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                                                                    EXHIBIT 10.4


                   WHITEHALL HOMES AT EDGEWATER MOORINGS, LTD
                         LIMITED PARTNERSHIP AGREEMENT

        This Agreement of Limited Partnership ("Agreement") dated January __,
2001, by and among WHITEHALL HOMES AT EDGEWATER MOORINGS, INC., a Florida
Corporation ("General Partner"), a corporation organized and existing under the
laws of Florida with offices at 290 Cocoanut Avenue, Sarasota, Florida 34236;
and EDGEWATER ONE, LLC, a Florida Limited liability company ("Limited Partner"),
who has executed and delivered to the General Partner Subscription Agreements in
the form prescribed by the General Partner, when, as, and if said Subscription
Agreements have been accepted by the General Partner. Hereinafter, the Limited
Partner, together with any persons hereafter becoming limited partners hereof
and excluding any persons hereafter withdrawing from the limited partnership as
limited partners, from and after the time of such withdrawal, shall be referred
to collectively as the Limited Partners, and, together with the General Partner
shall be referred to collectively as the Partners.

                                 R E C I T A L:

        WHEREAS, the General Partner and the Limited Partner are desirous for
forming a limited partnership (Partnership) pursuant to the Revised Uniform
Limited Partnership Act of Florida (Act);

        NOW, THEREFORE, the parties hereto, being duly sworn, and intending to
be legally bound, hereby state, agree, swear to and certify as follows:

                                Article I. NAME

        1.1. NAME. The name of the Partnership is WHITEHALL HOMES AT EDGEWATER
MOORINGS, LTD, Limited Partnership.

                    Article II. OFFICE AND AGENT FOR SERVICE

        2.1. PLACE OF BUSINESS. The principal office of the Partnership shall be
located at 290 Cocoanut Avenue, Sarasota, Florida 34236 or such other location
as may hereafter be determined by the General Partner. The General Partner shall
notify the Limited Partner(s) of any change in the principal office the
Partnership.

        2.2. AGENT FOR SERVICE OF PROCESS. The agent for service of process for
the Partnership shall be Ronald Mustari, an individual having a business address
at 290 Cocoanut Avenue, Sarasota, Florida 34236 and a residence address at 290
Cocoanut Avenue, Sarasota, Florida 34236 or such other person or corporation as
may be designated by the General Partner and appropriately qualified to serve.

                             Article III. PURPOSES

        3.1. PURPOSES. The purposes of the Partnership shall be to develop the
property described in Exhibit "A" attached hereto (the "Property") with a 140
Unit condominium, single family residential project (the "Project"). The Project
shall proceed pursuant to the development plan completed by the General Partner
and reviewed and approved by the Partnership (the


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"Development Plan"). A copy of the Development Plan is attached to this
Agreement as Exhibit 3.1. The General Partner shall acquire ownership of the
Property in the name of the Partnership for the purposes of the Project, subject
to the rights of approval of the Seller of the Property, and the lending bank.

     3.2  POWERS TO CARRY OUT PURPOSES. In order to carry out its purpose, the
General Partner is empowered and authorized on behalf of the Partnership as
further set forth hereinbelow and subject to the limitations as set forth
herein, to do any and all acts necessary, appropriate, proper, advisable,
incidental to or convenient for the furtherance and accomplishment of its
purposes, and for the protection and benefit of the Partnership including,
without limitation, the acquisition and ownership of the Property by the
Partnership pursuant to that certain agreement for purchase and sale by and
between the Whitehall Quality Homes, Inc., or its assignee, as Buyer, and SMR
Communities Joint Venture, a Florida General Partnership, as Seller, and
Schroeder-Manatee Ranch, Inc., a Delaware Corporation ("SMR") dated January 17,
2001, (Edgewater Moorings) (referred to herein as the "Purchase Agreement");
thereafter, the development of the Project on the Property and the subsequent
marketing, sale and disposition of individual residential condominium units in
the Project.

                                Article IV. TERM

     4.1  TERM. The Partnership shall continue until terminated as provided in
Section 10 hereof.

             Article V. CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

     5.1  CONTRIBUTION BY THE GENERAL PARTNER. The General Partner shall
initially contribute ONE DOLLAR ($1.00) to the capital of the Partnership.
Thereafter, the General Partner shall not be required to contribute monetary
funds to the capital and equity of the Partnership in exchange for its equity
interest therein as set forth below. The General Partner shall be required to
provide and to render all required management and development services to the
Partnership for the Property and the Project, inclusive, as well as to obtain
all necessary acquisition, development and construction funding for the
acquisition of the Property and the development of the Project and shall be
subject to all of the liabilities of the Partnership except as otherwise agreed
between the General Partner and the Partnership and the General Partner and its
creditors.

     5.2  CONTRIBUTIONS BY THE LIMITED PARTNER. The Partnership will offer TWO
MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00) of limited partnership
interests (Limited Partnership Interests). The Limited Partner shall be
obligated to contribute to the capital of the Partnership the aggregate
principal amount of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00),
less a credit which shall be given, for the principal amount of the initial
Limited Partnership Loan (as defined hereafter) at the time of the purchase of
the Property by the General Partner pursuant to the Purchase Agreement. The
Limited Partner Loan shall be converted into Limited Partnership Interests, in
the manner set forth below, The Limited Partner capital contributions are set
forth in Schedule "A" attached hereto and made a part of this Agreement. All
payments made by the Limited Partner shall be made to the Partnership in cash or
by check except for any credit with respect to the Limited Partnership Loan

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as provided herein. The conditions precedent to the obligations of the Limited
Partner to complete its capital contribution is set forth in Exhibit 5.2.

    Upon payment of the total capital contributions of the Limited Partner to
the Partnership, the General Partner and the Limited Partners shall each be
deemed to have an equity interest in the Partnership in proportion to their
respective capital accounts, and neither the General Partner nor the Limited
Partner may transfer their interest in the Partnership without the consent of
all parties hereto and any such transfer shall be in compliance with applicable
security laws, if any.

    5.3 INITIAL CAPITAL ACCOUNTS. The initial capital accounts of the General
and the Limited Partners shall be as follows, after the contribution of the
capital contributions referred to above:

        General Partner:        $1.00
        Limited Partner:        $2,500,000.00

    5.4 LIABILITY OF LIMITED PARTNER(S). INTENTIONALLY DELETED.

    5.5 CAPITAL ACCOUNTS. The Partnership shall establish for each Partner an
initial capital account as provided above. Each Partner's capital account shall
be increased by the net profits from operations allocated to each Partner
pursuant to Section 8 below which Section specifically provides for a preferred
equity and cash flow return to be paid to the Limited Partner from the gross
proceeds of individual condominium unit sales, all as provided hereinbelow.

