General
Partner's interest in the Partnership and any notes and accounts receivable from
or notes and accounts payable to the Partnership).

     D. The General  Partner shall cause to be obtained and kept in force during
the term hereof, fire and extended coverage, workmen's compensation,  and public
liability  insurance in favor of the Partnership  with such insurers and in such
amounts as the General Partner deems advisable.

     E. The  General  Partner  shall be under a  fiduciary  duty to conduct  the
affairs of the Partnership in the best interests of the  Partnership,  including
the safekeeping and use of all Partnership  funds and assets,  whether or not in
the General Partner's  possession or control,  and the use thereof by any person
or entity in any manner except for the exclusive benefit of the Partnership. The
General Partner shall not enter into any contract or agreement,  relieving it of
its common law  fiduciary  duty.  The General  Partner shall at all times act in
good faith and exercise due diligence in all activities  relating to the conduct
of the  business  of the  Partnership.  The  General  Partner  shall  treat  the
Investors  as a group  and  shall not  favor  the  interests  of any  particular
Investor.

     F. The General  Partner shall cause the  Partnership to commit a percentage
of the Gross  Proceeds of the Offering to  Investment  in Properties of at least
84.5%.  Any proceeds of the  Offering  not invested  within the later of two (2)
years  after the date of the  Prospectus  or one (1) year after the  Termination
Date of the Offering (except for necessary  operating  capital) and any offering
and  organizational  expenses  attributable  to such returned  proceeds shall be
distributed pro rata to the

                                      A-23

<PAGE>

Investors  as a  return  of  capital  so  long  as the  adjusted  Investment  in
Properties is in compliance with the preceding sentence.

     G. Except for payment of the Sales  Commissions and the re-allowance of all
or part of the Due  Diligence  Expense  Reimbursement  Fee and the  Offering and
Organization  Expense Fee, the General  Partner shall not directly or indirectly
pay or award any  commission or other  compensation  to any Person  engaged by a
potential  Investor for  investment  advice as an  inducement to such advisor to
advise the purchase of Units.

     Section 5.7 Compensation of General Partner

     Except as  expressly  provided in  Articles  IV and IX herein,  the General
Partner shall receive no fees, salaries, profits,  distributions,  reimbursement
or other compensation for serving as General Partner.

     Section 5.8 Other Businesses of Partners

     Neither the  Partnership  nor any Partner or Investor shall have any rights
or obligations,  by virtue of this Agreement,  in or to any independent ventures
of any nature or  description,  or the income or profits derived  therefrom,  in
which a Partner or  Investor  may engage,  including,  without  limitation,  the
ownership,  operation,  management,  syndication  and  development of other real
estate projects.

     Section 5.9 Liability of General Partner and Affiliates to Limited Partners
or Investors

     The  General  Partner and its  Affiliates  performing  certain  services on
behalf of the Partnership shall not be liable,  responsible,  or accountable, in
liabilities,  damages or  otherwise,  to any  Investor,  Limited  Partner or the
Partnership  for any  loss,  judgment,  liability,  expense  or  amount  paid in
settlement  of any  claims  sustained  which  arise out of any  conduct,  act or
omission performed or omitted to be performed by any or all of them on behalf of
or for the  Partnership  within the scope of the authority  conferred on them by
this  Agreement,  provided that the General Partner  determines,  in good faith,
that such conduct, act or omission was in the best interests of the Partnership,
except for acts of negligence or misconduct. The Partnership shall not incur the
cost of that  portion of any  liability  insurance  which  insures  the  General
Partner or its Affiliates  against any liability as to which the General Partner
or its Affiliates may not be indemnified under Section 5.10 herein.

     Section 5.10 Indemnification

     A. The  General  Partner,  Affiliates  of the  General  Partner  performing
certain  services on behalf of the Fund and any person acting as a broker/dealer
shall be indemnified to the full extent provided by law for any loss,  judgment,
liability,  expense or amount paid in settlement of any claims sustained by them
which  arise out of any  conduct,  act or  omission  performed  or omitted to be
performed by any or all of them on behalf of or for the  Partnership  within the
scope of the  authority  conferred  on them by this  Agreement,  if the  General
Partner determines, in good faith, that such conduct, act or omission was in the
best  interests  of the  Partnership  and  that  such  act or  omission  did not
constitute  negligence or  misconduct,  provided  that any indemnity  under this
Section shall be provided out of and to the extent of  Partnership  assets only,
and no Investor or Limited Partner shall have any personal  liability on account
thereof.

     B.  Notwithstanding  Section 5.10A, the General Partner,  Affiliates of the
General Partner performing certain services on behalf of the Fund and any person
acting as a  broker/dealer  shall not be indemnified by the  Partnership for any
loss,  liability,  or expense  arising  from or out of an alleged  violation  of
federal  or state  securities  laws  unless  (i)  there  has  been a  successful
adjudication on the merits of each count involving  securities laws  violations,
(ii) such claims have been  dismissed with prejudice on the merits by a court of
competent  jurisdiction  or (iii) a court of competent  jurisdiction  approves a
settlement of the claims and finds that  indemnification  of the  settlement and
related costs should be made,  after being advised as to the current position of
the Securities and Exchange Commission,  the Massachusetts  Securities Division,
the California Commissioner of Corporations,

                                      A-24

<PAGE>

the Pennsylvania Securities Commission, the Tennessee Securities Commission, the
Missouri Securities Division (and such other state securities  administrators as
shall be required by such court)  regarding  indemnification  for  violations of
securities law.

                                   ARTICLE VI

                TRANSFERABILITY OF THE GENERAL PARTNERS INTEREST

     Section 6.1 Removal,  Voluntary  Retirement  or  Withdrawal  of the General
Partner; Transfer of Interests

     A. The General  Partner may be removed in the manner  specified  in Section
5.3A herein.

     B. The  General  Partner  may not  voluntarily  withdraw or retire from its
position as a General Partner of the Partnership  unless another General Partner
(including  any Additional or Successor  General  Partner  admitted  pursuant to
Section  6.2)  remains,  and unless (i)  counsel for the  Partnership  is of the
opinion that such voluntary  retirement or withdrawal from the Partnership  will
not  cause  the  Partnership  (a)  to be  dissolved  under  the  Act,  (b) to be
classified other than as a partnership for federal income tax purposes or (c) to
terminate  for  federal  income  tax  purposes;  and  (ii) the  approval  of the
remaining  General  Partners,  if any, and the Majority Vote of the Investors to
such voluntary retirement or withdrawal is obtained.

     C. If the  General  Partner  voluntarily  retires  or  withdraws  from  the
Partnership  in violation of this Section 6.1, the General  Partner shall be and
remain liable to the Partnership and the Partners for damages resulting from the
General Partner's breach of this Agreement, and, without limitation of remedies,
the  Partnership   may  offset  such  damages  against  the  amounts   otherwise
distributable to the General Partner.

     D. The  General  Partner  shall  not have the right to sell,  exchange,  or
otherwise  dispose of all or any  portion of its  Interest  unless the  proposed
assignee  or  transferee  of all or a portion  of the  Interest  of the  General
Partner  is  admitted  as a  Successor  or  Additional  General  Partner  to the
Partnership  pursuant to the  provisions  of Section 6.2 prior to any such sale,
exchange or other disposition.

