Exhibit 10.71

                        CERTIFICATE OF LIMITED PARTNERSHIP
                      AND LIMITED PARTNERSHIP AGREEMENT OF 
                          API-COTTONMILL PARTNERS, L.P.


THIS CERTIFICATE OF LIMITED PARTNERSHIP AND LIMITED PARTNERSHIP AGREEMENT OF
API-COTTONMILL PARTNERS, L.P., executed and entered into by and among AmerUs
Management, Inc., an Iowa corporation ("general partner" or "AMI") and AmerUs
Properties, Inc., an Iowa corporation ("AmerUs") and any other persons
(collectively herein-after referred to as "limited partners") executing and
delivering to the general partner this Agreement or a subscription agreement and
upon filing of an amendment to this Certificate so showing.

W I T N E S E T H:

The general partner and the limited partners agree as follows:

1.  ORGANIZATION OF PARTNERSHIP.

Pursuant to the Iowa Uniform Limited Partnership Act (hereinafter referred to as
the "Act"), the general partner and the limited partners hereby form a limited
partnership (hereinafter referred to as the "Partnership").

2.  NAME OF PARTNERSHIP.

The name of the Partnership shall be API-Cottonmill Partners, L.P.

Its federal identification number is 42-1457852.

3.  BUSINESS OF THE PARTNERSHIP.

The business of the Partnership shall be to invest as a partner in partnerships
to own real estate and to enter into any and all contracts, leases, mortgages,
loans and agreements incident thereto.

4.  PRINCIPAL PLACE OF BUSINESS, OFFICE, AGENT FOR SERVICE OF PROCESS AND
BUSINESS ADDRESSES.

The principal place of business and the office of the Partnership shall be 4949
Westown Parkway, Suite 245 West Des Moines, Iowa 50266-1066.  The agent for
service of process on the Partnership shall be Diane M. Davidson, whose address
is 4949 Westown Parkway, Suite 245, West Des Moines, Iowa 50266-1066.

The business address of the AMI is 4949 Westown Parkway, Suite 245, West Des
Moines, Iowa 50266-1066.  The business address of AmerUs is 4949 Westown
Parkway, Suite 245, West Des Moines, Iowa 50266-1066.  The business addresses of
those partners subsequently becoming limited partners by the execution of a
subscription agreement shall be as set forth opposite their names at the end of
such subscription agreement.

5.  DEFINITIONS.

    (a)   Credited Capital Contribution.  The term "credited capital
    contribution" shall mean the amount credited to a partner's capital account
    for the partner's contribution to the capital of the Partnership as set
    forth in paragraph 6.  Such amount shall be the amount of cash contributed
    and the adjusted basis of any property contributed (net of any liabilities
    assumed by the Partnership or any liabilities to which such property is
    subject).  Solely for purposes of making allocations and distributions under
    paragraphs 7, 8 and 9, a partner shall be credited with the amount of
    capital the partner is required to have contributed under paragraph 6(b),
    even if not yet contributed.

    (b)   Capital Account.  The term "capital account" shall mean the sum of:

       (1)   Each partner's credited capital contributions; and

       (2)   Any net profits or non-taxable income allocated to the partner's
       account under paragraph 7,

    less the sum of:

       (3)   Any net losses or unallowable deductions allocated to the partner's
       account under paragraph 7; and

       (4)   The amount of any previous cash distributions and the Partnership's
       adjusted basis in any previous property distributions (net of liabilities
       assumed by such partner or liabilities to which such property is subject)
       to the partner.  

    These provisions are intended to be consistent with United States Treasury
Regulations Section 1.704-1(b)(2)(iv) governing capital accounts.

    (c)   Net Profits And Losses.  The terms "net profits" and "net losses"
    shall mean the taxable income or taxable loss of the Partnership determined
    for purposes of preparing the Partnership information return for federal
    income tax purposes.

    (d)   Non-Taxable Income And Unallowable Deductions.  The terms "non-taxable
    income" and "unallowable deductions" shall mean any items of income or
    deduction properly treated as income or deductions by the Partnership for
    financial accounting purposes but not includable as income or allowable as a
    deduction for federal income tax purposes, and expenditures described in
    Section 705(a)(2)(B) of the Internal Revenue Code.