    Except as otherwise provided in this Agreement, whenever it is necessary to
determine the capital account of any Partner for purposes of Section 8 or 9,
the capital account of such Partner shall be determined after giving effect to
the allocation for the Partnership's current year of net profits and net losses
from operations under Section 8.1, and all distributions for such year under
Section 9.2. Loans by a Partner to the Partnership shall not be considered
contributions to the capital of the Partnership. A Partner shall not be
entitled to withdraw any part of such Partner's capital account or to receive
any distribution from the Partnership, except as specifically provided in this
Agreement. Any Partner, including any substituted Partner, who shall receive an
Interest in the Partnership or whose Interest in the Partnership shall be
increased by means of a transfer to such Partner of all or part of the Interest
of another Partner, shall have a capital account which reflects such transfer.

    5.6 ALLOCATIONS AND DISTRIBUTIONS AMONG LIMITED PARTNERS. Whenever amounts
are allocated or distributed to the Limited Partners, such amounts shall be
allocated or distributed among the Limited Partners in the proportion that the
Unit(s) held by each of the Limited Partners bears to the aggregate Units held
by all of the Limited Partners.

    5.7 DISALLOWANCE OF DEDUCTIONS. Notwithstanding any other provisions of
this Agreement, in the event that any fees paid to the General Partner or its
affiliates pursuant to this Agreement or any Schedule hereto, and deducted by
the Partnership in reliance on Section 707(a) and/or 707(c) of the Internal
Revenue Code of 1986, as amended (Code) are disallowed as deductions to the
Partnership on its federal income tax return and treated as Partnership
distributions, the General Partner shall be allocated items of Partnership
income, if any, in the year such fees were paid, equal to the amount of such
fees for which deductions were disallowed. In


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such event, the amounts paid to the General Partner shall be deemed to be
partnership distributions and not fee payments.

                      Article VI. LOANS TO THE PARTNERSHIP

        6.1. INITIAL LIMITED PARTNER LOAN. It is acknowledged that Limited
Partner has, prior to the date of execution hereof, extended a loan to the
General Partner in the sum of $500,000.00 which loan is evidenced by a Note in
the original principal sum of $500,000.00 (the "Note") and secured by one or
more security instruments. At the time of the closing of the purchase of the
Property by the Partnership pursuant to the terms of the Purchase Agreement, the
initial Limited Partner Loan shall be converted to Limited Partner Interest as
provided in Section 5.2 above. In such event and at the time and date of such
closing, the Limited Partner shall be required to execute a satisfaction and
release of all of the security collateral pledged by the General Partner or
other parties or affiliates on its behalf as security for payment of the Initial
Limited Partner Loan. Pursuant to the terms and provisions of the Note and
security instruments evidencing the Initial Limited Partner Loan, in the event
that the Purchase Agreement shall be terminated by General Partner as Buyer, the
obligations of the General Partner to the Limited Partner shall continue as set
forth in the loan documents evidencing said loan.

        In the event that the Purchase Agreement shall be elected to be
terminated by the General Partner as Buyer pursuant to its terms and provisions
then, in such event as provided and pursuant to the terms and provisions of the
Note evidencing the Initial Partnership Loan and the Loan Documents and other
security instruments (as defined in such Note) all evidencing and governing the
Initial Limited Partnership Loan, the obligations of the General Partner to the
Limited Partner will continue pursuant to and as set forth in such Loan
Documents.

        6.2. LOANS TO THE PARTNERSHIP. If the General Partner or the Limited
Partners shall make any loan or loans to the Partnership or advance money on its
behalf (other than as expressly required herein), the amount of any such loan or
advance shall not be deemed an increase in or contribution to the capital
account of the lending Partner or entitle such lending Partner to any increase
in his share of the distributions of the Partnership, or entitle or subject such
lending Partner to any greater proportion of the profits, gains, or losses which
the Partnership may sustain. Except as provided herein: (i) the General Partner
or any affiliate of the General Partner (Affiliate) may, but is not obligated
to, loan or cause to be loaned to the Partnership such additional sums as the
General Partner deems appropriate and necessary for the conduct of the
Partnership's business; (ii) loans made by a General Partner, or any Affiliate
of the General Partner, shall be upon such terms and for such maturities as the
General Partner deems reasonable; (iii) if: (a) the General Partner or any
Affiliate of a General Partner borrows money and reloans the money to the
Partnership, such General Partner or its Affiliate shall be reimbursed for the
actual interest paid by such party on such original loan, and other borrowing
costs incurred; (b) the General Partner or any Affiliate of the General Partner
loans its own money to the Partnership, the Partnership shall pay interest to
the General Partner or its Affiliate at a rate of interest equal to the rate of
interest earned by any Lender to the Partnership with respect to the
acquisition, development or construction of the Property and/or Project; and
(iv) any such loans referred to in this Paragraph 6.2 and the interest earned
thereon (but in no event at a rate greater than the maximum rate allowed by the
appropriate usury law) may be payable from borrowings, cash flow and reserves,
to the extent such reserves are not committed to repairs, and shall immediately
become due and payable upon the sale, exchange or other disposition of all or
substantially all of



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the Partnership's property or prior to any distributions of capital or interim
capital items to the Partners, provided however that all such repayments shall
be subject to the priority of distributions to the limited partner as set forth
below.

                      Article VII. MANAGEMENT AND CONTROL

        7.1. OVERALL MANAGEMENT AND CONTROL. The General Partner shall have
full, exclusive and complete discretion in the management and control of the
Partnership for the purposes set forth in Section 3. Such discretion shall
include, without limitation, the right to cause the Partnership to do the
following and to perform any of the following on behalf of the Partnership:

                a. Acquire ownership to the Property in the name of the
Partnership pursuant to the terms of the Purchase Agreement.

                b. Perform any and all acts necessary to carry out any and all
agreements entered into or required in connection with the Purchase Agreement
and to pay all sums due pursuant thereto.

                c. Expend funds, including profits, in furtherance of the
Partnership's business and the development of the Project.

                d. Employ, on behalf of the Partnership and in connection with
the Project, individuals, firms and corporations, and professionals on such
terms and for such compensation as the General Partner shall, in its reasonable
discretion, determine.

                e. Do all acts and things which, in the General Partner's
judgment, are necessary or desirable for the proper management of the
Partnership, the Property, the Project and/or its other assets.

                f. Compromise, submit to arbitration, sue or defend any and all
claims for or against the Partnership.

                g. Make or revoke any election permitted the Partnership by any
taxing authority. The General Partner is hereby specifically authorized to act
as the "Tax Matters Partner" under the Code and in any similar capacity under
state and/or local law.

                h. In the ordinary course of the Partnership business, buy,
sell, transfer, assign, convey, lease or sublet portions of the property or
assets on behalf of the Partnership, upon such terms and conditions and for
such consideration as the General Partner may determine; however, such
authority shall not include a sale of all of the Property or substantially all
of the assets or the Project.

                i. Obtain a written lending commitment and to borrow funds for
the Partnership purposes for acquisition of the Property and development and
construction of the Project and subsequent thereto refinance any such loans or
mortgages on behalf of the General Partner and/or the Partnership upon terms
and upon such security as the General Partner shall determine.


