AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.


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2

                                TABLE OF CONTENTS

ARTICLE 1
         Formation and Name, Representations and
         Warranties of Limited Partners....................................... 1

ARTICLE 2
         Addresses of Parties................................................  2

ARTICLE 3
         Definitions and Glossary of Terms.....................................2

ARTICLE 4
         Business of Partnership...............................................8

ARTICLE 5
         Capital Contributions; Issuance of Units..............................8

ARTICLE 6
         Distributions.........................................................9

ARTICLE 7
         Allocation of Net Profits and Net Losses............................. 9

ARTICLE 8
         Rights and Duties of the General Partner............................ 13

ARTICLE 9
         Rights of the Limited Partners...................................... 19

ARTICLE 10
         Transfer of Limited Partner Interests............................... 19

ARTICLE 11
         Records and Reports..................................................21

ARTICLE 12
         Amendments.......................................................... 22

ARTICLE 13
         Termination and Dissolution....................................... . 23

ARTICLE 14
         Appointment of Attorney-in-Fact..................................... 24

ARTICLE 15
         Miscellaneous....................................................... 25


Schedule 0 - Partners of RRC Operating Partnership of Georgia, L.P.

Schedule A-1 - Legal Description for Parkway Station Shopping Center

Schedule A-2 - Earn Out Amount

Exhibit 8.4 - Form of Guaranty


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                        AGREEMENT OF LIMITED PARTNERSHIP


         THIS  AGREEMENT OF LIMITED  PARTNERSHIP  is dated as of February  ____,
1996, by and among RRC GA ONE, INC., a Georgia  corporation,  as general partner
(the  "General  Partner"),   and  PARKWAY  STATION,   LTD.,  a  Georgia  limited
partnership (the "Initial Limited  Partner"),  and those additional  persons who
from time to time agree to be bound by this Agreement as limited partners.


                                    ARTICLE 1

                     Formation and Name, Representations and
                         Warranties of Limited Partners

         1.1  Formation.  The  undersigned  parties  do hereby  enter  into this
Agreement pursuant to the Act.

         1.2      Name.  The name of the Partnership shall be "RRC Operating 
                  Partnership of Georgia, L.P."

         1.3 Representations  and Warranties of Limited Partners.  As inducement
for their admission to the Partnership,  each Limited Partner hereby  represents
and warrants that such Limited  Partner (a) has such knowledge and experience in
financial and business  matters that it is capable of evaluating  the merits and
risks  of an  investment  in  the  Partnership,  and  (b)  has  been  given  the
opportunity  to examine all  documents  and to ask  questions of, and to receive
answers from, the General Partner and its  representatives  concerning the terms
and  conditions of the  acquisition  by it of Units in the  Partnership,  and to
obtain  any  additional  information  which it deems  necessary  to  verify  the
accuracy of the  information  with respect  thereto.  Such  Limited  Partner has
received and carefully  reviewed  copies of the reports filed by Regency for its
two most recent fiscal years and the interim period to date under the Securities
Exchange  Act of 1934 and such  additional  information  concerning  the General
Partner,  Regency and the  transactions  contemplated by this Agreement,  to the
extent that the  General  Partner and Regency  could  acquire  such  information
without  unreasonable effort or expense, as such Limited Partner deems necessary
for  purposes  of  making an  investment  in the  Partnership.  The Units in the
Partnership  acquired by such Limited Partner are being acquired by such Limited
Partner  for its own account  for  investment  and not with a view to the public
distribution thereof. Such Limited Partner agrees as a condition to the issuance
of such Units in its name that any transfer,  sale,  assignment,  hypothecation,
offer or other  disposition  of such  Units  other than  pursuant  to a buy-sell
agreement  between the Limited  Partner and the  Partnership may not be effected
except pursuant to an effective  registration statement under the Securities Act
of 1933 and the rules and regulations  promulgated  thereunder,  or an exemption
therefrom,  and in compliance with all other applicable  securities and blue sky
laws.

                                    ARTICLE 2

                              Addresses of Parties

         2.1  Partnership.  The principal  place of business of the  Partnership
shall be at Lenox Tower, Suite 1629, 3400 Peachtree Road, N.E., Atlanta, Georgia
30326,  or at such  other  place as the  General  Partner  may from time to time
designate in writing to the Limited Partners.  The Partnership may also maintain
such  other  offices  at such  other  places  as the  General  Partner  may deem
advisable.  The Partnership's registered agent and registered office shall be as
set forth in the  Certificate  of Limited  Partnership  filed  with the  Georgia
Department  of State,  as it may be  amended  from  time to time by the  General
Partner.

         2.2  Partners.  The business  addresses of the General  Partner and the
Limited  Partner  shall be those stated after their names in Schedule 0 attached
hereto, as from time to time amended, or as otherwise set forth in the books and
records of the Partnership.  A Limited Partner may change its address by written
notice to the General Partner, and the General Partner may change its address by
written  notice to the Limited  Partners,  which notices shall become  effective
upon receipt.

                                    ARTICLE 3

                        Definitions and Glossary of Terms

         3.1 The following terms used in this Agreement shall (unless  otherwise
expressly  provided  herein or unless the context  otherwise  requires) have the
meanings specified in this Article 0.

         3.2 Act:  The  Georgia  Revised  Uniform  Limited  Partnership  Act, as
amended from time to time, and any successor legislation thereto.

         3.3      Adjusted  Capital Account:  With respect to any Partner,  such
                  Partner's  Capital Account,  after giving effect to the 
                  following adjustments:

                  (a) Credit to such  Capital  Account  any  amounts  which such
Partner is obligated to restore  pursuant to any provision of this  Agreement or
is deemed to be obligated to restore  pursuant to the  penultimate  sentences of
Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

                  (b)  Debit to such  Capital  Account  the items  described  in
Sections       1.704-1(b)(2)(ii)(d)(4),        1.704-1(b)(2)(ii)(d)(5)       and
1.704-1(b)(2)(ii)(d)(6) of the Regulations.

The foregoing  definition of Adjusted Capital Account is intended to comply with
the provisions of Section  1.704-1(b)(2)(ii)(d)  of the Regulations and shall be
interpreted consistently therewith.

         3.4  Adjustment  Ratio:  In the  event  of (a) any  dividend  or  other
distribution with respect to the Common Stock payable in shares of Common Stock,
(b)  subdivision  of the  Common  Stock into a larger  number of shares,  or (c)
combination  of  outstanding  shares of Common  Stock  into a smaller  number of
shares,  a  fraction,  the  numerator  of which shall be the number of shares of
Common  Stock  outstanding   immediately  after  such  dividend,   distribution,
subdivision  or other  combination  and the  denominator  of which  shall be the
number of shares of Common Stock outstanding immediately prior to such event.