     E. The voluntary  retirement  or  withdrawal  of the General  Partner shall
become  effective  only upon (i) receipt by the  Partnership  of the opinions of
counsel referred to in Section 6. 1 B(i), (ii) receipt by the Partnership of the
approval and consent  referred to in Section  6.1B(ii) and (iii) the recordation
of an amendment of the  Partnership's  Certificate to reflect such withdrawal or
retirement.

     Section 6.2 Election and  Admission  of  Successor  or  Additional  General
Partners

     A. The General Partner may at any time designate  additional  persons to be
Successor or  Additional  General  Partners,  provided  that the  conditions  of
Section 6.2B are satisfied.

     B.  Except as  otherwise  expressly  provided  herein,  no Person  shall be
admitted as a Successor or Additional General Partner unless (i) counsel for the
Partnership is of the opinion that the admission of such Successor or Additional
General Partner will not cause the Partnership to be classified  other than as a
partnership  for  federal  income  tax  purposes  or cause  the  Partnership  to
terminate  for  federal  income  tax  purposes,  (ii)  the  consent  of the then
remaining General  Partners,  if any, is obtained and (iii) the Majority Vote of
the Investors to such admission has been obtained.

     C. The  admission of such  Successor or  Additional  General  Partner shall
become  effective upon (i) receipt by the Partnership of the opinion referred to
in Section 6.2B(i),  (ii) receipt by the Partnership of the consents referred to
in Section  6.2B(ii) and (iii),  if applicable,  and (iii) the recordation of an
amendment  of the  Certificate  to reflect the  admission  of the  Successor  or
Additional General Partner.

     Section 6.3 Events of Withdrawal of a General Partner

     A. In addition to a voluntary withdrawal of the General Partner pursuant to
Section 6.lE, the General Partner shall be deemed to withdraw (i) if the General
Partner assigns all of its Interest in the

                                      A-25

<PAGE>

Partnership,  (ii) if the General  Partner is removed  pursuant to Section 5.3A,
and (iii) upon the filing of a certificate of  dissolution,  or its  equivalent,
for the General Partner or the revocation of its charter.  To the maximum extent
permitted  by the  Act,  no  other  act or event  shall  be  deemed  an event of
withdrawal  of the  General  Partner or serve to convert a General  Partner to a
Limited Partner.

     B. In the event of the withdrawal of the General Partner and if a Successor
or Additional General Partner has been admitted to the Partnership in accordance
with Section 6.2, the remaining General Partner or General  Partners,  including
such  Successor  or  Additional  General  Partner,  may  elect to  continue  the
Partnership,  and if such election is made, shall promptly give  Notification of
such event and shall make and file such  amendments  to the  Certificate  as are
required by the Act to reflect the fact that the withdrawn General Partner,  has
ceased to be a General Partner of the Partnership.

     C. In the event of the  withdrawal of the General  Partner and no Successor
or Additional  General  Partner has been admitted to the Partnership to continue
the Partnership's  existence,  the withdrawn General Partner, or its successors,
representatives,  heirs or assigns  shall  promptly  give  Notification  of such
withdrawal  to  all  remaining  Partners  and  Investors.  In  such  event,  the
Partnership  shall be  dissolved  unless,  within One Hundred  Twenty (120) days
after the withdrawal of the General Partner, the Investors, by the Majority Vote
of the Investors (or such higher percentage vote as may be required by the Act),
agree  in  writing  to  continue  the  business  of the  Partnership  and to the
appointment, effective as of the date of withdrawal of the sole General Partner,
of  one  or  more  Additional  General  Partners.  If  the  Investors  elect  to
reconstitute  the Partnership and agree to admit an Additional  General Partner,
the  relationship  of the  Investors and of  substitute  General  Partner in the
Partnership shall be governed by this Agreement.

     Section 6.4 Liability of a Withdrawn General Partner

     A. Any General  Partner who withdraws  from the  Partnership  shall be, and
remain,  liable for all obligations  and  liabilities  incurred by it as General
Partner prior to the time such  withdrawal  becomes  effective.  In addition,  a
General Partner who  voluntarily  withdraws in violation of this Agreement shall
be subject to the liability described in Section 6.1C.

     B. Upon the  withdrawal of a General  Partner,  such General  Partner shall
immediately  cease to be a General Partner,  and such General Partners  Interest
shall be acquired by the  Partnership  pursuant to Section  6.5. For purposes of
this Section  6.4.B and Section 6.5,  the  Interest of the  withdrawing  General
Partner shall include the interest in the Partnership as a Subordinated  Limited
Partner (if any) owned by an Affiliate of such withdrawing General Partner.

     C. The  personal  representatives,  heirs,  successors  or  assigns  of any
General Partner who withdraws from the Partnership shall be, and remain,  liable
for all obligations and liabilities incurred by the General Partner prior to, or
in connection with, its withdrawal.

     Section 6.5 Valuation of Partnership Interest of General Partner

     Upon the withdrawal of a General  Partner,  the Partnership  shall purchase
the  Partnership  Interest of the withdrawn  General  Partner.  The price of the
withdrawn General Partner's  Interest shall be such Interest's then present fair
market value as  determined  by mutual  agreement or, if an agreement can not be
reached,  by two (2)  independent  appraisers,  one  selected  by the  withdrawn
General Partner and one selected by the remaining General Partner, or if none is
remaining,  by the  Investors.  If the two appraisers are unable to agree on the
value of the General  Partner's  Interest,  they shall  jointly  appoint a third
independent  appraiser  whose  determination  shall be final  and  binding.  The
Partnership  shall  then pay the  withdrawn  General  Partner  the  price of its
Interest as a General  Partner as so  determined.  The expense of the appraisals
shall be borne equally by the terminated General Partner and the Partnership. If
the withdrawal is involuntary, payment shall be made by delivery of a promissory
note bearing  interest  equal to the lowest rate  permitted  under the Code that
avoids the imputation of interest income to the withdrawn General Partner,  such
note to have a term of five years and provide for equal annual  installments  of
principal and interest. If the withdrawal is voluntary, payment shall be made by
delivery of an unsecured  promissory  note bearing no interest,  with  principal
payable only from distributions which the withdrawn General Partner would have

                                      A-26

<PAGE>

received under this Agreement had the General Partner not withdrawn. Immediately
upon  receiving  the note,  the  withdrawn  General  Partner shall cease to be a
Partner of the Partnership for all purposes,  except that the withdrawn  General
Partner  shall  continue  to be subject to Section  6.4  hereunder.  All amounts
received  pursuant  to this  Section  6.5  shall  constitute  complete  and full
discharge for all amounts owing to the withdrawn  General  Partner on account of
its Interest in the  Partnership.  Any disputes  regarding  valuation or payment
pursuant  to this  Section  which are not  resolved  in a binding  manner by the
provisions of this Section shall be resolved by arbitration  in accordance  with
the then current rules of the American Arbitration  Association.  The expense of
arbitration  shall be borne equally by the  terminated  General  Partner and the
Partnership.