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            j.  Disseminate financial and other reports to the Limited Partners.

            k.  Maintain or cause to be maintained proper books and records of
the Partnership.

            l.  Assist the Accountants for the Partnership in the preparation of
financial statements and tax returns.

            m.  Execute and file necessary certificates and other Partnership
documents including any amendment thereto.

            n.  To invest funds of the Partnership, including funds held as
reserves, in certificates of deposit, interest-bearing time deposits in state or
national banks; in United States Government securities; in bank repurchase
agreements, bankers' acceptances or money market funds, as the General Partner
may, from time to time, deem to be in the best interests of the Partnership.

            o.  To acquire, enter into and pay for any contract of insurance
which the General Partner reasonably deems necessary and proper for the
protection of the Partnership, for the conservation of the assets of the
Partnership, or for any purpose beneficial to the Partnership.

            p.  To employ attorneys, brokers, consultants, managers and
accountants on behalf of the Partnership, including affiliates of the General
Partner.

            q.  To establish reasonable reserve funds from income derived from
the Partnership's operations or from capital transactions to provide for future
requirements of the Partnership.

            r.  To perform or cause to be performed all of the Partnership's
obligations under any agreement to which the Partnership is a party.

            s.  To make, execute and deliver any and all documents of transfer
and conveyance and any and all other instruments and agreements, including
agreements with regulatory agencies, that may be necessary or appropriate to
carry out the powers herein granted.

            t.  Perform any and all acts and execute any and all documents as
the General Partner shall deem necessary or appropriate to carry out the
purposes of the Partnership.

            u.  Borrow funds in the name of the Partnership from the General
Partner, or from affiliates of the General Partner, provided however, that all
repayments of principal or interest on such loans shall be subordinate to the
provisions of this Agreement relating to the preferred return to be paid to the
Limited Partner.

        The General Partner agrees to manage and control the affairs of the
Partnership to the best of its ability, and to conduct the operations
contemplated under this Agreement in a careful and prudent manner and in
accordance with good industry practice. Except as otherwise provided herein, all
Partnership decisions shall be made by the General Partner. The General Partner
shall devote such time as, in its discretion, may be necessary for the proper
performance of its duties


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hereunder, and may subcontract to others any portion of its management duties
hereunder, but such subcontracting shall not relieve the General Partner from
its supervisory obligations and responsibilities set forth herein.

     7.2.  LIMITATION ON MANAGEMENT RIGHTS. Notwithstanding the generality of
the foregoing, the General Partner shall not be empowered (without the consent
of the Limited Partner) to:

           a.  Do any act in contravention of this Agreement;

           b.  Possess the Property or other Partnership property including,
without limitation the Property or assign any rights in specific Partnership
property for other than a Partnership purpose;

           c.  Admit a person as a substitute General or Limited Partner,
except as otherwise permitted in this Agreement;

           d.  Change or reorganize the Partnership into any other legal form;

           e.  Require any Limited Partner to make any contribution to the
capital of the Partnership not provided for herein; or

           f.  Amend this Agreement, if any such amendment would materially
change the rights, duties and obligations of the parties to this Agreement.

           g.  Reinvest the proceeds of any loan secured by the Partnership
Property received by the Partnership in any manner for other than the benefit
of the Partnership or in any manner inconsistent with the Development Plan or
the Partnership's objectives.

           h.  Construct improvements to the Property or Project not
contemplated by the Development Plan.

           i.  Borrow money in the name of the Partnership or utilize property
owned by the Partnership as collateral security for loans other than the
development and acquisition loan referenced in the Development Plan, provided
however, that this limitation shall not apply to borrowing in the name of the
Partnership from the General Partner, or affiliates of the General Partner.

           j.  Sell or contract to sell units other than in accordance with the
schedule of minimum prices approved and agreed upon by the Partners is attached
hereto as Schedule 7.2(j) (the "Schedule of Minimum Prices"), provided however,
that if units are sold at prices different than the agreed Schedule of Minimum
Prices, the scheduled payment due the Limited Partner as provided herein shall
be based on the greater of the Schedule of Minimum Prices or the actual sales
price.

           k.  Make any change in the Development Plan which would have the
effect of lowering the total project budgeted sell out by more than 20%.

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          l. Make any change in the budget for the completion of the Project and
implementation of the Development Plan as approved by the Partners (the
"Budget"), which change shall increase any category by more than 10% over the
approved amount, unless there are other changes in other categories which will
reasonably lower the proposed change to not more than 10% over the approved
amount. A copy of the Budget is attached to this Agreement as Exhibit 7.2(1).

          m. Make any expenditure, or incur any obligation by or on behalf of
the partnership involving a sum in excess of one hundred and ten percent (110%)
of the amount budgeted therefor in the Development Plan and/or the approved
Budget.

          n. Notwithstanding the foregoing limitations on changes in the budget,
General Partner may make a change in excess of such allowed amount if General
Partner shall fund the excess change from other than Partnership funds, or loan
proceeds otherwise available to the Partnership from Partnership borrowings
(other than loans from the General Partner or an affiliate of the General
Partner).

          o. Sell or contract to sell the Property or Project in a bulk sale
except to a bona fide third party purchaser in an arms length transaction.

     7.3 RIGHT TO EXAMINE PARTNERSHIP RECORDS, ETC. Each Limited Partner shall
have the right to examine the books and records of the Partnership at its
principal place of business during regular business hours and to make
reasonable inquiry as to Partnership affairs.

     7.4 RIGHT TO REMOVE GENERAL PARTNER. The General Partner may not
voluntarily withdraw from the Partnership. The Limited Partner(s) shall have
the right to remove the General Partner for cause upon the affirmative vote of
the Limited Partner who at least holds One Hundred percent (100%) of the
outstanding Limited Partner Units. At the request of Limited Partners who hold
at least One Hundred percent (100%) of the outstanding Units, the General
Partner shall call a meeting, within 5 days after such notice, on the question
of removal and the selection of a substitute General Partner. If there would be
no remaining General Partner after the removal of the General Partner, at least
one substitute General Partner shall be simultaneously selected by a vote of
Limited Partners who own collectively at least One Hundred percent (100%) of
the outstanding Units. The substitute General Partner shall succeed to the
interest of the General Partner and be entitled to all distributions to the
General Partner under Article VIII and IX and as elsewhere provided in this
Agreement. If a substitute General Partner is not simultaneously elected, the
Partnership shall thereupon terminate in accordance the Section 10 hereof. Upon
a General Partner's removal, the Interest of such General Partner in the
Partnership shall be automatically converted into a Limited Partnership
Interest as of the date of such removal, in accordance with and subject to the
terms and conditions set forth in section 10.2.