         3.5  Affiliate:   Any  person   directly  or  indirectly   controlling,
controlled by or under common control with another person.

         3.6 Agreement:  This agreement,  as amended,  modified, or supplemented
from time to time.

         3.7 Capital  Account:  A capital  account  maintained  for each Partner
which  in  general  shall  be  equal to its  initial  capital  contribution  (a)
increased by (i) any additional  capital  contributions made by it, and (ii) its
share of Net Profits,  and (b) decreased by (i) distributions to it of Cash Flow
and (ii)  its  share of Net  Losses.  The  foregoing  provisions  and the  other
provisions of this Agreement relating to the maintenance of Capital Accounts are
intended to comply with Treasury Regulation Section 1.704-1(b)(2)(iv), and shall
be  interpreted  and  applied  in  a  manner  consistent  with  such  Regulation
throughout the term of this  Agreement.  If the General  Partner shall determine
that it is necessary to modify the manner in which the Capital Accounts,  or any
debits,  or credits thereto,  are computed or maintained in order to comply with
such Regulation, the General Partner is authorized to make such modification.

         3.8 Cash Flow:  Partnership  cash receipts from  operations  (including
operating  cash  flow and Sale or  Refinancing  Proceeds  but  excluding  tenant
deposits  that  have not  been  forfeited  to the  Partnership)  minus  all cash
expenditures  (including  payments of  principal  and  interest  on  Partnership
indebtedness  including  indebtedness  to  any  Partner,  capital  expenditures,
Guaranteed Payments and any reserves deemed reasonably  necessary by the General
Partner).

         3.9      Code:  The Internal Revenue Code of 1986, as amended.

         3.10     Common Stock:  The voting Common Stock, $.0.01 par value, of 
                  Regency ------------

         3.11  Depreciation  means, for each fiscal year, an amount equal to the
depreciation,  amortization,  or other cost recovery  deduction  allowable  with
respect to an asset for such fiscal  year,  except that if the Gross Asset Value
of an asset differs from its adjusted  basis for federal  income tax purposes at
the beginning of such fiscal year,  Depreciation  shall be an amount which bears
the same ratio to such  beginning  Gross Asset  Value as the federal  income tax
depreciation,  amortization,  or other cost  recovery  deduction for such fiscal
year bears to such beginning adjusted tax basis; provided,  however, that if the
adjusted  basis for federal  income tax purposes of an asset at the beginning of
such fiscal year is zero,  Depreciation  shall be determined  with  reference to
such  beginning  Gross Asset Value using any reasonable  method  selected by the
General Partner.

         3.12     General  Partner:  RRC GA One,  Inc.  and any  person or 
                  entity subsequently  becoming a General Partner pursuant to 
                  the terms of this Agreement.

         3.13     Gross Asset  Value:  With respect to any asset,  the asset's  
                  adjusted  basis for federal  income tax purposes, except as 
                  follows:

                  (a) The initial Gross Asset Value of any asset  contributed by
a Partner  to the  Partnership  shall be the fair  market  value  (exclusive  of
liabilities) of such asset, as determined by the General Partner;

                  (b) The Gross Asset Values of all Partnership  assets shall be
adjusted  to  equal  their   respective   fair  market   values   (exclusive  of
liabilities),  as determined by the General Partner,  as of the following times:
(i) the  acquisition of an additional  interest in the Partnership by any new or
existing  Partner in exchange for more than a de minimis  capital  contribution;
(ii) the  distribution by the Partnership to a Partner of more than a de minimis
amount of property as  consideration  for an  interest in the  Partnership;  and
(iii) the  liquidation  of the  Partnership  within the  meaning of  Regulations
Section  1.704-1(b)(2)(ii)(g):  provided,  however, that adjustments pursuant to
clauses (i) and (ii) above shall be made only if the General Partner  reasonably
determines  that such  adjustments  are necessary or  appropriate to reflect the
relative economic interests of the Partners in the Partnership;

                  (c) The Gross Asset Value of any Partnership asset distributed
to any Partner  shall be adjusted to equal the fair market value  (exclusive  of
liabilities)  of such asset on the date of  distribution  as  determined  by the
General Partner; and

                  (d) The Gross  Asset  Values of  Partnership  assets  shall be
increased (or  decreased) to reflect any  adjustments  to the adjusted  basis of
such assets pursuant to Code Section 734(b) or Code Section 743(b),  but only to
the extent that such  adjustments are taken into account in determining  Capital
Accounts  pursuant  to  Regulations  Section   1.704-1(b)(2)(iv)(m);   provided,
however,  that  Gross  Asset  Values  shall  not be  adjusted  pursuant  to this
paragraph (d) to the extent the General  Partner  determines  that an adjustment
pursuant to paragraph (b) above is necessary or appropriate in connection with a
transaction  that  would  otherwise  result in an  adjustment  pursuant  to this
paragraph (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to
paragraphs  (a), (b), or (d) above,  such Gross Asset Value shall  thereafter be
adjusted by the  Depreciation  taken into account with respect to such asset for
purposes of computing profits and losses.

         3.14 Guaranteed Payment: An amount, determined for each Limited Partner
with  respect to a  Partnership  Record  Date,  equal to the  product of (i) the
number of Units held as of the Partnership Record Date by the Limited Partner to
whom a Guaranteed  Payment is being made under Section 0 and (ii) the portion of
any cash dividend declared by Regency on a share of Common Stock with respect to
holders of record on the same date which is characterized for federal income tax
purposes as taxable  income and not a return of  capital.  In the event that the
Adjustment Ratio applies,  the number of Units in the foregoing formula shall be
multiplied by the Adjustment Ratio.

         3.15     Initial Limited Partner:  Parkway Station, Ltd., a Georgia 
                  limited partnership.

         3.16 Limited  Partners:  All persons other than the General Partner who
have  acquired  Units from the  Partnership  and have agreed to be bound by this
Agreement,  including  the  Initial  Limited  Partner,  as well  as any  parties
admitted as Substituted Limited Partners pursuant to Section 0.

         3.17  Majority  in  Interest:  A majority  in  interest  of the Limited
Partners, measured by the relative number of Units held by each.