                                   ARTICLE VII

                   ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS;
             TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS

     Section 7.1 Assignment of Assignee Units to Investors

     A. Pursuant to Sections 3.2 and 7.1C hereof,  the Assignor  Limited Partner
shall  assign  to each  Investor  Assignee  Units  equal to the  number of Units
purchased by each Investor in the Offering.

     B. Except as provided in Section 7.1.A above,  the Assignor Limited Partner
may not  transfer  a Limited  Partnership  Interest  without  the prior  written
consent of the General Partner. The Assignor Limited Partner shall have no right
to vote or consent with respect to Units owned by the Assignor  Limited  Partner
for its own account and such Units shall not be considered outstanding Units for
purposes  of  determining  whether the  Majority  Vote of the  Investors  or the
Consent of the Investors  has occurred.  The Assignor  Limited  Partner,  by the
execution of this Agreement,  acknowledges  and agrees that the Assignor Limited
Partner's management will have fiduciary  responsibility for the safekeeping and
use of all funds and assets of the  Investors,  whether  or not in the  Assignor
Limited Partner's management's possession or control, and that the management of
the Assignor  Limited Partner will not employ,  or permit another to employ such
funds or assets in any manner except for the exclusive  benefit of the Investor.
The Assignor Limited Partner agrees not to contract away the fiduciary duty owed
to the Investors by the Assignor Limited  Partner's  management under the common
law of agency.

     C. Except as set forth in Section 7.1F, the Assignor  Limited  Partner,  by
the  execution  of this  Agreement,  irrevocably  transfers  and  assigns to the
Investors all of the Assignor  Limited  Partner's  rights and interest in and to
the Assigned Limited Partnership Interests, as of the time that payment for such
Assigned Limited  Partnership  Interests is received by the Partnership and such
Assigned  Limited  Partnership  Interests  are credited to the Assignor  Limited
Partner on the books and records of the Partnership.  The rights and interest so
transferred and assigned shall include,  without limitation,  the following: (i)
all rights to receive distributions of uninvested Capital Contributions pursuant
to Sections 3.2 and 3.3; (ii) all rights to receive cash distributions  pursuant
to Article  IV;  (iii) all rights in respect to  allocations  of Profit and Loss
pursuant to Article IV; (iv) all other  rights in respect of  determinations  of
allocations and distributions  pursuant to Article IV; (v) all rights to consent
to the  admission  of  Successor  or  Additional  General  Partners  pursuant to
Sections 6.1 and 6.2; (vi) all rights to receive any proceeds of  liquidation of
the  Partnership  pursuant to Section 8.2; (vii) all rights to inspect books and
records and to receive reports  pursuant to Article X; (viii) all voting rights,
rights to attend or call  meetings  and other such  rights;  and(ix)  all rights
which the Limited Partners have, or may have in the future, under the Act.

                                      A-27

<PAGE>

     D. The General  Partner,  by the execution of this  Agreement,  irrevocably
consents to and  acknowledges  that (i) the  foregoing  transfer and  assignment
pursuant to Section 7.1 by the Assignor  Limited Partner to the Investors of the
Assignor  Limited   Partner's  rights  and  interest  in  the  Assigned  Limited
Partnership  Interests is  effective,  and (ii) the Investors are intended to be
and shall be third  party  beneficiaries  of all  rights and  privileges  of the
Assignor  Limited  Partner's  in respect  of the  Assigned  Limited  Partnership
Interests. The General Partner covenants and agrees that, in accordance with the
foregoing transfer and assignment, all the Assignor Limited Partner's rights and
privileges in respect of Assigned Limited Partnership Interests may be exercised
by the Investors including, without limitation, those cited in Section 7.1.

     E. In accordance with the transfer and assignment described in Section 7.1,
Investors  shall have the same rights that the Limited  Partners have under this
Agreement and under the Act.

     F.  Notwithstanding  the  assignment  of the Assigned  Limited  Partnership
Interests  referred to in this Section 7.1, the Assignor  Limited  Partner shall
retain legal title to and be and remain a Limited Partner of the Partnership.

     Section 7.2 Transferability of Units

     A. Units are generally transferable,  provided, however, that a transfer of
Units shall be prohibited if one of the  following  restrictions  applies and,
as. to (i), (ii), (iii) and (iv), the prohibition on transfer is supported by an
opinion of  counsel:

     (i) No sale or exchange  of any Units shall be made if the Units  sought to
be sold or  exchanged,  when  added to the  total  of all  other  Units  sold or
exchanged within a period of twelve (12) consecutive months prior thereto, would
result in the Partnership being considered to have terminated within the meaning
of Section 708(b)(1)(A) of the Code. The General Partner shall give Notification
to all  Investors in the event that sales or exchanges  should be suspended  for
this reason.  All deferred  sales or exchanges  shall be made (in  chronological
order  to the  extent  practicable)  as of the  first  day  of the  fiscal  year
beginning after the end of any such 12-month  period,  subject to the provisions
of this Article VII.

     (ii) No transfer or assignment of any Unit shall be made if the transfer or
assignment  would  be in  violation  of any  federal  or state  securities  laws
(including any investment  suitability  standards) applicable to the Partnership
or would cause the Partnership to be classified  other than as a partnership for
federal income tax purposes.

     (iii) No transfer or  assignment of any Unit shall be made if such transfer
would cause the  Partnership  to be treated as a "publicly  traded  partnership"
under  Sections  7704 and  469(k)  of the  Code.  Each  Investor  agrees  not to
transfer,  and agrees that the  Partnership  shall not recognize for any purpose
any transfer on or through a listing on a securities exchange,  over-the-counter
market or secondary  market or any transfer to or from a dealer in securities or
partnership interests or other market maker, or any transfer arranged through or
facilitated by means of an interdealer  quotation system,  information system or
other  facility  that  may  create  the  equivalent  of a  secondary  market  in
partnership interests,  unless counsel to the Partnership is of the opinion that
such  transfers  will  not  result  in the  partnership  becoming  taxable  as a
corporation or a publicly traded partnership.

     (iv) No  transfer  or  assignment  of Units  shall be made after  which any
transferor or transferee  would hold (a) a number of Units not evenly  divisible
by four, or (b) less than 200 Units, except for Individual  Retirement Accounts,
or (c)  less  than 80  Units  in the  case of  Individual  Retirement  Accounts,
provided, however, that any such transferor may hold zero Units.

     (v) No transfer or  assignment of any Unit shall be made if it would result
in the  assets  of  the  Partnership  being  treated  as  "plan  assets"  or the
transactions contemplated hereunder to be prohibited transactions under ERISA or
the Code.

                                      A-28

<PAGE>

     (vi) No  transfer  or  assignment  of a Unit  shall  be made to a minor  or
incompetent  (unless  such  transfer  or  assignment  shall  be  made to a legal
guardian on such person's behalf).

     B. An Investor or Limited  Partner  desiring or intending to transfer  such
Person's Units must provide  Notification  to the General Partner of such desire
or intent at least  forty-five  (45) days, or such other  shorter  period as the
General Partner in its sole discretion may permit, prior to such transfer.