     For all purposes of this Section 7.4, the right of the Limited Partners to
remove the General Partner for cause upon affirmative vote of the Limited
Partners as provided hereinabove shall be limited, specifically, to a finding
of the following cause for such removal having occurred and having not been
remedied by such General Partner for a period of thirty days after written
notice thereof from the Limited Partners:


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            a.    The default by the General Partner in its obligations under
the terms and provisions of the Purchase Agreement and the failure to cure such
default within any curative period as provided under such Purchase Agreement; or

            b.    An event of default under the terms and provisions of any
perspective acquisition, development and construction loan financing loan
obtained by Borrower with respect to acquisition of the Property and the
development and construction of the Project thereon, or the failure to cure
such event of default within any curative period as provided thereunder; or

            c.    The failure and/or default by the Managing General Partner in
satisfying and discharging all obligations and requirements of this Agreement,
including, but not limited to the provisions hereof related to affirmative
obligations of the Managing General Partner.

      7.5.  NO MANAGEMENT BY LIMITED PARTNERS. The Limited Partners shall take
no part in the management of or transact any business for or on behalf of the
Partnership and neither shall have any right or authority to act for or bind
the Partnership. The exercise of the rights and powers of a Limited Partner
under Sections 7.2 and 7.4 hereof shall not be deemed taking part in the
day-to-day affairs of the Partnership of the exercise of control over
Partnership affairs.

      7.6.  CONFLICTS OF INTEREST. Any Partner may engage in or possess an
interest in other business ventures of any nature or description independently
or with others, including but not limited to, the real estate business in all
phases which shall include, without limitation, ownership, operation,
management, syndication and development of real property, and neither the
Partnership nor any Partner shall have any rights in or to such independent
ventures or the income or profits derived therefrom.

      7.7.  LIMITATIONS ON GENERAL PARTNER'S LIABILITY. The General Partner
shall not be liable, responsible or accountable in damages or otherwise to any
other Partner or the Partnership for any acts performed by it in good faith an
within the scope of this Agreement. The General Partner shall, however, be
liable for such actions to the extent they are attributable to gross negligence
or fraud. The General Partner shall not be liable to any other Partner or the
Partnership in the event that any taxing authority disallows or adjusts any
income, deductions or credits in the Partnership's tax returns.

      7.8.  LIMITATION ON LIABILITY OF THE GENERAL PARTNER FOR RETURN OF
LIMITED PARTNER'S CAPITAL. The General Partner shall not be liable for the
return of the Capital Contributions of the Limited Partners, or any portion
thereof, except as provided herein relating to the obligation to make
distributions from funds specified herein.

      7.9.  INDEMNIFICATION OF THE GENERAL PARTNER. The Partnership, but not
any Limited Partner, shall indemnify and hold harmless the General Partner and
its shareholders, successors, assigns, officers and directors, for any claim,
loss, damage, liability, action, cost or expense (including reasonable attorney
fees) arising out of any act or failure to act by them (including any act or
failure to act as "tax matters partner") if such act or failure to act is in
good faith, within the scope of this Agreement and is not attributable to gross
negligence or fraud, or arising out of any obligation assumed or performed on
behalf of the Partnership, performed by them in good faith and within the scope
of this Agreement. The Partnership and the General Partner shall indemnify and
hold harmless the Limited Partner from and against all liabilities, damages,
and actions


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(including attorneys' fees) which may arise from this Agreement and the
development and sale of the Project, including any actions or claims of Unit
owners of Condominium Associations and excepting, specifically, any actions,
damages or liabilities resulting from the breach of this Agreement by the
Limited Partner or resulting or arising from or attributable to gross
negligence or fraud of the Limited Partner, its agents or employees.

     7.10.  RELATED PERSONS. The fact that a partner or any "Related Person"
(as hereinafter defined) is employed by the Partnership, or is directly or
indirectly interested in or connected with any person, firm, or corporation
employed by the Partnership to render or perform a service, or from which or
whom the Partnership may purchase any property, shall not prohibit the General
Partner from employing such person, firm or corporation or from otherwise
dealing with him or it, and neither the Partnership nor the Partners thereof
shall have any rights in or to any income derived therefrom, provided that any
such transaction is done in good faith and on not materially less favorable
terms than would be obtainable from an unrelated party. Neither the Partnership
nor any of the Partners shall, as a consequence of the Partnership relationship
created herein, have any rights in or to any income or profits derived
therefrom. A "Related Person" shall include any person, firm or corporation
affiliated with a Partner; and any partner, venturer, employee, officer,
director, or shareholder thereof; or any member of the family of any of the
foregoing.

     7.11.  AFFIRMATIVE OBLIGATIONS OF MANAGING GENERAL PARTNER. The Managing
Partner shall have the following affirmative obligations as a part of the
Development Plan approved by the Partners:

            a. To build, develop, supervise, and contract for the construction
of condominium phases, units and condominium common elements and amenities of
the community and, as necessary, supervise and engage in financing activities
on behalf of the Partnership as set forth in the Development Plan and to
supervise and engage in sales of the individual condominium units, which
obligation shall include, but shall not be limited to the affirmative
obligations to cause the substantial completion of the items specified in
Exhibit 7.11 hereof in accordance with the dates therein specified.

            b. To supervise all necessary staff and to attend to the hiring of
staff as required from time to time.

            c. To review all prices, fees and rates for the Development Plan
and the sale of the individual condominium units.

            d. To maintain all licenses and permits required to accomplish the
Development Plan and the sale of the individual condominium units.

            e. To maintain suitable internal accounting and internal auditing
systems.

            f. To maintain such inventories, provisions, supplies and equipment
as may be required in order to develop and construct the improvements
contemplated by the Development Plan and to engage in the sale of the individual
condominium units.

            g. To plan, prepare and contract for ongoing advertising and
promotional programs reasonably required to sell the individual condominium
units.

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            h.  To maintain full, true and accurate records and accounts of the
business transactions of the Partnership.

            i.  To provide the Partners with a quarterly operating statement
within 45 days after the last day of each calendar quarter, and to provide an
annual operating statement within 90 days after the last day of each fiscal
year.


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                 Article VIII. ALLOCATION OF PROFITS AND LOSSES

     8.1 ALLOCATION OF INCOME TO THE LIMITED PARTNER. If the Partnership has
taxable income for a tax year, the Limited Partner shall be allocated taxable
income of the Partnership for such year in accordance with the following:

     a. An amount of the taxable income for such year equal to the aggregate
amount of tax losses of the Partnership allocated to the Limited Partner for
prior tax years of the Partnership, until such amount of taxable income
allocated to the Limited Partner for the present tax year and all previous tax
years equals the aggregate of all tax losses allocated to the Limited Partner
for all previous tax years; and

     b. In addition to the foregoing, after the Limited Partner has received
distributions from the Partnership which in the aggregate equal the sum of
$2,500,000.00, the Limited Partner shall be allocated taxable income each year
equal to the amount of distributions received from the Partnership for such tax
year, or part thereof.

     c. After the Limited Partner has been allocated taxable income in an
amount equal to the sum of all tax losses allocated to the Limited Partner for
all tax years of the Partnership and $2,500,000.00, the Limited Partner shall
not be allocated further taxable income, except to the extent that the Limited
Partner in each tax year receives distributions from the Partnership.