         3.18 Net Profits and Net Losses:  The profits and losses of the Limited
Partnership  for Federal  income tax purposes  for each fiscal year  (including,
without limitation,  each item of Partnership income,  gain, loss,  deduction or
credit)  determined in accordance  with the  accounting  method  followed by the
Partnership for such purposes, with the following adjustments:

                  (a) Any income of the Partnership  that is exempt from federal
income tax and not otherwise  taken into account in computing  profits or losses
shall be added to such taxable income or loss;

                  (b) Any  expenditures  of the  Partnership  described  in Code
Section  705(a)(2)(B)  or  treated  as Code  Section  705(a)(2)(B)  expenditures
pursuant to Regulations  Section  1.704-1(b)(2)(iv)(i),  and not otherwise taken
into  account in  computing  Profits or Losses,  shall be  subtracted  from such
taxable income or loss;

                  (c) In the  event  the Gross  Asset  Value of any  Partnership
asset is adjusted  pursuant to paragraphs (b) or (c) of the definition  thereof,
the amount of such  adjustment  shall be taken into account as gain or loss from
the disposition of such asset for purposes of computing profits or losses;

                  (d) Gain or loss  resulting  from any  disposition of property
with respect to which gain or loss is recognized for federal income tax purposes
shall be computed by reference to the Gross Asset Value of the Property disposed
of,  notwithstanding  that the adjusted tax basis of such property  differs from
its Gross Asset Value;

                  (e) In lieu of the depreciation,  amortization, and other cost
recovery deductions taken into account in computing such taxable income or loss,
there  shall be taken into  account  Depreciation  for such fiscal year or other
period;

                  (f) To the extent an  adjustment  to the adjusted tax basis of
any Partnership  asset pursuant to Code Section 734(b) or Code Section 743(b) is
required  pursuant to Regulations  Section  1.704-1(b)(2)(iv)(m)(4)  to be taken
into account in determining Capital Accounts as a result of a distribution other
than in liquidation of a Partner's interest, the amount of such adjustment shall
be  treated  as an item of gain (if the  adjustment  increases  the basis of the
asset) or loss (if the  adjustment  decreases  the basis of the asset)  from the
disposition  of the  asset and  shall be taken  into  account  for  purposes  of
computing profits or losses; and

                  (g)  Notwithstanding  any other provisions any items which are
specially  allocated pursuant to Sections 0 and 0 hereof shall not be taken into
account in computing profits or losses.

         3.19     Nonrecourse Deductions has the meaning set forth in Section 
                  1.704-2(b)(1) of the Regulations.

         3.20  Partner  Nonrecourse  Debt has the  meaning  set forth in Section
1.704-2(b)(4) of the Regulations.

         3.21 Partner  Nonrecourse Debt Minimum Gain: An amount, with respect to
each Partner  Nonrecourse Debt, equal to the Partnership Minimum Gain that would
result if such Partner Nonrecourse Debt were treated as a nonrecourse liability,
determined in accordance with Section 1.704-2(i)(3) of the Regulations.

         3.22  Partner  Nonrecourse  Deductions  has the  meaning  set  forth in
Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

         3.23 Partners:  The General Partner and all Limited Partners,  where no
distinction  is  required  by the  context  in  which  the  term is used in this
Agreement.

         3.24 Partnership: RRC Operating Partnership of Georgia, L.P., a Georgia
limited partnership.

         3.25  Partnership  Minimum  Gain has the  meaning set forth in Sections
1.704-2(b)(2) and 1.704-2(d) of the Regulations.

         3.26  Partnership  Record  Date:  The record  date  established  by the
General Partner for the distribution of Guaranteed  Payments pursuant to Section
0 hereof,  which record date shall be the same as the record date established by
Regency for the distribution of cash dividends on the Common Stock.

         3.27  Percentage  Interest:  The  percentage  interest  of  a  Partner,
computed  based on the number of Units held by such Partner as a  percentage  of
the total number of Units outstanding at the time.

         3.28  Property:  The real property  known as Parkway  Station  Shopping
Center in Warner Robins, Georgia, more particularly described on Schedule A-1.

         3.29 Preferred Return:  An amount,  determined for each Limited Partner
with  respect to a  Partnership  Record  Date,  equal to the  product of (i) the
number of Units held as of the  Partnership  Record Date by the Limited  Partner
and (ii) the  portion  of any cash  dividend  declared  by Regency on a share of
Common  Stock  with  respect  to  holders  of record  on the same date  which is
characterized  for  federal  income tax  purposes as a return of capital and not
taxable income.  In the event that the Adjustment  Ratio applies,  the number of
Units in the foregoing formula shall be multiplied by the Adjustment Ratio.

         3.30  Regency:  Regency  Realty  Corporation,  a  Florida  corporation,
together with any successor.

         3.31  Regulations:  The Income  Tax  Regulations,  including  Temporary
Regulations, promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations).

         3.32 Sale or  Refinancing  Proceeds:  The net cash  remaining  from the
sale,  disposition,  or  refinancing  of  Partnership  property  after  (a)  the
retirement of any applicable  mortgage debt, and (b) the payment of (i) all real
estate brokerage fees, (ii) all other costs,  fees,  commissions and expenses of
the transaction,  (iii) with respect to financing  proceeds,  all amounts deemed
necessary by the General  Partner for the  maintenance,  repair or renovation of
Partnership properties,  (iv) the amount of any reserves deemed necessary by the
General  Partner,  and (v) any  advances  or loans  made by any  Partner  to the
Partnership.

         3.33     Substituted  Limited  Partner:  Any Limited Partner  admitted 
by the General Partner  pursuant to Section 0.

         3.34 Unit: An interest in the Partnership  entitling the holder thereof
to  participate  in  distributions  and in  allocations  of Net  Profits and Net
Losses.

         3.35 Voluntary  Withdrawal:  Retirement from the  Partnership  upon the
giving of written  notice to the other  Partners but excluding any withdrawal by
the General Partner in compliance with Section 0.

         3.36     Withdrawal:  The occurrence of any of the following events as 
to the General Partner:

                  (a)      Voluntary Withdrawal from the Partnership;

                  (b) The involuntary transfer by the General Partner of all its
interest as General Partner in the Partnership;

                  (c) If the  General  Partner (i) makes an  assignment  for the
benefit of creditors;  (ii) files a voluntary  petition in bankruptcy;  (iii) is
adjudicated a bankrupt or insolvent or has entered  against him an order for any
relief in any  bankruptcy  or  insolvency  proceeding;  (iv) files a petition or
answer  seeking  any  reorganization,  arrangement,  composition,  readjustment,
liquidation, dissolution, or similar relief under any statute, law or regulation
or fails to contest the material  allegations of a petition filed against him in
a proceeding  of such nature;  or (v) seeks,  consents to, or  acquiesces in the
appointment of a trustee,  receiver, or liquidator of the General Partner or all
or any substantial part of its properties;

                  (d) If any  proceeding  against  the General  Partner  seeking
reorganization,    arrangement,    composition,    readjustment,    liquidation,
dissolution,  or similar  relief under any statute,  law, or regulation  has not
been dismissed within 120 days after the commencement thereof; or

                  (e) If a trustee, receiver, or liquidator is appointed for the
General  Partner or all or any  substantial  part of its properties  without the
General  Partner's  consent or  acquiescence,  and the  appointment has not been
vacated  or  stayed  within 90 days  after the  appointment  or if  stayed,  the
appointment has not been vacated within 90 days after the expiration of any such
stay.