    (e)   Cash Flow.  The term "cash flow" shall mean the excess of cash
    receipts over cash disbursements for the applicable period; provided,
    however, cash flow shall not include any cash received pursuant to the
    dissolution and termination of the Partnership.

    (f)   Distributable Cash.  The term "distributable cash" shall mean cash
    flow for the applicable period reduced (or increased) by such amounts which
    are determined by the general partner to be reasonably necessary (or not
    longer necessary) to be expended or held as reserves for the conduct of
    partnership business, including expansion thereof, capital improvements, and
    future payments of anticipated obligations and liabilities.

    (g)   Partner.  The term "partner" shall mean the general partner and each
    of the limited partners.

    (h)   Majority In Interest Of The Limited Partners.  The term "majority in
    interest of the limited partners" shall refer to those limited partners
    credited with more than fifty percent (50%) of the limited partners'
    credited capital contributions of those limited partners referred to.

    (i)   "Applicable Rate" shall mean the lesser of:  (1) a per annum rate
    which is two percent (2%) higher than the corporate base interest rate
    announced by Citibank, N.A. (or its successor) during the period the
    indebtedness in question is outstanding, as such corporate base interest
    rate changes from time to time; or  (2) the maximum interest that may be
    charged on such indebtedness under the applicable usury law (if any).

6.  CREDITED CAPITAL CONTRIBUTIONS.

    (a)   Initial Capital Contributions.  The general partner shall contribute
    as a general partner Ten Dollars ($10.00) to the capital of the Partnership,
    which amount shall be credited as a capital contribution and become a part
    of the capital account of the general partner on the date of contribution.

    Each limited partner's capital contribution to the Partnership shall be in
    the amount set forth opposite such partner's name in this Agreement or in
    the subscription agreement executed by such limited partner, which amount
    shall be credited as a capital contribution and become a part of the capital
    account of the limited partner on the date of contribution.  A general
    partner may contribute as a limited partner to the Partner-ship, which
    contribution shall be treated as any other limited partner's contribution.

    (b)   Contribution Upon Certificate Filing.  Upon filing of the certificate
    of limited partnership the credited capital contributions of the partners
    are as follows:

       General Partner:         

          AMI                                   $  10.00

       Limited Partner:

          AmerUs                                $ 990.00


    (c)   Additional Capital Contributions.  If the general partner, with the
    consent of a majority in interest of the limited partners, determines in its
    best judgement that additional capital contributions are required to meet
    anticipated Partnership expenditures then the general partner and the
    limited partners shall contribute the additional capital required in the
    ratios of their credited capital contributions or, if a partner declines to
    make such a contribution, such partner shall have its interest in the
    partnership diluted as provided in the next paragraph below.  Such amounts
    shall be contributed in cash or cash equivalents or by wire transfer of
    immediately available funds to the bank account established in the name of
    the Partnership within thirty (30) business days of notification by the
    general partner to the limited partners.

    If a partner fails to make or declines to make its required additional
    capital contributions within such thirty (30) day period then the defaulting
    partner's credited capital contribution shall cease to include the amount of
    the contribution default and neither the Partnership nor any other person
    shall have any further rights with respect to such unpaid capital
    contribution.  In addition, the nondefaulting partner or partners may loan
    the Partnership the amount of such unpaid capital contribution in accordance
    with paragraph 17 of this Agreement.

7.  PROFITS, LOSSES AND CREDITS.

    (a)   Accounting Period And Method.  The Partnership shall adopt a calendar
    year as its taxable year and shall use the accrual method of accounting.

    (b)   Allocations Of Accounting Income And Credits.  Net profits, net
    losses, non-taxable income, unallowable deductions and credits shall be
    computed for each period and shall be allocated among the partners in
    accordance with their credited capital contributions as of the end of such
    period; provided, however, upon the sale or disposition of any property,
    other than cash, contributed to the Partnership any gain attributable to the
    excess of the fair market value of such property credited to the capital of
    the Partnership at the time of such contribution over its basis to the
    Partnership at such time shall be allocated to the Partner making such
    contribution.