     C. In order to record a transfer on its books and records,  the Partnership
may  require  such  evidence  of transfer or  assignment  and  authority  of the
transferor  or  assignor  (including  signature  guarantees),  evidence  of  the
transferee's suitability under state securities laws, and the written acceptance
and adoption by the  transferee  of the  provisions  of this  Agreement,  as the
General  Partner may  determine.  The General  Partner may charge a transfer fee
sufficient to cover all reasonable  expenses  connected with such transfer (with
no profit to any party in the transaction) which fee shall not exceed $200.

     D. In no event shall an Investor be  permitted  to transfer a fraction of a
Unit.

     E. Upon the  transfer of any Units  (other than the  conversion  to Limited
Partnership  Interests  pursuant  to Section  7.5),  the  Preferred  Return with
respect  to such  Units win be  calculated  as of the first day of the  calendar
quarter  following the final closing for the sale of Units. For purposes of this
Agreement, an assignment of any Units shall be deemed to be a transfer.

     Section  7.3  Death,  Bankruptcy  or  Adjudication  of  Incompetence  of an
Investor or a Limited Partner

     Upon  the  death  of  an  Investor  or a  Limited  Partner,  his  executor,
administrator,  or trustee, or, if he is adjudicated  incompetent or insane, his
committee,  guardian, or conservator, or, if he becomes bankrupt, the trustee or
receiver  of his  estate,  shall have all the rights of an Investor or a Limited
Partner  for the  purpose  of  settling  or  managing  his estate and shall have
whatever power the deceased or incompetent Investor or Limited Partner possessed
to assign  all or any part of his Units or  Interest.  The  death,  dissolution,
adjudication of incompetence,  or bankruptcy of an Investor or a Limited Partner
shall not dissolve the Partnership.

     Section 7.4 Effective Date

     The  Partnership  shall recognize the transferee of Units as an Investor on
the  Partnership's  books  and  records  on the first  business  day of the next
calendar month after the month in which the  Partnership  receives all necessary
documentation and consents required to effect the transfer of Units.

     Section 7.5 Substitute Limited Partners

     Any  Investor  may elect to become a  Substitute  Limited  Partner upon (i)
signing a counterpart of this Agreement and any other  instrument or instruments
deemed necessary by the General Partner,  including a Power of Attorney in favor
of the General Partner as described in Section 12.1.A hereof,  and (ii) paying a
fee equal to the actual costs and expenses  incurred by the General  Partner for
legal and administrative costs and recording fees. Investors who elect to become
Substitute  Limited Partners will receive one Limited  Partnership  Interest for
each  Unit  they  convert  and will  not be able to  re-exchange  their  Limited
Partnership  Interests  for  Units.  The  Capital  Account  attributable  to the
converted  Units  shall be credited  to the  Capital  Account of the  Substitute
Limited Partner.  Similarly, the Preferred Return will continue to be calculated
as of the first day of the calendar quarter following such Investor's  admission
to the Partnership.  The Partnership's Certificate will be amended no less often
than quarterly,  if required by applicable  law, to reflect the  substitution of
Limited Partners.

     Section 7.6 Retirement or Withdrawal of an Investor

     A. No Investor shall have the right to voluntarily  retire or withdraw from
the  Partnership  unless  the  General  Partner  shall  have  consented  to such
voluntary  retirement  or  withdrawal  by an Investor.  Upon the  retirement  or
withdrawal of an Investor (i) the Interest of such retiring or withdrawing

                                      A-29

<PAGE>

Investor  shall  thereafter  belong to the  Partnership;  (ii) such  retiring or
withdrawing Investor shall not be entitled to receive distributions with respect
to any periods after the time of such  retirement of withdrawal;  and (iii) such
retiring or withdrawing Investor shall not be entitled to receive any amount for
the fair  value of his  Units as of the date of his  retirement  or  withdrawal,
other than as agreed to by the General Partner and the withdrawing Investor. The
General  Partner shall not consent to the voluntary  retirement or withdrawal of
an  Investor  if the  General  Partner  receives  an  opinion  of counsel to the
Partnership that such retirement or withdrawal would cause the Partnership to be
classified other than as a partnership for federal income tax purposes, or cause
the Partnership to terminate for federal income tax purposes.

     B. At any time after the Termination Date of the Offering,  the Partnership
may,  in its sole  discretion  and with or without  the use of  borrowed  funds,
repurchase  any or all of the Units of such  Investor  upon  mutually  agreeable
terms,  provided that such repurchase does not materially  impair the capital or
operation of the Partnership. The determination to repurchase Units will be made
in the sole discretion of the General Partner. The determination of the value of
the repurchased Units will be based upon, among other factors,  the current fair
market  value of the  Properties  and the  assets of the  Partnership,  less all
Partnership  debts and  obligations.  The Partnership  will not repurchase Units
prior to the Termination Date of the Offering and is not obligated to repurchase
Units at any time.  Units acquired by the General  Partner and its Affiliates or
by the  Assignor  Limited  Partner will not be eligible  for  repurchase  by the
Partnership. Units purchased by the Partnership during any month shall be deemed
cancelled  effective as of the first day of the month  following  the  effective
date of such purchase.

                                  ARTICLE VIII

              DISSOLUTION, LIQUIDATION AND TERMINATION OF THE FUND

     Section 8.1 Events Causing Dissolution

     A. The  Partnership  shall  dissolve and its affairs shall be wound up upon
the first to occur of the following events: (i) the expiration of its term; (ii)
the  withdrawal  of the General  Partner,  unless the  Partnership  is continued
pursuant  to  Sections  6.3B or 6.3C;  (iii)  the Sale of all of the  Properties
(excepting  (a) a disposition  thereof  which,  in the opinion of counsel to the
Partnership,  qualifies, in whole or in part, under Section 1031 or Section 1033
of the Code or (b) a Sale in  which  the  purchase  price is paid in one or more
installments,  in which case the Partnership  shall dissolve upon receipt of the
final payment  thereunder);  (iv) the election by the General Partner,  with the
Majority Vote of the Investors, to dissolve the Partnership; (v) by the Majority
Vote of the Investors  pursuant to Section 5.3A to dissolve the Partnership;  or
(vi) the happening of any other event causing the dissolution of the Partnership
under applicable law.

     B.  Dissolution of the  Partnership  shall be effective on the day on which
the event occurs giving rise to the  dissolution.  A certificate of cancellation
shall  be filed  under  the Act upon the  dissolution  and the  commencement  of
winding up of the Partnership; provided, however, that the Partnership shall not
terminate until the assets of the Partnership  have been distributed as provided
in Section 8.2. Notwithstanding the dissolution of the Partnership, prior to the
termination of the Partnership,  the business of the Partnership and the affairs
of the Partners, as such, shall continue to be governed by this Agreement.

                                      A-30

<PAGE>

     Section 8.2 Liquidation

     A. As soon as  practical  after the  dissolution  of the  Partnership,  the
General Partner,  or if there is no General Partner,  any Limited Partner or the
liquidating  trustee under the Act, as the case may be, shall give  Notification
to all the Limited  Partners and Investors of such fact and shall prepare a plan
as to  whether  and in what  manner  the  assets  of the  Partnership  shall  be
liquidated.   By  the  Majority  Vote  of  the  Investors,  the  assets  of  the
Partnership,  subject to its liabilities (and the establishment of reserves,  if
necessary, for such liabilities), may be transferred to a successor Entity, upon
such terms and conditions as are then agreed upon.