                                    ARTICLE 4

                             Business of Partnership

         4.1 This  Partnership  is organized  for the purpose of engaging in the
following activities:

                  (a) to acquire, own, develop,  construct,  improve,  maintain,
operate,  lease,  sell,  transfer,  mortgage,  encumber,  exchange and otherwise
dispose of or deal with the Property,  together  with all personal  property and
other rights  appurtenant  thereto,  including proceeds from claims on insurance
policies associated with any such property; and

                  (b)  to  engage  in  any  activity  and  exercise  any  powers
permitted  to  partnerships  under  the laws of the  State of  Georgia  that are
related or incidental to the foregoing and  necessary,  advisable or appropriate
to accomplish the foregoing.

                                    ARTICLE 5

                    Capital Contributions; Issuance of Units

         5.1 Capital Contributions by Limited Partners.  Simultaneously with the
execution of this  Agreement,  the Initial  Limited  Partner has contributed the
Property to the Partnership, which the Partners agree has the value set forth on
Schedule  0, in  exchange  for the number of Units set forth on  Schedule 0. The
Initial  Limited  Partner shall not be required to make any  additional  capital
contributions to the Partnership.  However,  additional Units shall be issued to
the Initial Limited Partner under the circumstances described in Schedule A-2.

         5.2 Capital  Contributions by General Partner.  Simultaneously with the
execution of this Agreement,  the General  Partner has  contributed  cash to the
Partnership in the amount set forth on Schedule 0, in exchange for the number of
Units set forth on Schedule 0. The General Partner shall not be required to make
any additional capital contributions to the Partnership.

         5.3 No Admission of Additional  Limited Partners.  Without the approval
of the Limited Partners, the General Partner shall not issue additional Units to
additional persons and admit them as Limited Partners.

         5.4 Withdrawal of Capital.  Prior to the dissolution and liquidation of
the  Partnership,  no Partner  shall be  entitled,  without  the  consent of the
General Partner, to withdraw any part of such Partner's Capital Account,  except
for  distributions  made in accordance  with Articles 0 or 0. All  distributions
made to a Partner  pursuant  to  Articles 0 or 0 shall be treated as a return of
capital until the  aggregate  amount so  distributed  to the Partner is at least
equal to its capital contributions to the Partnership.

         5.5  Interest  Earned  on  Partnership  Capital.   Interest  earned  on
Partnership funds shall inure to the benefit of the Partnership,  and no Partner
shall be entitled to receive interest, as such, on capital contributions made by
it.

                                    ARTICLE 6

                                  Distributions

         6.1      Distribution of Cash Flow to Limited Partners.

                  (a) The Partnership  shall  distribute Cash Flow no later than
20 days after each  Partnership  Record Date, one hundred  percent (100%) to the
Limited  Partners until each Limited Partner has received  distributions of Cash
Flow hereunder equal to its Preferred Return. Distributions under this Section 0
shall be allocated  among the Limited  Partners pro rata in accordance  with the
number of Units owned by each.

                  (b) Any remaining Cash Flow shall be distributed at such times
as the General  Partner may determine,  in its  discretion,  to the Partners pro
rata in accordance with their respective Percentage Interests.

         6.2 Guaranteed Payment. The Partnership shall pay no later than 20 days
after each  Partnership  Record Date to each Limited Partner who is a Partner on
the  most  recent  Partnership  Record  Date  an  amount  of cash  equal  to the
Guaranteed Payment for such Partner. Amounts paid pursuant to this Section 0 are
intended to constitute  guaranteed payments within the meaning of Section 707(c)
of the Code, shall be treated consistently  therewith by the Partnership and all
Partners,  and shall not be treated as  distributions  for purposes of computing
the Partners' Capital Accounts.

         6.3 Special  Distributions to General Partner.  In the event that funds
are available for distribution pursuant to Section 0 but distribution thereunder
would cause a Unit to have a fair market  value  greater  than a share of Common
Stock (as  determined  by the  General  Partner  in its sole  discretion),  when
measured by the amount of Cash Flow and Guaranteed Payments paid with respect to
a Unit  vis-a-vis  the amount  cash  dividends  paid on a share of Common  Stock
during the same 12-month period, the General Partner may distribute an amount of
Cash Flow to the General Partner for  distribution to Regency,  for distribution
in turn on the Common Stock, so as to equalize the fair market value of each.

                                    ARTICLE 7

                    Allocation of Net Profits and Net Losses

         7.1 Allocation Between Limited Partners and General Partner.  Except as
otherwise required by the Code or Regulations,  Net Profits and Net Losses shall
be allocated with respect to each fiscal year, as follows:

                  (a)      Net Profits shall be allocated as follows:

                  (i)      First,  one hundred percent (100%) to the General 
Partner in an amount equal to the excess,  if any, of (a) the cumulative  Net
Losses  allocated to the General Partner  pursuant to Section 0 for the current
and all prior fiscal years,  over (b) the  cumulative  Net Profits  allocated
pursuant to this  Section 0 for the current and all prior fiscal years;

                 (ii)     Next,  one hundred  percent  (100%) to the  Partners
in an amount  equal to the excess,  if any, of (i) the  cumulative  Net Losses 
allocated  to the  Partners pursuant to Section 0 for the current and all prior
fiscal years,  over (ii) the cumulative Net Profits allocated  pursuant to this 
Section 0 for the current and all  prior  fiscal  years,  to be  allocated among
the  Partners  in the  same
proportion as such Net Losses were allocated;

                           (iii)  Thereafter,  one hundred percent (100%) to the
Partners, pro rata in accordance
with their respective Percentage Interests.

                  (b) Net Losses shall be allocated to the Partners as follows:

                 (i) First, to those Partners with positive  Adjusted  Capital 
Account  balances in proportion to their respective  positive Adjusted Capital 
Account balances until such time as the  positive  Adjusted  Capital  Account 
balance of each  Limited Partner is zero;

                (ii)  Thereafter,  one hundred  percent (100%) to the
                    General Partner.