    (c)   Limited On Limited Partner Liability.  Although losses may be
    allocated to a limited partner, no limited partner shall be liable for
    losses of the Partnership beyond the contribution or obligated contribution
    of such partner to the capital of the Partnership.

8.  DISTRIBUTIONS OF DISTRIBUTABLE CASH.

Distributable cash shall be distributed among the partners in accordance with
their credited capital contributions as of such distribution.

Except as provided in this paragraph 8 and paragraph 9, no partner shall be
entitled to withdraw any amount from the partner's capital account.

9.  TERMINATION PROCEEDS.

In the event of the dissolution and termination of the Partnership under
paragraph 11(e) the proceeds shall be allocated as follows:

    First, in payment of all accrued but unpaid debts and liabilities of the
    Partnership (including debts or liabilities to partners) requiring payment
    in order of priority; and

    Second, to expenses of sale of dissolution, including customary brokerage
    fees; 

    Third, to provide such reserves as the dissolving manager deems advisable
    for contingent liabilities of the Partnership (which reserves will be held
    in escrow); and

    Fourth, to all of the partners in accordance with their capital accounts
    after all allocations made to such capital accounts under paragraph 5(b) or
    paragraph 7.

Each partner shall look solely to the assets of the Partnership for the return
of such partner's capital contribution and if the Partnership property remaining
after the payment or discharge of the prior debts, liabilities and distributions
of the Partnership is insufficient to return such capital contribution no
partner shall have any recourse against any other partner.

10.  POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER.    
    (a)   Authority Of The General Partner.  The general partner shall
    diligently apply itself in and about the business of the Partnership. 
    Except as specifically otherwise set forth in this Agreement the general
    partner shall have full, exclusive and complete authority and discretion in
    the management and control of the Partnership business and shall make all
    decisions affecting the Partnership business.  The general partner shall
    manage and control the affairs of the Partnership to the best of its
    abilities and shall use its best efforts to carry out the Partnership
    business.  The rights, powers and duties of the general partner include, but
    are not limited to, the following:

       (1)   To expend the capital and revenues of the Partnership in
       furtherance of the Partnership business and to invest Partnership funds.

       (2)   To borrow money for any Partnership business or purpose, and in
       connection therewith, issue debt securities and hypothecate all or any
       part of the assets of the Partnership to secure repayment of the borrowed
       sums, obtain replacement of, refinance, increase, prepay, modify,
       consolidate or extend, in whole or in part, any obligation for borrowed
       money or any other obligation, mortgage, encumbrance, pledge or other
       security device of the Partnership or affecting its property or
       investments.

       (3)   To cause to be maintained the books and records required by this
       Agreement and to cause income tax returns to be prepared and reports to
       be furnished to limited partners.

       (4)   To make elections under the tax laws as to the treatment of items
       of Partnership income, gain, loss, deduction and credit and as to all
       other relevant matters as it believes advisable, including elections to
       adjust the basis of Partnership property and to serve as "tax matters
       partner"; provided, however, the general partner shall not have the power
       to enter into any agreement extending the time for the assessment of
       federal income tax against any partner.

       (5)   To employ and pay agents to assist in the Partnership business, and
       to pay and be reimbursed by the Partnership for locally reasonable
       expenses and fees incurred by the general partner in connection with the
       organization, operation and dissolution of the Partnership, including,
       without limitation, legal, accounting and consultant fees and expenses,
       including such fees of in-house counsel or accountants, and including
       fees and expenses for such services provided by an affiliate or employee
       of an affiliate or any partner, including the general partner.

       (6)   To arrange to prosecute, defend, settle or compromise actions at
       law or in equity and to satisfy any judgment, decree, decision or
       settlement in connection therewith.

       (7)   To perform any other acts customary or incident to the acquisition,
       ownership, management, operation, improvement, development, leasing or
       disposition of interests in any Partnership property, including sale of
       all or any portion of Partnership property and to enter into all
       contracts, leases and agreements incident to such acquisition, ownership,
       management, operation, improvement, development, leasing or disposition
       and specifically to enter into such contracts, leases and agreements with
       any partner, including the general partner, or any entity or person
       related to or affiliated with any partner, including the general partner.