     B. Unless the  Investors  agree to transfer the assets of the  Partnership,
subject to its liabilities, to a successor Entity pursuant to Section 8.2A, upon
dissolution of the Partnership,  the General Partner, any Limited Partner or the
liquidating  trustee  under the Act,  as the case may be,  shall  liquidate  the
assets of the  Partnership,  and apply and  distribute  the proceeds  thereof in
accordance with Section 4.4.

     C. Notwithstanding the provisions of Section 8.2B, in the event the General
Partner  or any  liquidating  agent  under  the Act,  as the case may be,  shall
determine  that an  immediate  sale of all or a  portion  of the  assets  of the
Partnership  would cause undue loss to the Partners and  Investors,  the General
Partner  or  liquidating  agent  under the Act,  as the case may be, in order to
avoid such loss,  may, after having given  Notification to all the Investors and
Limited  Partners,  either defer  liquidation of, and withhold from distribution
for a reasonable time, any assets of the  Partnership,  or distribute the assets
in kind to a  liquidating  trust to be held for the benefit of the Investors and
Partners.

     Section 8.3 Capital Contribution Upon Dissolution

     Subject to the provisions of Section 5.9 of this  Agreement,  each Investor
and  Partner  shall  look  solely  to the  assets  of the  Partnership  for  all
distributions  with respect to the Partnership and his Capital  Contribution and
shall have no recourse (upon  dissolution  or otherwise)  against any Partner or
Investor;  provided,  however,  that upon the dissolution and termination of the
Partnership, the General Partner will make the Capital Contributions referred to
in Section  3.1.  All amounts so  contributed  by the General  Partner  shall be
distributed  first to the  Partnership's  creditors  entitled  thereto,  and the
balance to the Investors and Partners in proportion to the positive  balances in
their  Capital  Accounts  at the  time of  dissolution  and  termination  of the
Partnership.

                                   ARTICLE IX

             CERTAIN PAYMENTS TO THE GENERAL PARTNER AND AFFILIATES

     Section  9.1  Reimbursement  of Certain  Costs and  Expenses of the General
Partner and its Affiliates

     A. Subject to the provisions of Article V hereof,  the Partnership shall be
permitted  to reimburse  the General  Partner for the actual cost to the General
Partner or any of its Affiliates of the Partner- ship's operating  expenses.  In
determining  the  actual  cost to the  General  Partner or an  Affiliate  of the
General Partner of goods and materials and administrative services,  actual cost
means the actual  cost to the  General  Partner or an  Affiliate  of the General
Partner of goods and materials used for or by the  Partnership and obtained from
entities  not  affiliated  with  the  General   Partner,   and  actual  cost  of
administrative  services means the pro rata cost of personnel as if such persons
were employees of the Partnership.  The cost for  administrative  services to be
reimbursed to the General  Partner or an Affiliate  shall be at the lower of the
General  Partner's or  Affiliate's  actual cost or ninety  percent  (90%) of the
amount the  Partnership  would be  required  to pay to  independent  parties for
comparable  administrative services in the same geographic location. The General
Partner shall use its best efforts to cause all of the Partnership's expenses to
be billed directly to and paid by the Partnership to the extent practicable.

     B. Subject to the foregoing,  the Partnership shall pay all expenses (which
expenses shall be billed directly to the  Partnership) of the Partnership  which
may include but are not limited to: (a) all costs of personnel  (excluding  rent
or depreciation, utilities, capital equipment, and other administrative

                                      A-31

<PAGE>

items)  employed  full-time or part-time by the  Partnership and involved in the
business of the Partnership or who perform services on behalf of the Partnership
or its Affiliates and allocated pro rata to their administrative or professional
services performed on behalf of the Partnership,  including Persons who may also
be officers or employees of the General  Partner or its  Affiliates  (other than
Controlling Persons);  (b) all costs of borrowed money, taxes and assessments on
Properties  and other taxes  applicable to the  Partnership;  (c) legal,  audit,
accounting, brokerage and other fees; (d) printing, engraving and other expenses
and taxes  incurred in  connection  with the issuance,  distribution,  transfer,
registration and recording of documents  evidencing  ownership of an Interest or
Unit or in  connection  with  the  business  of the  Partnership;  (e)  fees and
expenses  paid  to  independent  contractors,   mortgage  bankers,  brokers  and
servicers,  leasing agents,  consultants,  on-site  property  managers and other
property management personnel (other than Controlling Persons and other officers
of the  General  Partner or its  Affiliates),  real  estate  brokers,  insurance
brokers and other  agents;  (f)  expenses in  connection  with the  disposition,
replacement, alteration, repair, remodeling, refurbishment, leasing, refinancing
and  operating  of  the   Properties   (including  the  costs  and  expenses  of
foreclosures,  insurance premiums, real estate brokerage and leasing commissions
and of maintenance of such  Properties);  (g) expenses of organizing,  revising,
amending, converting, modifying or terminating the Partnership; and (h) the cost
of preparation and dissemination of the informational material and documentation
relating to potential sale, or other  disposition of Properties or in connection
with any meetings or votes if the Investors.

     C. Notwithstanding any other provision of this Agreement,  no reimbursement
shall be permitted  for  services  for which the General  Partner is entitled to
compensation by way of a separate fee.

     Section 9.2 Fees and Other Payments

     A. The Partnership  shall cause the following  payments and fees to be paid
to the General Partner and its Affiliates:  (i) to the Selling Agent,  the Sales
Commissions and the Due Diligence Expense Reimbursement Fee; (ii) to the General
Partner or its Affiliates,  the Offering and Organization  Expense Fee; (iii) to
the General Partner or its Affiliates, the General Partner Acquisition Fee; (iv)
to the General Partner or its Affiliates, reimbursement of Acquisition Expenses,
if any,  incurred  by the  General  Partner or its  Affiliates  on behalf of the
Partnership  in  connection  with  the   investigation  or  acquisition  of  the
Properties; (v) to the General Partner, the Asset Based Fee for each fiscal year
of the  Partnership;  and (vi) to the  General  Partner or its  Affiliates,  the
Disposition Advisory Fee.

     B. The total of the fees owed to the General Partner and its Affiliates and
described in (i), (ii) and (iii) above shall in no event exceed 13% of the Gross
Proceeds of the Offering.

     C.  The  total  of all  compensation  paid to all  persons  (including  the
Consultant)  for Acquisition  Expenses and Acquisition  Fees shall be limited to
the lesser of such compensation customarily charged in arms' length transactions
by others  rendering  similar services as an ongoing public activity in the same
geographical  location and for comparable  property or an amount equal to 18% of
the Gross Proceeds of the Offering.