         7.2      Special Allocations.  The following special allocations shall
                     be made in the following order:

                  (a) Minimum Gain Chargeback.  Except as otherwise  provided in
Section  1.704-2(f) of the Regulations,  notwithstanding  any other provision of
this  Article 0, if there is a net decrease in  Partnership  Minimum Gain during
any fiscal year, each Partner shall be specially  allocated items of Partnership
income and gain for such  fiscal  year (and,  if  necessary,  subsequent  fiscal
years)  in an  amount  equal  to such  Partner's  share of the net  decrease  in
Partnership  Minimum Gain,  determined in accordance  with  Regulations  Section
1.704-2(g).  Allocations  pursuant  to the  previous  sentence  shall be made in
proportion to the  respective  amounts  required to be allocated to each Partner
pursuant thereto. The items to be so allocated shall be determined in accordance
with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section 0
is intended to comply with the minimum gain  chargeback  requirement  in Section
1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

                  (b)  Partner  Minimum  Gain  Chargeback.  Except as  otherwise
provided in Section 1.704-2(i)(4) of the Regulations,  notwithstanding any other
provision of this  Article 0, if there is a net decrease in Partner  Nonrecourse
Debt Minimum Gain  attributable to a Partner  Nonrecourse Debt during any fiscal
year, each Partner who has a share of the Partner  Nonrecourse Debt Minimum Gain
attributable  to such Partner  Nonrecourse  Debt,  determined in accordance with
Section 1.704-2(i)(5) of the Regulations,  shall be specially allocated items of
Partnership income and gain for such fiscal year (and, if necessary,  subsequent
fiscal years) in an amount equal to such Partner's  share of the net decrease in
Partner  Nonrecourse Debt Minimum Gain attributable to such Partner  Nonrecourse
Debt,   determined  in  accordance  with  Regulations   Section   1.704-2(i)(4).
Allocations pursuant to the previous sentence shall be made in proportion to the
respective  amounts required to be allocated to each partner  pursuant  thereto.
The items to be so allocated  shall be determined  in  accordance  with Sections
1.704-2(i)(4) and  1.704-2(j)(2) of the Regulations.  This Section 0 is intended
to comply with the minimum gain chargeback  requirement in Section 1.704-2(i)(4)
of the Regulations and shall be interpreted consistently therewith.

                  (c)  Qualified  Income  Offset.   In  the  event  any  Partner
unexpectedly receives any adjustments, allocations or distributions described in
Sections        1.704(b)(2)(ii)(d)(4),         1.704-1(b)(2)(ii)(d)(5)        or
1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Partnership income and gain
shall be  specially  allocated  to each such  Partner  in an amount  and  manner
sufficient to eliminate, to the extent required by the Regulations, the Adjusted
Capital Account deficit of such Partner as quickly as possible, provided that an
allocation  pursuant  to this  Section 0 shall be made only if and to the extent
that such Partner would have an Adjusted Capital Account deficit after all other
allocations provided for in this Article 0 have been tentatively made as if this
Section 0 were not in the Agreement.

                  (d) Gross  Income  Allocation.  In the event any Partner has a
deficit  Capital Account at the end of any fiscal year which is in excess of the
sum of (i) the amount  such  Partner is  obligated  to restore  pursuant  to any
provision  of this  Agreement,  and (ii) the amount such Partner is deemed to be
obligated  to  restore  pursuant  to  the  penultimate   sentences  of  Sections
1.704-2(g)(1) and  1.704-2(i)(5) of the Regulations,  each such Partner shall be
specially  allocated items of Partnership  income and gain in the amount of such
excess as quickly as  possible,  provided  that an  allocation  pursuant to this
Section 0 shall be made only if and to the extent that such Partner would have a
deficit  Capital  Account  in excess  of such sum  after  all other  allocations
provided  for in this  Article 0 have been made as if  Section 0 hereof and this
Section 0 were not in the Agreement.

                  (e)  Nonrecourse  Deductions.  Nonrecourse  Deductions for any
fiscal year or other  period  shall be  specially  allocated  to the Partners in
accordance with their respective Percentage Interests.

                  (f) Partner  Nonrecourse  Deductions.  Any Partner Nonrecourse
Deductions  for any fiscal year shall be specially  allocated to the Partner who
bears the economic risk of loss with respect to the Partner  Nonrecourse Debt to
which such Partner  Nonrecourse  Deductions are  attributable in accordance with
Regulations Section 1.704-2(i)(1).

                  (g)  Special   Allocation   for   Guaranteed   Payment  Loans.
Notwithstanding  any  other  provision  hereof,  in the event  that the  General
Partner or any Affiliate  loans amounts to the  Partnership  and the proceeds of
such loan are used to make  Guaranteed  Payments  to the Limited  Partners,  any
deductions  and/or  losses  attributable  to or arising  from the making of such
Guaranteed  Payments shall be specially allocated to the General Partner, to the
extent not so allocated to the General Partner under Section 0 hereof.

                  (h)   Special    Allocation    for   Certain    Distributions.
Notwithstanding  any other provision  hereof except Section 0, in the event that
distributions  are made to the General Partner pursuant to Section 0 hereof,  an
amount of gross income and/or gains equal to the amount so distributed  shall be
specially allocated to the General Partner.

         7.3  Curative  Allocations.  The  allocations  set forth in  Sections 0
through 0 hereof  (the  "Regulatory  Allocations")  are  intended to comply with
certain requirements of the Regulations.  It is the intent of the Partners that,
to the extent possible,  all Regulatory  Allocations shall be offset either with
other  Regulatory  Allocations  or with  special  allocations  of other items of
Partnership  income,  gain,  loss,  or  deduction  pursuant  to this  Section 0.
Therefore, notwithstanding any other provision of this Section 0 (other than the
Regulatory Allocations),  the General Partner shall make such offsetting special
allocations of Partnership income, gain, loss or deduction in whatever manner it
determines appropriate so that, after such offsetting allocations are made, each
General  Partner's  and Limited  Partner's  Capital  Account  balance is, to the
extent  possible,  equal to the Capital  Account balance such General Partner or
Limited  Partner would have if the Regulatory  Allocations  were not part of the
Agreement.  In  exercising  its  discretion  under this  Section 0, the  General
Partner shall take into account future  Regulatory  Allocations under Sections 0
and 0 that,  although  not yet  made,  are  likely to  offset  other  Regulatory
Allocations previously made under Section 0 and 0.

         7.4      Other Allocation Rules.

                  (a) For purposes of determining  Net Profits,  Net Losses,  or
other items allocable to any period, Net Profits, Net Losses, and any such other
items shall be determined on a daily,  monthly, or other basis, as determined by
the General Partner using any  permissible  method under Section 706 of the Code
and the Regulations thereunder.