       (8)   To delegate by contract, power of attorney, or otherwise, all or
       any part of its duties under this Agreement to an entity chosen by the
       general partner, including an entity affiliated with, related to or owned
       by the general partner, and compensate such entity for the performance of
       such duties, provided that such delegation shall not relieve the general
       partner of its responsibilities under this Agreement.

       (9)   To exercise such other rights and powers of general partners of
       limited partnerships authorized or permitted under the laws of the State
       of Iowa, except to the extent any of such rights or powers may be limited
       or restricted by the express provisions of this Agreement.

    (b)   Majority In Interest Of Limited Partners.  Without the written
    agreement of a majority in interest of the limited partners, the general
    partner shall not have the authority to:

       (1)   sell all or substantially all of the assets of the Partnership;

       (2)   liquidate the Partnership, except as permitted in paragraph 11(a)
       of this Agreement;

       (3)   borrow in the aggregate in excess of One Hundred Thousand Dollars
       ($100,000.00) in the name of the Partnership;

       (4)   mortgage or convey or agree to mortgage or convey Partnership
       property or any portion of the Partnership property;

       (5)   prosecute any claim, counterclaim or cross claim, or settle or
       confess judgment on any matter for an amount in excess of One Hundred
       Thousand Dollars ($100,000.00).

    (c)   Indemnification Of Partners.  The partners (including any directors,
    officers and employees of each partner) shall not be liable to each other or
    the Partnership for amounts paid upon settlement or judgment and expenses
    (including attorney's fees) of claims arising out of their activities as or
    for the Partnership resulting from errors in judgment or any acts or
    omissions, whether or not disclosed, which do not constitute willful
    misconduct, fraud or gross negligence provided such persons acted in good
    faith for the benefit of the Partnership.  The general partner shall be
    liable to the limited partners and the Partnership respectively, for their
    willful misconduct, fraud or gross negligence, in the performance of its
    duties as general partner.  To the extent of Partnership assets, the
    Partnership shall indemnify a partner or a director, officer or employee or
    a partner for liability arising out of activities for the Partnership
    (including reasonable attorney's fees) resulting from errors in judgment or
    any acts or omissions, whether or not disclosed, which do not constitute
    willful misconduct, fraud or gross negligence provided such persons acted in
    good faith for the benefit of the Partnership.

    (d)   Debts And Obligations Of Partnership.  No partner, other than the
    general partner, shall make, accept, or endorse any bill of exchange,
    promissory note, or other engagement for the payment of money, or guarantee
    any debt or account on behalf of the Partnership, or pledge the credit of
    the Partnership in any way.

    (e)   Competition.  Any partner may compete with the Partnership without
    limitation.

    (f)   Meetings.  The partners shall meet annually and shall meet at such
    other times as requested by any partners holding ten percent (10%) or more
    of the partners' credited capital contributions upon five (5) prior business
    days written notice, unless such prior notice is expressly waived by the
    other partners.  These meetings shall be held at such time, date and place
    as designated by the general partner.  At such meetings, the partners shall
    review the operations of the Partnership and transact such other business as
    may properly be brought before the meeting.

11.  TERM, DISSOLUTION AND TERMINATION OF PARTNERSHIP.

    (a)   Term And Dissolution Of Partnership.  The term of the Partnership
    shall commence upon filing for record of the certificate of limited
    partnership in the Office of the Secretary of State, and shall continue
    until the earliest of the following (each of which shall be called a
    "dissolving event") upon which the Partnership shall be dissolved:

       (1)   The sale, expiration, abandonment or other disposition of all
       Partnership assets; 

       (2)   Dissolution of the Partnership by judicial decree;

       (3)   At such time as the general partner ceases to be a general partner
       by reason of:

          (a)   In the case of an individual, the death or adjudication of
          incompetency of the individual; or, in the case of a corporation, the
          filing of a certificate of dissolution or the revocation of its
          charter;