     8.2 ALLOCATION OF INCOME TO THE GENERAL PARTNER. The balance of all
taxable income for each taxable year not allocated to the Limited Partner shall
be allocated to the General Partner.

     8.3 ALLOCATION OF LOSSES. The Partners shall be allocated tax losses of
the Partnership for any tax year in proportion to their capital accounts as of
the end of such year, after such accounts are charged with distributions from
the Partnership during such year. To the extent that the General Partner's
basis shall under the tax law require the suspension of tax losses otherwise
allocable to the General Partner, such losses shall be allocated to the Limited
Partner.

     8.4 INTERIM CAPITAL TRANSACTIONS. Intentionally omitted.

     8.5 NET GAIN FROM DISSOLUTION AND TERMINATION. Except for any depreciation
recapture, all net gains and net losses of the Partnership in connection with a
sale of substantially all of its assets or dissolution and termination of the
Partnership, as determined for federal income tax purposes, will be allocated
in the following order of priority, to the extent applicable:

          a. First, any such gain in an amount equal to the "minimum gain" (as
defined in Treasury Regulation Section 1.704-1(b)(4)(iv)(c)) attributable to
the property which is the subject of the capital transaction giving rise to
such gain (whether or not such gain has been recognized for federal income tax
purposes) will be allocated to all Partners with an Adjusted Capital Account
Deficit in the amount and in proportions necessary to eliminate such Adjusted
Capital Account Deficit as quickly as possible;

          b. Then, an amount equal to the deficit in the capital account of
each Partner shall be allocated to each Partner with a deficit remaining in his
capital account. (In the event that such net gains are less than the aggregate
of the deficits in the capital accounts of each such



                                       12

<PAGE>
Partner, such gains shall be allocated among such Partners in the same ratio
that the deficit in the capital accounts of each such Partner bears to the
aggregate of all such Partners' deficits);

          c.   Then, to the Partners in amounts equal to the amounts distributed
pursuant to Section 9.2 hereof and in the same order of priority; provided,
however, the allocation set forth in this Subparagraph shall occur before the
distribution referred to in Section 9.2 hereof.

     8.6  NET LOSSES FROM DISSOLUTION AND TERMINATION. INTENTIONALLY DELETED.

     8.7  DEPRECIATION RECAPTURE. Notwithstanding the foregoing, if the taxable
gain to be allocated pursuant to Section 8.2 or 8.3 above includes income
treated as ordinary income for federal income tax purposes because it is
attributable to the recapture of depreciation, such gain so treated as ordinary
income shall be allocated to and reported by the Partners in proportion to their
accumulated depreciation allocations, and the Partnership shall keep records of
such allocations.

     8.8  SPECIAL ALLOCATIONS. In the event any Partners unexpectedly receive
any adjustments, allocations, or distributions described in Treasury Regulation
Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially
allocated to such Partners in accordance with Regulation Section
1.704-1(b)(4)(iv)(d) in an amount and manner sufficient to allocate the deficit
balances as quickly as possible. Any special allocations of items of income or
gain pursuant to this Section shall be taken into account in computing
subsequent allocations of Profits pursuant to this Section, so that the net
amount of any items so allocated and the Profits, Losses and all other items
allocated to each Partner pursuant to this Section, to the extent possible, be
equal to the net amount that would have been allocated to each such Person
pursuant to the provisions of this Section if such unexpected adjustments,
allocations or distributions had not occurred.

     8.9  CHANGE IN ALLOCATIONS. It is the intent of the Partners that each
Partner's distributive share of income, gain, loss, deduction, or credit (or
item thereof) shall be allocated in accordance with this Section 8 to the
fullest extent permitted by Section 704(b) of the Code and Regulations. In order
to preserve and protect the allocations provided for in this Section 8 the
General Partner is authorized and directed to allocate income, gain, loss,
deduction or credit (or item thereof) arising in any year differently than
otherwise provided for in this Section 8 if, and to the extent that, the
allocations under this Section 8 would cause the allocations to violate Section
704(b) of the Code or its Regulations thereunder. Any allocation made pursuant
to this Section 8.6 shall be deemed to be a complete substitute for any
allocation otherwise provided for in this Section 8 and no amendment of this
Agreement or approval of any Partner shall be required.

     Notwithstanding any paragraph in this Article 8, it is the intent of the
Partners that the Limited Partner shall be allocated ordinary taxable income of
no more than the lesser of actual distributions to the Limited Partner in excess
of its initial capital contribution or an amount equal to the sum of
$2,500,000.00 plus any losses allocated to the Limited Partner, and in the event
that the Limited Partner shall receive less than its initial capital
contribution in total distributions from the limited partnership, it shall be
allocated a loss in the amount of such deficiency.

     8.10 TAX ALLOCATIONS. Notwithstanding the provisions of paragraph 8.3
hereof and in accordance with Code Section 704(c) and the Regulations
promulgated thereunder, income, gain, loss and deduction with respect to any
property contributed to the capital of the Partnership shall


                                       13
<PAGE>
solely, for tax purposes, be allocated as quickly as possible among the
Partners so as to take into account any variations between the adjusted basis
of such property to the Partnership for federal income tax purposes and the
fair-market value of such property as of the date such property was contributed
to the capital of the Partnership.

                     Article IX. DISTRIBUTIONS TO PARTNERS

      9.1.  DISTRIBUTIONS TO THE LIMITED PARTNER. The Limited Partner shall be
entitled to a priority of distribution from sales of condominium units until the
aggregate distributions to the Limited Partner totals 200% of the Limited
Partner Capital Contributions as detailed and as provided in Section 5.2 of this
Agreement. After the aggregate distributions to the Limited Partner totals 200%
of the Limited Partner Capital Contributions, the Limited Partner shall not be
entitled to further distributions from the Partnership, and shall retire as a
Partner from the Partnership. After the aggregate distributions to the Limited
Partner totals 200% of the Limited Partner Capital Contributions, the Limited
Partner shall be deemed to have received the return of his capital account.

      9.2.  DISTRIBUTIONS TO LIMITED PARTNER FROM SALES OF UNITS. The General
Partner shall direct each closing agent engaged by the Partnership with respect
to the closing of the sale of individual condominium units in the Project to
make to the Limited Partner at the time of each such closing a preferred
distribution in an amount equal to 8% of the gross sales price for each of the
first twenty individual condominium units sold by the Partnership in the
Project and an amount equal to 12% of the gross sales price for all remaining
individual condominium units in the Project, provided however, that if units
are sold at prices different than the agreed Schedule of Minimum Prices, the
scheduled payment due the Limited Partner as provided herein shall be based on
the greater of the Schedule of Minimum Prices or the actual sales price. Such
preferred distributions shall continue by the closing agent(s) until such time
as the General Partner has confirmed that the Limited Partner has received an
amount totaling in the aggregate 200% of the Limited Partner Capital
Contribution as set forth in Section 5.2. The percentages of each unit gross
sales price required to be paid above are based upon the projected sales prices
for individual condominium units in the Project as previously determined by the
General Partner and shall be set forth as an exhibit to this Partnership
Agreement and shall govern the distributions for all purposes. Any adjustment
in such percentages shall be agreed, in writing, by all of the Partners. The
amount of the preferred distribution shall be the stated percentage of the
greater of the minimum approved sales price or the actual sales price. "Sales
price" as used in this section shall include charges to buyer of the unit for
the options and upgrades.