                  (b)  Solely  for   purposes   of   determining   a   Partner's
proportionate share of the "excess  nonrecourse  liabilities" of the Partnership
within the  meaning of Section  1.752-3(a)(3)  of the  Regulations,  the General
Partner's and Limited Partners'  interests in Partnership profits shall be equal
to each such Partner's respective Percentage Interest.

                  (c) In accordance with Code Section 704(c) and the Regulations
thereunder,  income,  gain,  loss and  deduction  with  respect to any  property
contributed to the capital of the Partnership shall, solely for tax purposes, be
allocated among the Partners so as to take account of any variation  between the
adjusted  basis of such  property  to the  Partnership  for  federal  income tax
purposes and its initial Gross Asset Value. For purposes of maintaining  Capital
Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv),  the Initial
Gross Asset Value of the land  constituting  part of the Property is  $1,865,000
and the remaining fair market value of the Property as shown on Schedule A shall
be allocated to the improvements in proportion to their adjusted tax basis.

         In the  event  the  Gross  Asset  Value  of any  Partnership  asset  is
adjusted,  subsequent  allocations of income,  gain,  loss, and deductions  with
respect to such asset shall take account of any  variation  between the adjusted
basis of such asset for federal income tax purposes and its Gross Asset Value in
the same manner as under Code Section 704(c) and the Regulations thereunder.

         Any elections or other decisions  relating to such allocations shall be
made by the General Partner; provided, however, that the "traditional method" of
making  Section  704(c)  allocations  described  in  Section  1.704-3(b)  of the
Regulations  shall be used.  Notwithstanding  anything  contained  herein to the
contrary,  at the time of the sale of the Property,  tax gain, if any,  shall be
allocated to the Initial  Limited  Partner to offset the effect,  if any, of the
"ceiling  rule"  limitation  described  in  Section  704(c)  of the  Regulations
(including the cumulative allocation to the General Partner of book depreciation
which exceeds the cumulative allocation of tax depreciation) attributable to the
book-tax  disparity  existing on the date of the contribution of the Property by
the Initial Limited  Partner to the  Partnership.  Allocations  pursuant to this
Section 0 are solely for purposes of federal,  state,  and local taxes and shall
not affect,  or in any way be taken into  account in  computing,  any  Partner's
Capital  Account or share of Profits,  Losses,  other  items,  or  distributions
pursuant to any provision of this Agreement.

         7.5  Allocation  of  Items.   Whenever  a  proportionate  part  of  the
Partnership's  Net  Profits or Net Losses is  credited or charged to a Partner's
Capital Account, every item of income, gain, loss or deduction entering into the
computation of such Net Profit or Net Loss shall be considered  either  credited
or  charged,  as the case may be,  and every  item of  credit or tax  preference
related to such Net Profit or Net Loss and applicable to the period during which
such Net Profit or Net Loss was  realized  shall be allocated to such account in
the same proportion.

                                    ARTICLE 8

                    Rights and Duties of the General Partner

         8.1 Powers of the General Partner. The General Partner shall have full,
exclusive  and  complete  authority  and  discretion  to manage and  control the
business of the  Partnership  for the purposes  herein stated and shall make all
decisions affecting the business of the Partnership. Any person dealing with the
Partnership may conclusively rely on a certificate signed by the General Partner
as to its identity and its  authority  to act on behalf of the  Partnership  and
without  further  inquiry may rely upon the authority of the General  Partner to
perform any act or execute and deliver any instrument for the  Partnership.  The
General Partner shall have all the rights and powers which may be possessed by a
General Partner pursuant to the Act, including without limitation all rights and
powers  necessary  to carry  out the  purposes  set  forth in  Article 0 of this
Agreement.  The powers of the General Partner  include,  but are not limited to,
the power,  to any of the  following,  and no approval  of the Limited  Partners
shall be required therefor:

  (a)      Expend the capital and revenues of the Partnership in furtherance of
           the  Partnership's business;

  (b) Develop, construct, improve, maintain, operate and lease the Property;

                  (c) Enter  into and  execute  (i)  agreements  and any and all
documents  and  instruments  employed in the real estate  industry in connection
with the acquisition,  sale, lease,  development,  construction and operation of
real  properties;  (ii)  agreements,  commitments  and any and all documents and
instruments  employed in real estate financing,  and (iii) all other instruments
deemed by the  General  Partner to be  necessary  or  appropriate  to the proper
operation  of the  Property or to perform  effectively  and properly the General
Partner's duties or exercise its powers hereunder;

                  (d) Sell,  lease,  trade,  exchange,  or otherwise  dispose of
Partnership  assets,  including  the sale or lease of the  Partnership's  assets
substantially  as  a  whole,  upon  such  terms  and  conditions  and  for  such
consideration as the General Partner deems  appropriate,  and no approval of the
Limited Partners shall be required therefor;

                  (e) Borrow money or  otherwise  obtain  financing  from banks,
other lending institutions and other lenders for any Partnership purpose, and in
connection therewith,  issue notes,  debentures and other debt securities and/or
enter into loan agreements, indentures, leases or other financing agreements and
hypothecate all or any part of the assets of the Partnership to secure repayment
of the  borrowed  sums or other  obligations;  and no lender or other  person to
which  application is made for financing  shall be required to inquire as to the
purposes for which such financing is sought; and, as between the Partnership and
such lender or other person, it shall be conclusively presumed that the proceeds
of such  financing are to be and will be used for the purpose  authorized  under
this Agreement;

                  (f) Grant  security  interests  and  mortgages in  Partnership
property and repay in whole or in part, refinance,  recast, modify, consolidate,
or extend any mortgages affecting any such property so long as doing so will not
cause the  Initial  Limited  Partner  to realize a gain for  federal  income tax
purposes as a result thereof;

                  (g) Invest  Partnership  reserves in bank  demand  deposit and
savings  accounts,  savings and loan  association  deposits,  commercial  paper,
certificates of deposit,  bankers'  acceptances,  government  securities,  money
market  funds and other  short-term  interest-bearing  obligations  and  similar
instruments;

                  (h) Place  record title to  Partnership  assets in the name or
names of a nominee or  nominees  for the purpose of any  financing  or any other
convenience or benefit to the Partnership;

                  (i) Enter into  agreements and contracts with parties and give
receipts,  releases and discharges, with respect to all of the foregoing and any
matters   incident  thereto  as  the  General  Partner  may  deem  advisable  or
appropriate;

                  (j)  Maintain,  at the  expense of the  Partnership,  adequate
records of all operations and  expenditures  and furnish to the Limited Partners
the reports specified in Article 0;

                  (k) Employ from time to time  persons in  connection  with the
management of the Property,  including without  limitation,  property  managers,
accountants  and  attorneys,  on such  terms  and for such  compensation  as the
General Partner shall determine;

                  (l) Purchase  liability and other  insurance which the General
Partner deems advisable,  appropriate or convenient to protect the Partnership's
property or business;

                  (m) Perform  any  and  all  other  acts or activities incident
                     to the  operation  of the Partnership's business;

                  (n)  Make  such  elections  as the  General  Partner  believes
necessary or  desirable  under the tax laws of the United  States,  the State of
Georgia  and  other  relevant  jurisdictions  as to the  treatment  of  items of
Partnership  income,  gain,  loss,  deduction  and  credit,  and as to all other
relevant matters;

                  (o) Select or vary  depreciation and accounting  methods,  and
the fiscal year of the Partnership, and make other decisions with respect to the
treatment of various transactions for accounting or tax purposes; and

                  (p) Bring,  defend,  settle or compromise actions or claims at
law or in  equity on behalf  of and in the name of the  Partnership  and  submit
Partnership claims or liabilities to arbitration.