          (b)   Upon such person's making an assignment for the benefit of
          creditors, filing a voluntary petition in bankruptcy or adjudication
          of bankruptcy or insolvency;

          (c)   Upon such person's filing a petition, answer or other pleading
          seeking, or failing to contest material allegations in a petition
          seeking, for such person reorganization, arrangement, composition,
          readjustment, liquidation, dissolution, or similar relief under any
          statute, law or regulation or upon 120 days after the commencement of
          such proceeding if not dismissed within such time; or

          (d)   If such person seeks, consents to, or acquiesces in the
          appointment of a trustee, receiver, or liquidator of all or a
          substantial part of such person's properties, or 90 days after the
          appointment, without such person's consent, of such as trustee,
          receiver, or liquidator, unless such appointment is vacated within
          such time or within 90 days after any stay of such appointment within
          such time; or

       (4)   December 31, 2030 or by the decision of the general partner with
       the written agreement of a majority in interest of the limited partners.

    (b)   No Dissolution Or Withdrawal As A Result Of Certain Other Events.  The
    Partnership shall not be dissolved by any event not set forth in paragraph
    11(a), including, but not limited to:  (1) the death, incompetency,
    bankruptcy, insolvency, dissolution or other cessation to exist as a legal
    entity of any limited partner; (2) the assignment by any partner of the
    partner's interest in the Partnership; or (3) the admission of a new
    partner.  No event except as set forth in paragraph 11(a) shall entitle a
    partner or the partner's estate or representative to withdraw from the
    Partnership or to a return of capital.

    (c)   Winding Up, Liquidation, Distribution Of Assets And Termination.  If
    there is a dissolving event under paragraph 11(a) then:

       (1)   The general partner, or if there is none, any person selected by a
       majority in interest of the limited partners (such partner or person
       called the "dissolving manager") shall wind up the affairs of the
       Partnership, sell or otherwise liquidate or dispose of or abandon all of
       the Partnership assets in a manner consistent with attempting to obtain
       the fair market value thereof; and shall terminate the Partnership.

       (2)   The proceeds from such disposition shall be distributed under
       paragraph 9.

12.  NO AUTHORITY OF PARTNERSHIP RECORDS.

The limited partners shall take no part in the control and management of the
Partnership business.  The limited partners shall transact no business or
otherwise act in any manner for or on behalf of the Partnership.  The limited
partners shall have no power to sign for or bind the Partnership.

13.  INSPECTION OF PARTNERSHIP RECORDS.

The Partnership shall keep at its office books and records setting forth a
current list of the full name and last known business address of each partner, a
copy of the Certificate of Limited Partnership and all amendments together with
any executed powers of attorney, copies of the Partnership's federal and state
income tax returns, if any, for the three most recent years, and copies of any
written partnership agreements and of any financial statements of the
Partnership for the three (3) most recent years.  Any partner may inspect and
copy such records provided that the partner's request to inspect and copy is
reasonable and is done at the partner's expense.

14.  ANNUAL REPORTS AND BUDGET.

The general partner shall cause an annual report, which need not be audited,
unless a majority in interest of the limited partners shall otherwise determine,
to be sent to the limited partners not later than seventy-five (75) days after
the close of each taxable year, which report shall include a balance sheet,
operating statement, cash flow statement and statement of distribution of funds
to the partners for such year and a proposed budget for the upcoming year.


15.  SUBSTITUTIONS, ASSIGNMENTS AND ADMISSION OF ADDITIONAL PARTNERS.

    (a)   New Or Substituted General Partners.  The general partner shall not
    substitute a general partner in its respective place without the written
    consent of a majority in interest of the limited partners.  No assignment,
    sale, transfer, pledge or hypothecation of its general partner's interest in
    the Partnership is authorized nor will it be binding upon or accepted by the
    Partnership unless the general partner obtains the prior written consent of
    a majority in interest of the limited partners.  

    (b)   Additional Limited Partners.  The general partner may admit additional
    limited partners upon receipt of such persons' capital contributions to the
    Partnership.

