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



<PAGE>

<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

</TABLE>

                                     iii

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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

                                                                    A-27
<PAGE>
             (ix)   all rights which the Limited  Partners  have, or may have in
                    the future, under the Act.
                     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 prohib-
                  ited 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
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<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.

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                     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.

                                                                     A-33
<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

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                         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   unenforce-  able  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

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<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.

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<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 LIMIT ED PARTNER

         ATTEST:                                PARKING PROPERTIES HOLDING
                                                           CO., INC.

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



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