By way of extension of the foregoing and not in limitation thereof,  the General
Partner  shall  possess  all of the  powers and rights of a partner in a general
partnership  without limited  partners under the partnership law of the State of
Georgia.

         8.2  Limitation  Upon  Rights and  Powers of the  General  Partner.  In
addition to other acts  expressly  prohibited  by this  Agreement or by law, and
notwithstanding any other provision of this Agreement, the General Partner shall
not have the  authority,  without  the  consent of a Majority in Interest of the
Limited Partners, to:

                  (a) do any act which would make it  impossible to carry on the
ordinary  business  of the  Partnership,  except as  expressly  provided in this
Agreement; or

                  (b) cause the Partnership to engage in any business other than
that set forth in Article 0.

         8.3      Duties of the General Partner.

                  (a) The General  Partner  shall manage and control the affairs
of the  Partnership to the best of its ability and shall use its best efforts to
carry out the business of the Partnership set forth in Article 0.

                  (b) The General  Partner shall act at all times in a fiduciary
manner to conduct the affairs of the  Partnership  in the best  interests of the
Partnership  and of the  Limited  Partners,  including  the  safekeeping  of all
Partnership  funds and assets and the use thereof for the  exclusive  benefit of
the Partnership.

                  (c) The General Partner shall serve as the  Partnership's  tax
matters partner with respect to its federal income tax matters.

                  (d) The General  Partner  agrees to cause a Section  754 
 election to be made at the request of the Limited Partner or a Substitute
 Limited Partner.

         8.4      Loans.

                  (a) The General Partner hereby agrees to loan sufficient funds
to the Partnership from time to time (i) to enable it to make the  distributions
described  in Sections 0 and 0 in the event that the  Partnership  does not have
sufficient  Cash  Flow to make the  distributions  set forth  therein,  and (ii)
regardless  of whether the  Partnership  has  sufficient  cash,  to fund capital
expenditures in excess of $10,000 per year.

                  (b) Notwithstanding any other provision of this Agreement, the
General  Partner  hereby  agrees with the Initial  Limited  Partner  that if the
General Partner  determines to reduce the principal  amount of the  indebtedness
owed to  Metropolitan  Life  Insurance  Company or any  subsequent  indebtedness
encumbering the Property,  including the repayment thereof at its maturity,  the
General  Partner shall loan the funds to the  Partnership  from time to time for
the purpose of making such reduction or retirement  rather than making a capital
contribution, which loans shall be non-recourse to the Partnership provided that
the  Limited   Partner   guarantees   such  loans  pursuant  to  a  guaranty  in
substantially  the form  attached as Exhibit  8.4.  Such loan and  guaranty  are
limited to a maximum aggregate outstanding principal balance of $2.85 million at
any one time. The non-recourse  revolving note evidencing the General  Partner's
loans shall bear  interest at the long-term  applicable  rate  determined  under
Section 1274(d) of the Code,  payable annually,  and shall be payable in full on
the fifteenth anniversary date thereof.

 8.5      Withdrawal of General Partner, Transfer of General Partner's Interest.

                  (a) The General  Partner shall not  Voluntarily  Withdraw from
the Partnership  except  pursuant to an assignment of its  partnership  interest
made in compliance with this Section 0 or Section 0.

                  (b)  Except as  provided  in  Section  0,  unless it has first
received  the written  consent or  affirmative  vote to do so from a Majority in
Interest  of the  Limited  Partners,  the  General  Partner  shall  not admit an
additional  General  Partner,  and the  General  Partner  shall not  voluntarily
transfer or assign all or any portion of its interest as General Partner, except
in either case to an Affiliate of the General Partner.

                  (c)  A  transferee  or  assignee  of  all  or  any  part  of a
withdrawing  General  Partner's  interest shall become a General  Partner to the
extent of the  interest  assigned  provided  that any  required  consent  of the
Limited  Partners for such transfer or assignment has been obtained  pursuant to
this Section 0. Upon any such  transfer or  assignment,  the  successor  general
partner(s) shall have the right to carry on the business of the Partnership, and
the  Partnership  shall not be terminated or dissolved upon any such transfer or
assignment.

         8.6 Right of First Refusal in Favor of Initial Limited Partner.  In the
event that the General Partner  receives a bona fide offer from a third party to
purchase  the  property  contributed  by  the  Initial  Limited  Partner  to the
Partnership  and the General  Partner  wishes to accept such offer,  the General
Partner shall send a copy thereof to the Initial Limited  Partner,  offering the
Initial Limited Partner or an Affiliate the right to acquire the entire interest
of the General  Partner in the  Partnership for cash at a price equal to (i) the
amount that the General  Partner would receive if (x) the  Partnership  sold the
property  pursuant to such offer, (y) all outstanding  indebtedness  owed to the
General Partner by the Partnership or the Initial Limited Partner were then paid
in full,  and (z) the net  proceeds  of the sale were  distributed  pursuant  to
Article  0, less (ii) an amount  equal to (x) the  number of Units  owned by the
Initial  Limited  Partner times (y) the closing price of the Common Stock on the
New York Stock Exchange (or the exchange or quotation system on which the Common
Stock is then listed for trading) on the last business day preceding the closing
of the sale of the General Partner's  interest (the "First Refusal Price").  The
General  Partner's  notice to the Initial  Limited  Partner shall include a full
copy of any proposed contract it has received from the offeror together with the
name, identity,  contact person, telephone number and address of the offeror. If
the Limited  Partner  advises the General  Partner within 30 days of the date of
the  General  Partner's  notice  that it elects to  exercise  its right of first
refusal,  the General  Partner shall sell its interest in the Partnership to the
Initial Limited Partner,  free and clear of all liens and encumbrances,  and the
Limited  Partner  shall  purchase  such interest at the First Refusal Price at a
closing  to be held  within  75 days  after  the date of the  General  Partner's
notice. The General Partner agrees to undertake  reasonable steps in cooperation
with the Initial  Limited  Partner to facilitate the  structuring by the Initial
Limited  Partner  of a  transaction  with the  offeror  that will  qualify  as a
tax-free exchange by the Partnership under Section 1031 of the Code.