                                    ARTICLE X

                    BOOKS AND RECORDS; BANK ACCOUNTS; REPORTS

     Section 10.1 Books and Records A. The books and records of the  Partnership
shall be maintained by the General Partner at the Partnership's  principal place
of  business.  In all  cases,  said books and  records  shall be  available  for
examination and copying by any Limited Partner,  Investor or his duly authorized
representatives, for

                                      A-32

<PAGE>

any purpose related to the Limited Partner's or Investor's interest as a Limited
Partner or Investor,  at the expense of such Limited Partner or Investor, at any
and all reasonable  times. The Partnership  shall keep at its principal place of
business,  without limitation,  the following records: true and full information
regarding the status of the business and financial condition of the Partnership;
promptly after becoming available,  a copy of the Partnership's  federal,  state
and local income tax returns for each year; a current list of the names and last
known business,  residence or mailing addresses of and the numbers of Units held
by each Partner and Investor;  a copy of this Agreement and the  Certificate and
all  amendments  thereto;  and other  information  regarding  the affairs of the
Partnership  as is just and  reasonable.  The current list of the names and last
known  business,  residence  or mailing  addresses  of each Partner and Investor
shall be mailed to any Investor who requests such  information upon payment of a
reasonable charge for copy work.

     B. The Partnership  shall keep its books and records in accordance with the
accounting methods determined by the General Partner. The Partnership's  taxable
year shall be a calendar year.

     Section 10.2 Bank Accounts

     A.  The  General  Partner  shall  have  fiduciary  responsibility  for  the
safekeeping and use of all funds and assets of the  Partnership,  whether or not
in their immediate  possession or control. The General Partner shall not employ,
or permit any other  Person to employ,  such funds in any manner  except for the
benefit of the Partnership.

     B. The bank accounts of the Partnership shall be maintained in such banking
institutions as the General Partner shall  determine,  and withdrawals  shall be
made only in the regular course of Partnership  business on the signature of the
General Partner or such other signature or signatures as the General Partner may
determine.  All deposits and other funds may be deposited in interest bearing or
non-interest  bearing accounts  guaranteed by federal  authorities,  invested in
short-term United States Government or municipal obligations,  or deposited with
a banking institution selected by the General Partner.

     Section 10.3 Reports

     A. No later  than  seventy-five  (75) days  after the end of each  calendar
year,  the  General  Partner  will  furnish  each  Person who was an Investor or
Limited  Partner at any time  during the  fiscal  year with all tax  information
relating to the Partnership's  performance for the preceding  calendar year that
is necessary for the preparation of the Investor's and Limited Partner's federal
and state income tax return.

     B. Within  sixty (60) days after the end of each of the first three  fiscal
quarters of each  fiscal  year of the  Partnership,  the  General  Partner  will
furnish to each Person who was an Investor or Limited Partner at any time during
the fiscal quarter then ended, a report setting forth  information  with respect
to the progress of the Partnership's  business,  which report shall include: (i)
an unaudited  balance sheet of the Partnership;  (ii) an unaudited  statement of
income for the quarter;  (iii) an unaudited cash flow statement for the,quarter;
(iv) an unaudited  statement  setting  forth the services  rendered to, and fees
received  from,  the  Partnership  by  any  Sponsor;  and  (v)  other  pertinent
information  concerning the Partnership  and its activities  during the quarter.
The various reports required pursuant to this Section 10.3.B may be sent earlier
than or  separately  from any of the other  reports  required  pursuant  to this
Section  10.3.B,  and the  information  required to be  contained  in any of the
reports  required  pursuant to this Section 10.3.B may be contained in more than
one report.

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<PAGE>

     C. Within one hundred  twenty (120) days after the end of each fiscal year,
the  General  Partner  shall  furnish an annual  report to each Person who was a
Limited  Partner or an Investor as of the last  business  day of the fiscal year
then ended. Such annual report will include:

     (i) a  balance  sheet  as of  the  end of the  Partnership's  fiscal  year,
statements of income, Partners' equity and cash flow, which shall be prepared in
accordance  with generally  accepted  accounting  principles and  accompanied by
(a)an auditor's report containing an opinion of an independent  certified public
accountant and (b) a  reconciliation  to information  furnished to Investors for
income tax purposes;

     (ii) the breakdown of any Partnership  costs  reimbursed to a Sponsor and a
statement  setting  forth in detail the services  rendered to, and fees received
from, the Partnership by any Sponsor as verified by a review of the time records
of and the specific nature of the work performed by, individual  employees,  the
cost of whose services were reimbursed (and within the scope of the annual audit
by the  Accountants  shall be the  obligation to verify the  allocations  of the
costs reimbursed to the General Partner or Affiliate thereof);

     (iii) a cash flow statement; and

     (iv) a report of the activities of the Partnership  during the fiscal year.
The annual  report shall also set forth  distributions  to the Investors for the
period covered thereby and shall separately identify  distributions from (a) Net
Cash Flow during the period,  (b) Net Cash Flow during a prior  period which had
been held as reserves,  (c) Net Proceeds of Sale or  Financing,  and (d) Working
Capital Reserves.

     D.  Within  forty-five  (45) days after the end of each  fiscal  quarter in
which a Sale or Financing occurs,  the General Partner shall send to each Person
who was an Investor as of the close of business on the first business day of the
month that includes the date of occurrence of the Sale or Financing, a report as
to the nature of the Sale or Financing and as to the Profit or Loss arising from
the Sale or Financing.

     E. The General  Partner  shall  prepare  and timely  file with  appropriate
federal and state  regulatory  authorities all reports required to be filed with
such entities under  then-applicable  laws, rules and regulations.  Such reports
shall  be  prepared  on the  accounting  or  reporting  basis  required  by such
regulatory  authorities.  Upon request, copies of such reports will be furnished
to any  Investor or Limited  Partner for any purpose  reasonably  related to the
Investor's or Limited Partner's interest as an Investor or a Limited Partner. In
the event that any regulatory authority  promulgates rules or amendments thereto
that would permit a reduction in any of the reporting  requirements to which the
Partnership is subject under this Agreement at the time of the execution hereof,
the  Partnership  may cease to prepare and file any such  reports in  accordance
with such rules or amendments.

     F. The General Partner shall maintain, (i) for a period of at least six (6)
years, a record of the information obtained to indicate that an Investor has met
the suitability  standards set forth in the Prospectus;  (ii) for a period of at
least  five  (5)  years,  records  of the  appraisals  made  of the  Partnership
Properties,  which  appraisal  records  shall be available  for  inspection  and
copying by any Investor or Limited Partner for any purpose reasonably related to
the Investor's or Limited Partner's interest as an Investor or a Limited Partner
and (iii) a list of the names and addresses of all  Investors,  which list shall
be made available to any Investor or Limited Partner or his  representative  who
requests such  information in  furtherance  of Partnership  business and at such
person's cost.

     G. Within sixty (60) days after the end of each fiscal quarter during which
there  have  been  Property  acquisitions,  a report  (which  may be part of the
quarterly  report) shall be sent to all Limited Partners and Investors until the
Net Proceeds of the  Offering  are  committed to  Investment  in  Properties  or
returned to the Investors.  The report shall contain the following  information:
(i.) the location and a description  of the general  character of all Properties
acquired or  presently  intended to be  acquired by the  Partnership  during the
quarter;

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<PAGE>

     (ii.) the present or proposed use of the Properties  and their  suitability
and adequacy for such use;  (iii.) the terms of any material lease affecting the
Property;  and  (iv.) a  statement  that  title  insurance  has  been or will be
obtained on all Properties acquired.