      9.3.  DISTRIBUTIONS TO LIMITED PARTNER OTHER THAN FROM SALES OF UNITS.
The General Partner shall direct each closing agent of a sale of Partnership
property other than units, and of a re-finance of Partnership property with
respect to the closing of the sale or refinance to make to the Limited Partner
at the time of each such closing a preferred distribution in an amount equal to
the proceeds of such sale or refinance available to the Partnership after the
satisfaction of loans to the partnership approved by the Limited Partner. Such
preferred distributions shall continue by such closing agent(s) until such time
as the General Partner has confirmed that the Limited Partner has received an
amount from distributions under this section and the preceding section totaling
in the aggregate 200% of the Limited Partner Capital Contribution as set forth
in Section 5.2.


                                       14
<PAGE>


     9.4. DISTRIBUTIONS TO THE GENERAL PARTNER.  The General Partner shall be
entitled to receive distributions from the Partnership in accordance with the
following:

     a.   Distributions to the General Partner shall be from net closing
proceeds from each closing in excess of costs of closing as disclosed on the
closing statement, after required loan pay-down, and after the amounts disbursed
to the limited partner as a priority distribution as detailed above, in
accordance with this Article.

     b.   The General Partner shall receive the reimbursement of sums equal to
the allocated general overhead costs of 4% of the gross sales price of the
individual units in the Project paid at each closing which have been expended by
the General Partner as disclosed on the approved budgets.

     c.   In addition to the foregoing, until the distributions from the
Partnership to the Limited Partner (as paid to the Limited Partner by the
closing agents of the respective unit closings, and otherwise from the
commencement of the Partnership) are in the aggregate the sum of $2,750,000.00,
from the remaining net closing proceeds the General Partner shall receive an
amount which shall, when added to amounts distributed to the General Partner
from the Partnership in the current and prior tax years (other than
distributions of the allocated general overhead cost reimbursement as in b.
above), in the aggregate be equal to the greater of 40% of the taxable income
allocated to the General Partner for the tax year of the distribution and prior
tax years, or the actual amount of the aggregate tax paid by the General Partner
for the tax year of the distribution and prior tax years.

     d.   If the General partner chooses to receive additional distributions
from the remaining net closing proceeds after the distributions above, the
Limited Partner shall receive as a distribution an amount equal to the sums
distributed to the General Partner. Distributions to the Limited Partner under
this subsection shall be counted in satisfaction of the distributions to which
the Limited Partner is entitled under Article 9.1 of this Agreement.

     e.   After the Limited Partner has received distributions which in the
aggregate total $2,750,000.00, and after the satisfaction of the distributions
to the Limited Partner from the closing proceeds pursuant to Article 9.2, the
General Partner shall receive as a distribution from the Partnership the
remaining net closing proceeds, without the limitations in (c) above or the
requirement for distributions to the Limited Partner (as provided in subsection
d. above) in excess of the distributions detailed in Article 9.2.

     9.5. CASH DISTRIBUTIONS.  All cash distributions to the Limited Partners
shall be made to the Limited Partners at the addresses specified on attached
Schedule A, or such other address of which a Limited Partner shall notify the
Partnership in writing.

     9.6  DISTRIBUTIONS IN KIND.  If any assets of the Partnership shall be
distributed in kind, such assets shall be distributed to the Partners entitled
thereto as tenants-in-common in the same proportions in which such Partners
would have been entitled to cash distributions.

     9.7. ONLY CASH IN RETURN OF CAPITAL.  No Partner shall be entitled to
demand and receive property other than cash in return for such Partner's Capital
Contributions to the Partnership, and no Partner shall have the right to sue for
a partition of Partnership property.

                                       15

<PAGE>
     9.8. STANDARDS FOR DISTRIBUTIONS AND ALLOCATIONS. The methods hereinabove
set  forth by which distributions and allocations are made are hereby expressly
consented to by each Partner as an express condition to becoming a Partner.

                     Article X. DISSOLUTION AND LIQUIDATION

     10.1. DISSOLUTION. The Partnership shall be dissolved, and its business
wound up, upon the earliest to occur of:

          a. The Project has been completed and all of the individual single
family, residential condominium units in such Project have been sold and/or
conveyed;

          b. The General Partner's determination, with the consent of the
holders of at least One Hundred percent (100%) of the outstanding Limited
Partnership Units, that the Partnership should be dissolved;

          c. The death, incompetency, insolvency, bankruptcy or removal of a
General Partner, unless the remaining General Partner if any, consent(s) in
writing within sixty (60) days of such event to continue the Partnership. If
there is no remaining General Partner, the Partnership shall terminate unless
the holders of at least One Hundred percent (100%) of the outstanding Limited
Partnership Units consent in writing within 30 days of such event to continue
the Partnership, and a successor General Partner is elected by the holders of
at least One Hundred percent (100%) of the outstanding Units within such
thirty-day period; or

          d. The sale of all, or substantially all of the Partnership's assets.

          For the purposes of this Agreement, the bankruptcy of a General
Partner shall be deemed to occur when such Partner files a petition in
bankruptcy or voluntarily takes advantage of any bankruptcy or insolvency law,
or is adjudicated a bankrupt, or when a petition or answer is filed proposing
the adjudication of such Partner as a bankrupt and such Partner either consents
to the filing thereof, or such petition or answer is not discharged or denied
prior to the expiration of 120 days from the date of such filing. The
insolvency of a Partner shall be deemed to occur when such Partner's assets are
insufficient to pay such Partner's liabilities.

     10.2. CONTINUATION OF PARTNERSHIP. In the event the Partnership is
continued upon the death, incompetency, insolvency, bankruptcy or removal of a
General Partner, the Partnership Interest of such General Partner shall be
converted into a Limited Partnership Interest as of the date of such event. Upon
the happening of such event, such Limited Partnership Interest shall be entitled
to one hundred percent (100%) of all distributions and allocations pursuant to
Section 8 and 9 hereof to which such General Partner was entitled prior to such
event and not other distribution or allocation subsequent to such event. Such
interest being subordinate and inferior to payment of the priority distribution
to Edgewater One, LLC. Such Limited Partnership Interest, including all of the
rights and obligations of a Limited Partner under this Agreement, shall descend
and vest in such General Partner or his or its successors, heirs, legatees or
legal representatives. Such General Partner, or such successors, heirs, legatees
or legal representatives may be admitted as a Limited Partner in accordance with
the provisions of Section 11.3.