    (c)   Assignment Of Limited Partner Interest.  No assignment, sale,
    transfer, pledge or hypothecation of a limited partner's interest in the
    Partnership is authorized nor will the same be binding upon or accepted by
    the Partnership unless the transferor obtains the prior written consent of
    the general partner (provided, however, such restriction shall not apply to
    any transfer by reason of the death, incompetency or bankruptcy of a limited
    partner, provided that the transferee thereunder shall be bound by the terms
    and provisions of this agreement), which consent shall be in the absolute
    discretion of the general partner and which consent shall in no event be
    granted if, in the opinion of the general partner or of the counsel for the
    Partnership, such assignment, sale, transfer, pledge or hypothecation could
    either:  (1) jeopardize the partnership status of the Partnership for
    federal income tax purposes; or  (2) violate or cause the Partnership to
    violate, any state or federal securities law or any other applicable law or
    governmental rule or regulation; or  (3) adversely affect the availability
    of any federal and state securities law exemption pursuant to which the
    interest in the Partnership were originally offered and sold to the limited
    partners.

    (d)   Substituted Limited Partner.  In connection with a permissible
    assignment of a limited partner's interest, the assignor shall have the
    power and right to substitute the assignee as the limited partner as to such
    interest if all of the following are satisfied:

       (1)   A duly executed and acknowledged written instrument in form
       satisfactory to the general partner is submitted to the Partnership
       setting forth the intention of the limited partner that the assignee
       become a substituted limited partner.

       (2)   The limited partner and assignee execute and acknowledge such other
       instruments as the general partner deems desirable to effect such
       admission, including the written acceptance and adoption by the assignee
       of all the provisions of this Agreement.

       (3)   The general partner shall have consented to substitution of such
       assignee as the limited partner, which consent shall not be unreasonably
       withheld.  A person shall become a substituted limited partner only upon
       the recording of an amended certificate of limited partnership in which
       such person is designated as a limited partner.

Upon the death, legal incompetency or dissolution of a limited partner, such
partner's legal representative or successor shall have all the rights such as
the partner possessed to constitute his or her successor as an assignee and to
join with the assignee in making application to substitute such assignee as
limited partner.

16.  SIGNATURES.

Any check, draft, contract, evidence of indebtedness, deed, mortgage, deed of
trust, lease, contract of sale, bill of sale, certificate of limited
partnership, or other similar document shall be executed for the Partnership by
the general partner and no other signatures shall be required.

17.  LOANS.

Loans by a partner to the Partnership shall not constitute a contribution of
capital to the Partnership or be credited to the capital account of the lending
partner or entitle such partner to any increase in such partner's share of any
allocation or distribution.  Such loans shall be a debt due from the Partnership
to such lending partner and the principal and accrued interest then due thereon
shall be paid in full prior to any other distribution to the partners in respect
of their interest in the Partnership.  Except as otherwise provided in this
paragraph, the partners shall be given the opportunity to loan in proportion to
their credited capital contributions any amount to be borrowed by the
Partnership from partners before a partner may loan the entire amount, and each
partner shall be deemed to have rejected such opportunity unless it agrees to
loan its respective share within fifteen (15) days after the written request to
participate in such loan.  Loans by any one or more of the partners to the
Partnership shall bear interest at the Applicable Rate. 

18.  DESIGNATION.

Each Partner who is not an individual shall designate and each partner who is an
individual may designate ("designating partner") one or more persons
("designated person"), any one of whom shall have full and complete authority
and discretion to act in all matters on behalf of the designating partner as
between the partners with respect to the Partnership.  Each decision, agreement,
consent or other undertaking of the designated person with respect to the
Partnership, shall be binding on the designating partner as between the partners
and may be relied upon by the other partners without further investigation or
determination of authority.

19.  POWER OF ATTORNEY.

    (a)   Grant of Power.  Each of the limited partners irrevocably constitutes
    and appoints the general partner as true and lawful attorney in such limited
    partner's name, place and stead to make, swear to, execute, acknowledge and
    file:

       (1)   Any certificates of the Partnership and any amendments thereto
       required by the Act, including amendments required for the admission of
       additional limited partners and the substitution of a limited partner.