     Section 10.4 Federal Tax Elections

     The Partnership,  in the sole discretion of the General  Partner,  may make
elections for federal tax purposes as follows:

     (i) In  case  of a  transfer  of a  Unit,  the  Partnership,  in  the  sole
discretion of the General  Partner,  may timely elect pursuant to Section 754 of
the Code (or  corresponding  provisions  of future law) and  pursuant to similar
provisions of applicable  state or local income tax laws, to adjust the basis of
the assets of the Partnership.

     (ii) The General Partner may elect accelerated  depreciation  methods under
the Code, or may elect straight-line depreciation over a period as,long as forty
(40) years if, in its sole  discretion,  the  determination of the percentage of
tax-exempt Investors becomes too cumbersome.

     (iii)  All  other  elections  required  or  permitted  to be  made  by  the
Partnership  under the Code shall be made by the General  Partner in such manner
as  will,  'm its  sole  opinion,  be most  advantageous  to a  Majority  of the
Investors.  The Partnership shall, to the extent permitted by applicable law and
regulations,  elect to treat as an expense for federal  income tax  purposes all
amounts  incurred by it for real estate taxes,  interest and other charges which
may, in  accordance  with  applicable  law and  regulations,  be  considered  as
expenses.

                                   ARTICLE XI

                              MEETINGS OF INVESTORS

     Section 11.1 Calling Meetings

     Meetings  of the  Investors  for any  purpose  may be called by the General
Partner and shall be called by the General  Partner upon receipt of a request in
writing  signed  by  Investors  having  in the  aggregate  more  than 10% of the
outstanding  Units.  Upon receipt of a written request stating the purpose(s) of
the meeting,  the General  Partner shall  provide all  Investors  within 10 days
after  receipt of such request with notice as  described  in Section  11.2.  The
meeting shall be held at a time and place convenient to the Investors.

     Section 11.2 Notice; Procedure

     If a meeting is called at the request of the Investors, the General Partner
shall provide all Investors with notice of such meeting given either  personally
or by certified mail, which notice shall state the purpose thereof, such meeting
to be held on a date not less than  fifteen  (15) nor more than  sixty (60) days
after the receipt by the General Partner of the request for the meeting.  Notice
of any other meeting shall be given either  personally or by certified mail, not
less than fifteen (15) days nor more than sixty (60) days before the date of the
meeting, to each Investor at his record mailing address.  The notice shall be in
writing,  and shall state the place, date, hour, and purpose of the meeting, and
shall indicate that it is being issued at or by the direction of the Partners or
Investors  calling the  meeting.  If a meeting is  adjourned  to another time or
place,  and if any  announcement  of the adjournment of time or place is made at
the meeting,  it shall not be necessary to give notice of the adjourned meeting.
The  presence  in  person  or by proxy of the  holders  of more  than 50% of the
outstanding  Units shall  constitute a quorum at all meetings of the  Investors;
provided,  however, that if there is no quorum present, holders of a majority in
interest of the Investors  present or  represented  may adjourn the meeting from
time to time without further notice until a quorum is obtained. No notice of the
time, place or purpose of any meeting of Investors need be given to any Investor
who attends in person or is present by proxy (except when an Investor  attends a
meeting for the express purpose of objecting at the beginning

                                      A-35

<PAGE>

of the meeting to the transaction of any business on the ground that the meeting
is not lawfully called or convened),  or to any Investor entitled to notice who,
in a writing  executed and filed with the records of the meeting,  either before
or after the time of the meeting, waives the notice requirement.

     Section 11.3 Right to Vote

     For the  purpose  of  determining  the  Investors  entitled  to vote at any
meeting of the Partnership,  the General Partner or the Investors requesting the
meeting may fix a date, in advance,  as the record date for the determination of
Investors entitled to vote. This date shall be not more than fifty (50) days nor
less than ten (10) days before any meeting.

     Section 11.4 Proxies; Rules

     Each  Investor may  authorize any person or persons to act for him by proxy
in all  matters in which an Investor  is  entitled  to  participate,  whether by
waiving notice of any meeting,  or voting or participating  at a meeting.  Every
proxy must be signed by the Investor or his attorney-in-fact.  No proxy shall be
valid after the expiration of 11 months from the date thereof  unless  otherwise
provided in the proxy.  Every proxy shall be  recoverable at the pleasure of the
Investor  executing it. At each meeting of Investors,  the General Partner shall
appoint officers and adopt rules as they deem appropriate for the conduct of the
meeting.

                                   ARTICLE XII

                               GENERAL PROVISIONS

     Section 12.1 Appointment of General Partner as Attorney-in-Fact

     A. Each Limited Partner and Investor hereunder hereby irrevocably  appoints
and empowers the General  Partner his  attorney-in-fact  to consent to or ratify
any act listed in Subsections  5.4A(i)  through (xviii) and Section 6.3C of this
Agreement  after the Majority Vote of the Investors  thereto has been  obtained,
and to execute, acknowledge, swear to and deliver all agreements and instruments
and file all  documents  requisite to carrying out the  intentions  and purposes
contemplated in this Agreement, including, without limitation, the execution and
delivery of this Agreement and all amendments hereto, the filing of all business
certificates  and necessary  certificates of limited  partnership and amendments
thereto  from  time to time in  accordance  with  all  applicable  laws  and any
certificates of cancellation.

     B. The  appointment  by all Limited  Partners and  Investors of the General
Partner  as attor-  ney-in-fact  shall be deemed to be a power  coupled  with an
interest,  shall not be affected by the  subsequent  disability or incapacity of
the  principal  and shall  survive the  assignment  by any  Limited  Partners or
Investors of the whole or any part of his Interests or Units in the Partnership.

     C. The power of attorney  granted by this Section 12.1 shall be governed by
the laws of the State of Delaware.

     Section 12.2 Waiver of Partition

     Each  Partner  and  Investor,   on  behalf  of  himself,   his  successors,
representatives,  heirs and assigns  hereby waives any right of partition or any
right to take any other action which otherwise might be available to him for the
purpose of severing his relationship with the Partnership or his interest in the
assets  held by the  Partnership  from the  interest  of the other  Partners  or
Investors.

     Section 12.3 Notification

     Any Notification,  in order to be effective, shall be sent by registered or
certified mail, postage prepaid, if to a Partner or Investor,  to the address of
the Partner or Investor  set forth in the books and records of the  Partnership,
and if to the  Partnership  or the General  Partner,  to the principal  place of
business of the Partnership set forth in Section 2.2 (unless Notification of a

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<PAGE>

change of the principal office is given) and addressed to the appropriate party,
the date of  registry  thereof or the date of the  certification  thereof  being
deemed the date of receipt of Notification;  provided, however, that any written
communication sent to a Partner or Investor or to the Partnership or the General
Partner and actually  received by such Person shall constitute  Notification for
all purposes of this Agreement.

     Section 12.4 Word Meanings

     In this Agreement,  the singular shall include the plural and the masculine
gender shall include the feminine and neuter and vice versa,  unless the context
otherwise requires.

     Section 12.5 Binding Provisions

     The covenants and  agreements  contained  herein shall be binding upon, and
inure to the benefit of, the heirs,  personal  representatives,  successors  and
assigns of the respective parties hereto.

     Section 12.6 Applicable Law

     This Agreement  shall be construed and enforced in accordance with the laws
of the State of Delaware, without regard to principles of conflict of laws.