                                       16


<PAGE>
            Notwithstanding anything to the contrary in this Agreement, it is
expressly agreed and understood that a deceased, incompetent, insolvent,
bankrupt or removed General Partner and his or its heirs, legatees, successors
or legal representatives shall remain fully liable for all Partnership
liabilities and obligations arising prior to the date of any of such events,
whether such liabilities and obligations are fixed or contingent as of such
date. The liability of the deceased, incompetent, insolvent, bankrupt or
removed General Partner shall continue with respect to such liabilities as if
the deceased, incompetent, insolvent, bankrupt or removed General Partner has
remained and continued as a General Partner of the Partnership.

      10.3. EARLY TERMINATION OF THE PARTNERSHIP. In the event the Partnership,
prior to the Closing on the Property, or prior to the development of the
Property into condominium units, sells the Property, the Limited Partner shall
receive the following:

            a.    The repayment of any loans it has made to the Partnership,
with interest as provided in such loan documents; and

            b.    The repayment of all contributions to capital actually made
previous to such sale; and

            c.    An additional distribution equal to the greater of 15% of the
capital contribution made prior to such sale, or 50% of the profit resulting
from the sale.

            d.    All sums due under this section shall be paid at the time of
the sale.

                 Article XI. ASSIGNMENT OF INTEREST OF PARTNERS

      11.1. ASSIGNMENT OF INTEREST OF PARTNERS. The Partnership Interest of any
Partner may be assigned only as permitted by the provisions of this Section 11.
Neither the Partnership nor the Partners shall be bound by any such assignment
until a counterpart of the instrument of assignment, executed and acknowledged
by the parties thereto, is delivered to the Partnership, and such assignment
shall be effective as of the date specified therein, subject to compliance as
hereinafter set forth, with applicable federal and state securities laws. Any
pledge, mortgage, hypothecation or assignment of a Limited Partner's Interest
shall only be permitted if, at the request of the General Partner, such Partner
obtains at such Partner's sole expense, an opinion of counsel reasonably
satisfactory to counsel for the Partnership, that such transfer of the Limited
Partnership Interest is exempt from the registration requirements of the
Securities Act of 1933, as amended, and other applicable state securities laws.

      11.2. RESTRICTIONS ON ASSIGNMENT OF INTEREST. Except as may be provided
in Sections 7.4, 10 or 12.1, and subject to the conditions set forth in Section
11.1 above, no Partner shall transfer, sell, assign, give or otherwise dispose
of his or her Partnership Interest or a part thereof, whether voluntarily or by
operation of law, or at judicial sale or otherwise.

      11.3. SUBSTITUTE PARTNER. No assignee or transferee of all or part of the
Partnership Interest of any Partner shall have the right to become a substitute
Partner, unless:

            a.    His assignor has stated such intention in the instrument of
assignment;


                                       17
<PAGE>


           b.   The assignee has executed an instrument reasonably satisfactory
to both the General and Limited Partner accepting and adopting the terms and
provisions of this Agreement; and

           c.   The assignor or assignee has paid any reasonable expense in
connection with the admission of the assignee as a Partner.

     11.4. TRANSFEROR - TRANSFEREE ALLOCATIONS. As between a Limited Partner and
his transferee, profits and losses for any month shall be apportioned to the
person who is the holder of the Limited Partnership Interest transferred on the
last day of such month, without regard to the results of the Partnership's
operations during the period before and after such transfer. A transferee of, or
substitute Limited Partner for, a Limited Partner's Limited Partnership Interest
shall be entitled to receive distributions from the Partnership with respect to
such Limited Partnership Interest only after the effective date of such
assignment.

     11.5. LIMITED PARTNERSHIP INTEREST TRANSFERRED TO THE GENERAL PARTNER. If a
General Partner should acquire an Interest as a Limited Partner, such General
Partner shall, with respect to such Interest, enjoy all of the rights and be
subject to all of the obligations and duties of a Limited Partner to the extent
of such Interest.

     11.6. SECTION 754 ELECTION. In the event of a transfer of all or part of
the Interest of a Partner in the Partnership, by sale or exchange or on the
death of a Partner, at the request of the Partner or the executor, administrator
or other legal representative of a deceased Partner, the General Partner may, in
its sole discretion, cause the Partnership to elect, pursuant to Section 754 of
the Code, or the corresponding provisions of subsequent law, to adjust the basis
of Partnership property as provided in Sections 734 and 743 of the Code.

 Article XII. DEATH, BANKRUPTCY, INSANITY OR INCOMPETENCY OF A LIMITED PARTNER

     12.1. DEATH, BANKRUPTCY, INSANITY OR INCOMPETENCY OF A LIMITED PARTNER. The
death, adjudication of insanity, legal incompetency, general assignment for the
benefit of creditors, or adjudication of bankruptcy of a Limited Partner shall
not dissolve the Partnership. In any of such events, the Interest of such
Limited Partner and all rights and obligations under this Agreement shall
descend to and vest in the heirs, legatees or legal representatives of such
Limited Partner. Such heirs, legatees or legal representatives may be admitted
as substitute Limited Partners in accordance with the provisions of Section
11.3.

                           Article XIII. ARBITRATION

     13.1. APPLICATION; LOCATION. Whenever (a) there exists a dispute whether a
Partner is in default under the terms of this Agreement, (b) the Partners
disagree and such disagreement materially impairs the ability of the Partnership
to develop the Project or otherwise pursue the Partnership's objectives, or (c)
the Partners mutually agree to submit any other question, matter, or dispute to
arbitration, the provisions of this Article shall apply, provided however that
this provision shall not apply to the obligation to contribute to the capital of
this Partnership. The location of the arbitration shall be in Sarasota County,
Florida.

                                       18
<PAGE>
        13.2 INITIATING ARBITRATION; SELECTION OF ARBITRATORS. Arbitration
shall be instituted by a Partner delivering notice to the other Partner(s) of
its intention to arbitrate specifying the matters to be arbitrated. The
arbitration shall be conducted by three arbitrators. The arbitrators shall be
impartial and shall not be related, directly or indirectly, so far as
employment of services is concerned, to any Partner or to any Affiliate
thereof. In an arbitration proceeding involving any specialized area of the
management and operation of the Project, the arbitrators shall have substantial
knowledge and experience in such specialized area. For example, in any dispute
involving accounting procedures, the arbitrators shall be independent certified
public accountants.

        13.3 PROCEDURES. The arbitrators shall be chosen, and the arbitration
shall be conducted, in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. The three arbitrators shall investigate the
facts and shall hold hearings at which the Partners may present evidence and
arguments, be represented by counsel and conduct cross examination. The three
arbitrators shall render a written decision upon the matter presented to them by
a majority vote within 30 days after the date upon which the last arbitrator is
appointed, and that decision shall be final and binding on the Partners.
Judgment upon the decision rendered in such arbitration may be entered by any
court having jurisdiction thereof. No Partner shall be considered in default
hereunder during the pendency of arbitration proceedings relating to a disputed
default, provided however, that if the matter being arbitrated involves the
obligation for the payment of money, interest due shall be computed from the
date such payment or expenditure should have been made. If the three arbitrators
shall fail to render a decision within such 30-day period, then any Partner
shall have the right to seek judicial determination of the issues.