       (2)   Any certificate or other instrument and any amendments thereto
       required to accomplish the business and purposes of the Partnership or
       otherwise permitted under this Agreement, including any business
       certificate or assumed name certificate.

       (3)   Any cancellation of such certificates of Partnership and any
       documents required upon the dissolution and termination of the
       Partnership.

       (4)   New or amended certificates of limited partnership and any
       documents and instruments required to effectuate the continuation of the
       business of the Partnership.

If a limited partner assigns his interest as permitted in paragraph 15(c), the
foregoing power of attorney shall survive the delivery of the instruments
effecting such assignment for the purpose of enabling the general partner to
sign, swear to, execute, acknowledge and file any amendments to the certificate
of limited partnership and other instruments and documents to effectuate the
substitution of the assignee as a limited partner.

    (b)   Limit On Power.  It is expressly intended that the foregoing power of
    attorney under this paragraph 19 is coupled with an interest, and the
    general partner shall not exercise the same in any manner which would:  (1)
    remove the general partner;  (2) enlarge any obligation or liability of a
    limited partner; or  (3) affect any Partnership allocations in a manner
    adverse to the limited partners.

20.  NO PRIORITY AMONG LIMITED PARTNERS.

No present or future limited partner shall have any priority over any other
limited partner as to contributions and compensation by way of income or
otherwise.

21.  NO RIGHT OF LIMITED PARTNERS TO RECEIVE PROPERTY OTHER THAN CASE IN RETURN
FOR CONTRIBUTIONS.

No limited partner shall have any right to demand or receive property other than
cash in return for his or her contribution to the capital of the Partnership;
provided, however, a distribution upon dissolution and termination of the
Partnership may, as provided in this Agreement or as required by law, be in a
form other than cash.

22.  COVENANT NOT TO CAUSE DISSOLUTION.

To the extent Section 402(1) or Section 602 of the Act is construed to grant 
the general partner the power to cause the dissolution or termination of the 
Partnership; notwithstanding such provision, the general partner hereby 
covenants and agrees not to cause the dissolution or termination of the 
Partnership by such partner's voluntary action pursuant to such provision and, 
should such partner cause the Partnership to be dissolved or terminated, prior 
to the occurrence of any event of dissolution or termination otherwise provided 
for herein, such partner shall be liable to all other partners for all damages 
thereby occasioned.

23.  AMENDMENTS.

Amendments to this Agreement may be proposed by the general partner or by any
limited partners holding ten percent (10%) or more of the partners' credited
capital contributions.  Following such proposal, the general partner shall
submit to the limited partners a verbatim statement of any proposed amendment
and the general partner shall include in any such submission a recommendation as
to the proposed amendment.  The general partner shall seek the written vote of
the partners on the proposed amendment.  A proposed amendment shall be adopted
and be effective as an amendment hereto if it receives in writing the
affirmative vote of the general partner and of a majority in interest of the
limited partners excluding the general partner.

Notwithstanding the foregoing paragraph, this Agreement shall not be amended
without the consent of each person adversely affected if such amendment would: 
(i) remove the general partner;  (ii) enlarge any obligation or liability of a
limited partner; or  (iii) affect any Partnership allocations in a manner
adverse to any partner.

24.  NOTICES.

Notices to the partners or to the Partnership to be furnished hereunder shall be
deemed to have been given on the date received at the address provided for in
paragraph 4 if personally delivered or on the date sent by certified or
registered mail in the United States of America unless there has been a notice
of change of address previously given in writing by the addressee in which case
the address shall be that shown on the most recent change of address notice.

25.  BINDING EFFECT.

This agreement shall inure to and bind all of the parties, their estates, heirs,
personal representatives, successors and assigns.

IN WITNESS WHEREOF, the general partner and the limited partners have executed
this Limited Partnership Agreement as of the 21st day of June, 1996.
          
                                AMERUS MANAGEMENT, INC.,
                                General Partner

                                      /S/ William C. Knapp II
                                By:   ---------------------------------
                                      William C. Knapp II, President

                                AMERUS PROPERTIES, INC.,
                                Limited Partner
                                      /s/ Gene Harris
                                By:  ----------------------------------
                                     Gene Harris, Senior Vice President