     Section 12.7 Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original as against any party whose  signature  appears
thereon, and all of which shall together constitute one and the same instrument.
This  Agreement  shall become binding upon the date hereof.  Each  Additional or
Successor General Partner shall become a signatory hereof by signing such number
of counterparts of this Agreement and such other instrument or instruments,  and
in such manner as the General Partner shall determine,  and by so signing, shall
be deemed to have  adopted and to have agreed to be bound by all the  provisions
of this Agreement.

     Section 12.8 Separability of Provisions

     Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction  shall,  as to such  jurisdiction,  be  deemed  severable  from the
remainder of this  Agreement,  and the  remaining  provisions  contained in this
Agreement shall be construed to preserve to the maximum  permissible  extent the
intent and purposes of this Agreement. The invalidity or unenforce- ability of a
provision in any jurisdiction shall not, in and of itself,  invalidate or render
unenforceable such provision in any other jurisdiction.

     Section 12.9 Paragraph Titles

     Paragraph titles are for descriptive purposes only and shall not control or
alter the meaning of this Agreement as set forth in the text.

     Section 12.10 Entire Agreement

     This Agreement and the exhibits and documents referred to herein constitute
the entire  understanding and agreement among the parties hereto with respect to
the  subject  matter  hereof,  and  supersede  all  prior  and   contemporaneous
agreements and  understandings,  inducements or conditions,  express or implied,
oral or written, except as herein contained.  This Agreement may not be modified
or amended other than by an agreement in writing.

     Section 12.11 Amendments

     A. In addition to the amendments  otherwise  authorized herein,  amendments
may be made to this Agreement from time to time by the General  Partner with the
Majority Vote of the Investors;  provided,  however, that without the consent of
the Partners or Investors to be

                                      A-37

<PAGE>

adversely affected by the amendment,  except as provided in Section 12.11B, this
Agreement may not be amended so as to (i) convert an Investor's  interest into a
General  Partner's  interest;  (ii) modify the limited liability of an Investor;
(iii) alter the  interest  of a Partner or Investor in Net Cash Flow,  Profit or
Loss, or Net Proceeds from a Sale or Financing;  (iv) increase the amount of the
Capital  Contributions  required to be paid by the Investors;  or (v) extend the
Termination Date of the Offering.

     B. In addition to the amendments  otherwise  authorized herein,  amendments
may be made to this Agreement from time to time by the General Partner,  without
the consent of any of the Investors,  (i) to add to the duties or obligations of
the  General  Partner or  surrender  any right or power  granted to the  General
Partner herein, for the benefit of the Investors; (ii) to cure any ambiguity, to
correct or supplement any provision  herein which may be  inconsistent  with any
other provision  herein, or to make any other provisions with respect to matters
or questions  arising under this Agreement which will not be  inconsistent  with
the provisions of this  Agreement;  (iii) to delete or add any provision of this
Agreement  required  to be deleted or added by the Staff of the  Securities  and
Exchange   Commission  or  other  federal  agency  or  by  a  state   securities
commissioner  or  similar  official  and  deemed  by  the  commission,   agency,
commissioner,  or official to be for the benefit or protection of the Investors;
(iv) to take any actions  necessary  to cause the assets of the  Partnership  to
come within the exclusion  from the  definition  of "plan  assets"  contained in
Section 2550.40lb-1 of Title 29 of the Code of Federal  Regulations;  and (v) to
give effect to any action permitted pursuant to Section 5.2; provided,  however,
that no amendment  shall be adopted  pursuant to this Section  12.11B unless its
adoption (1) is not adverse to the interests of the Investors; (2) is consistent
with Section 5.2; (3) does not affect the  distribution  of Net Cash Flow or Net
Proceeds  of Sale or  Financing  or the  allocation  of Profit or Loss among the
Investors as a class and the General Partner,  except as provided below; and (4)
does not affect the  limited  liability  of the  Investors  or the status of the
Partnership as a partnership for federal income tax purposes. In addition to the
amendments otherwise authorized herein, amendments may be made to this Agreement
to amend provisions of Article IV of this Agreement  relating to the allocations
of Profit or Loss and to  distributions of Net Cash Flow or Net Proceeds of Sale
or Financing  among the Partners and Investors if the  Partnership is advised at
any time by the  Partnership's  Accountants  and  counsel  that the  allocations
provided  in Article IV of this  Agreement  are  unlikely  to be  respected  for
federal  income tax  purposes.  The General  Partner is  empowered  to amend the
distribution and allocation  provisions of Article IV pursuant to Section 12.11B
to  the  minimum  extent   necessary  in  accordance  with  the  advice  of  the
Partnership's  Accountants and counsel to effect the plan of distribution of Net
Cash Flow and Net Proceeds of Sale or Financing,  and, consistent therewith, the
allocations of Profit and Loss provided in this Agreement.  New allocations made
by the  General  Partner  in  reliance  upon  the  advice  of the  Partnership's
Accountants  and counsel  shall be deemed to be made  pursuant to the  fiduciary
obligation of the General  Partner to the  Partnership  and the Investors.  This
Section  12.11  shall  be  subject  to the  provisions  of  Section  5.9 of this
Agreement.

     C. If this  Agreement  is amended as a result of adding or  substituting  a
Limited  Partner  or  increasing  the  investment  of  a  Limited  Partner,  the
amendment,  shall be  signed  by the  General  Partner  and by the  Person to be
substituted or added,  or the Limited  Partner  increasing his investment in the
Partnership,  and, if a Limited Partner is to be  substituted,  by the assigning
Limited  Partner.  If this Agreement is amended to reflect the designation of an
Additional  General Partner,  the amendment shall be signed by the other General
Partner or General  Partners  and by the  Additional  General  Partner.  If this
Agreement  is amended to reflect the  withdrawal  of a General  Partner when the
business of the Partnership is being continued, the amendment shall be signed by
the  withdrawing  General  Partner and by the  remaining  or  successor  General
Partner or General Partners.

     D. In  making  any  amendments,  there  shall be  prepared  and  filed  for
recordation by the General Partner all documents and certificates required to be
prepared  and filed under the Act and under the laws of the other  jurisdictions
under the laws of which the Partnership is then formed or qualified.

                                      A-38

<PAGE>

              IN  WITNESS  WHEREOF,  parties hereto have executed this Agreement
                  under seal as of the date first above written.

                                GENTERAL PARTNER

     ATTEST:                                REALTY PARKING COMPANY II, INC.

                                            By:                         (SEAL)
     Name:                                  Name:
     Title:                                 Title:


                          SUBORDINATED LIMITED PARTNER

     WITNESS:                               REALTY ASSOCIATES LIMITED
                                                 PARTNERSHIP

                                            By: RESIDUAL INVESTMENT ASSOCIATES,
                                                A Maryland limited partnership,
                                                 General Partner

                                            By: A.B. RESIDUAL, INC.,
                                                 General Partner

                                            By:                        (SEAL)
                                            Name:
                                            Title:


                            ASSIGNOR LIMITED PARTNER

         ATTEST:                            PARKING PROPERTIES HOLDING
                                                           CO., INC.

                                            By:                    (SEAL)
         Name:                              Name:
         Title:                             Title:



                                      A-39