        13.4. LIMITATIONS ON AUTHORITY. In determining any question, matter, or
dispute before them, the arbitrators shall apply the provisions of this
Agreement, without varying therefrom in any respect. They shall not have the
power to add to, modify, or change any of the provisions of this Agreement.

        13.5. ATTORNEYS' FEES; SPECIFIC PERFORMANCE. The costs of any
arbitration proceeding shall be shared equally by the Partners. The prevailing
party in any such arbitration proceeding, as determined by the arbitrators,
shall be entitled to reimbursement of reasonable attorneys' fees incurred in
such proceeding. The prevailing party shall be entitled to an order by a Court
of competent jurisdiction for specific performance of the arbitrator's final
decision and any party hereunder may seek specific performance of the
obligation to arbitrate as required hereunder.

                     Article XIV. MISCELLANEOUS PROVISIONS

        4.1. FISCAL YEAR. The General Partner may select the fiscal year of the
Partnership subject to the requirements of the Internal Revenue Code.

        14.2. RECORDS. The General Partner shall keep, or cause to be kept,
full and accurate records of all transactions of the Partnership in accordance
with principles and practices generally accepted for such methods of accounting
and depreciation as shall, in the opinion of the General Partner, be in the
best interest of the Limited Partners.

        14.3. AVAILABILITY FOR INSPECTION.



                                       19
<PAGE>
          a. All of such books of account shall, at all times, be maintained at
the office of the Partnership at 290 Cocoanut Avenue, Sarasota, Florida 34236,
and shall be open during reasonable business hours for the reasonable
inspection and examination by the Limited Partners or their authorized
representatives.

          b. The General Partner shall as a minimum maintain the following
records at the aforesaid office of the Partnership: (i) a current list of the
full name and last known business address of each Partner set forth in
alphabetical order; (ii) a copy of the Agreement and Certificate of Limited
Partnership and all certificates of amendment thereto, together with executed
copies of any power of attorney pursuant to which any certificate has been
executed; (iii) copies of the Partnership's federal, state and local income tax
returns and reports, if any, for the three most recent years for which they
have been prepared; and (iv) copies of any then-effective written Partnership
Agreement and of any financial statements of the Partnership for the three most
recent years for which they have been prepared.

          c. The General Partner shall not be obligated to deliver or mail
copies of the Agreement and Certificate of Limited Partnership or amendments
thereto to each Limited Partner. However, upon the written request of any
Limited Partner, the General Partner shall mail a copy of such requested
documents to such Limited Partner.

     14.4. TAX RETURNS. The General Partner shall prepare, or cause to be
prepared (by April 1st of the year after the fiscal year to which such tax
return relates), a federal income tax return and such state returns as are
required by the Partnership.

     14.5. CASH FLOW STATEMENTS. Within 90 days after the end of each fiscal
year of the Partnership, the General Partner shall use its best efforts to
cause to be delivered to the Limited Partners an annual cash flow report for
the Partnership for such fiscal year. This report shall be mailed to the
Limited Partners together with any amounts distributable to the Limited
Partners pursuant to Section 9.

     14.6. TAX INFORMATION. Within 90 days after the end of each fiscal year of
the Partnership, the General Partner shall use its best efforts to cause to be
delivered to the Limited Partners such information as shall be necessary
(including a statement for that year of each Limited Partner's share of net
profits, net gains and losses, and other items of the Partnership) for the
preparation by the Limited Partners of their federal and state income and other
tax returns.

     14.7. FINANCIAL STATEMENTS. The General Partner shall use its best efforts
to cause to be delivered to the Limited Partners, within 90 days after the end
of each fiscal year of the Partnership, financial statements of the Partnership
from such fiscal year.

     14.8. PARTNERSHIP TAX RETURN. In lieu of the reports required by Section
14.1 and 14.3, the General Partner may, in its discretion, cause to be
delivered to the Limited Partners a copy of the federal Partnership tax return
for each year, within thirty (30) days after such return has been filed.

     14.9. BANK ACCOUNTS. The General Partner may elect to maintain a special
bank account or accounts in which shall be deposited all funds of the
Partnership. Withdrawals from such accounts or accounts shall be made upon the
signature of the General Partner.


                                       20


<PAGE>
     14.10. NOTICES. Whenever any notice is required or permitted to be given
under any provisions of this Agreement, such notice shall be in writing, signed
by or on behalf of the person giving the notice, and shall be deemed to have
been given when delivered by personal deliver or mailed by certified mail,
postage prepaid, return receipt requested, addressed to the person or persons
to whom such notice is to be given as follows (or at such other address as
shall be stated on a notice similarly given):

            a.     If to the General Partner, at 290 Cocoanut Avenue, Sarasota,
Florida 34236.

            b.     If to the Limited Partners, such notice shall be given to the
Limited Partner at its respective address indicated herein, or at such other
address as may be furnished to the General Partner in writing.


     14.11. BINDING EFFECT. Except as herein otherwise provided to the
contrary, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, their personal representatives, heirs, successors and permitted
assigns.

     14.12. NO ORAL MODIFICATION. No modification or waiver of this Agreement
or any part hereof shall be valid or effective unless in writing and signed by
the party or parties sought to be charged therewith; and no waiver of any
breach or condition of this Agreement shall be deemed to be a waiver of any
other subsequent breach or condition, whether of like or different nature.

     14.13. APPLICABLE LAWS. This Agreement shall be governed by and construed
in accordance with the laws of Florida. The venue for any proceeding brought to
enforce the terms and provisions of this Agreement shall be agreed to be in
Sarasota County, Florida, or in the United States District Court, Middle
District of Florida, Tampa Division.

     14.14. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and said counterparts
shall constitute but one and the same instrument which may be sufficiently
evidence by one counterpart.

                           [END OF TEXT OF AGREEMENT]

     IN WITNESS WHEREOF, the parties hereto have executed and certified this
Agreement of Limited Partnership as of the day and year first above written.

                                        General Partner:
                                        WHITEHALL HOMES AT EDGEWATER
                                        MOORINGS, INC., a Florida Corporation


                                        By: /s/ RONALD MUSTARI
                                        ----------------------------------------
                                            Ronald Mustari, President


                                        Limited Partner:
                                        EDGEWATER ONE, LLC, a Florida
                                        Limited liability company


                                       21


<PAGE>
                                      By: NeilRon, Corp., a Florida Corporation,
                                      as Manager


                                      By: /s/ NEIL N. MALAMUD
                                          --------------------------------------
                                          Neil N. Malamud, as its President


                                       22