         8.7      Other Business of Partners.

                  (a) The  Partners,  their  Affiliates,  and the  shareholders,
officers, directors, partners and employees of any Partner or Affiliate may have
interests  in  businesses  other  than the  Partnership  business.  Neither  the
Partnership nor any Partner shall have a right to the income or proceeds derived
by any Partner or Affiliate from such other business interests, and even if they
are competitive with the Partnership business, such business interests shall not
be deemed wrongful or improper.

                  (b)  Neither the  General  Partner  nor any of its  Affiliates
shall be  obligated  to present any  particular  investment  opportunity  to the
Partnership  even if such  opportunity is of a character  which, if presented to
the  Partnership,  could be taken by the  Partnership,  and the General  Partner
shall have the right to take for its own account or to  recommend  to others any
such particular investment opportunity.

         8.8 Transactions with Affiliates. The Partnership may contract with the
General  Partner or any  Limited  Partner  or any  Affiliate  of any  Partner to
provide  goods  to or  perform  services  for  the  Partnership,  including  the
furnishing  to the  Partnership  of general  contractor's  services and property
management  services or the lending of funds to the  Partnership,  provided that
the terms and  conditions  thereof  shall be  competitive  with the terms  which
reasonably could be obtained from  non-affiliated  persons supplying  comparable
goods or performing comparable services. Any Partner who shall lend money to the
Partnership  under the terms of this Section  shall be  considered  an unrelated
creditor with respect to such loan to the extent allowed by applicable law.

         8.9  Establishment  of Reserves.  The General Partner may establish and
maintain reasonable reserves for working capital, as well as for debt repayment,
and for  other  payments  required  in  connection  with  the  operation  of the
Partnership's  business,  and to provide for  contingencies,  and for such other
purposes as it may determine.

         8.10 Bank Accounts.  All funds of the Partnership shall be deposited in
a separate bank account or accounts in such banking  institutions as the General
Partner shall determine and all withdrawals  against such accounts shall be made
by check,  draft or other  written  order  drawn by the  General  Partner or its
properly delegated agents.

         8.11  Payment and  Reimbursement  of General  Partner's  Expenses.  The
Partnership  shall pay, or  reimburse  the  General  Partner at its cost for all
expenses  incurred on behalf of the  Partnership in connection with the business
of the  Partnership,  including,  but not limited to, fees paid to  accountants,
attorneys and other persons employed or retained in connection with the business
of the  Partnership  and the cost of any goods or  materials  used by or for the
Partnership but excluding  general overhead costs (e.g. rent and utilities) with
respect to offices of the General Partner or its Affiliates.

         8.12 Liability and Indemnification of the General Partner.  Neither the
General  Partner,  nor any Affiliate  nor any  shareholder,  officer,  director,
partner or  employee of the General  Partner or any  Affiliate  shall be liable,
responsible  or  accountable  in  damages  or  otherwise  to any of the  Limited
Partners or to the Partnership  for any act or omission  performed or omitted by
them in good faith,  provided  that they were not guilty of gross  negligence or
willful  misconduct.   Except  for  actions  or  omissions   constituting  gross
negligence  or  willful  misconduct,  the  Partnership  shall  and  does  hereby
indemnify  and save  harmless  the  General  Partner,  each  Affiliate  and each
shareholder,  officer,  director, partner and employee of the General Partner or
any Affiliate,  for any loss, liability,  damage, or expense incurred by them on
behalf of the  Partnership  or in furtherance  of the  Partnership's  interests,
including reasonable  attorney's fees and expenses.  Reasonable  attorney's fees
and  expenses  may be paid as  incurred  provided  that  the  indemnified  party
executes a written undertaking to repay such amounts if the indemnified party is
ultimately  found  not to be  entitled  to  indemnification  by the  Partnership
pursuant to this Section. The satisfaction of any indemnification and any saving
harmless  shall be from and limited to  Partnership  assets and no Partner shall
have any personal liability on account thereof.

                                    ARTICLE 9

                         Rights of the Limited Partners

         9.1 Limited Liability of Limited Partners.  No Limited Partner shall be
liable for any of the losses,  debts or  obligations of the  Partnership,  or be
required to contribute any additional capital; provided, however, that a Limited
Partner  shall  return any or all of that  portion of its  capital  contribution
which has been distributed to it to the extent required by the Act.

         9.2 Limitation Upon Limited Partners' Authority. No Limited Partner, as
such,  shall take part in the management of the business,  transact any business
for the Partnership, or have the power to sign for or to bind the Partnership to
any agreement or document,  such powers being vested solely and  exclusively  in
the General Partner.

         9.3   No Right of Withdrawal.  No Limited  Partner shall be entitled to
                Voluntarily  Withdraw from the Partnership.

         9.4 Admission of Successor or Additional  General Partner.  Each of the
Limited  Partners,  by the execution of this  Agreement,  hereby consents to the
admission  as a General  Partner of any person who becomes a General  Partner by
means of a transfer or assignment by the General  Partner of all or a portion of
its interest as General Partner made in compliance with the requirements of this
Agreement,  and the admission of such person shall,  without any further consent
or approval of the Limited Partners, be an act of all of the Limited Partners.

                                   ARTICLE 10

                      Transfer of Limited Partner Interests

         10.1  Limitations on Transfer of Limited Partner  Interests.  A Limited
Partner  may  sell,  assign or  subject  to a  security  interest  or  otherwise
transfer,  whether  voluntarily or  involuntarily or by operation of law, any or
all of its  interest in the  Partnership  only with the  written  consent of the
General  Partner,  which may be granted  or  withheld  in the sole and  absolute
discretion of the General  Partner.  Any transfer in violation of this Section 0
shall be void. The General Partner may require, among other things, that:

                  (a) Such  Limited  Partner and his  purchaser,  transferee  or
assignee   execute,   acknowledge  and  deliver  to  the  General  Partner  such
instruments of transfer and assignment  with respect to such  transaction as are
in  form  and  substance  satisfactory  to the  General  Partner,  including  an
agreement of the purchaser,  transferee or assignee to be bound by all the terms
and  conditions of this  Agreement in the same manner as though such person were
an original party hereto;

                  (b) Such  Limited  Partner  furnish an  opinion of  recognized
counsel  (experienced in matters  relating to securities  laws)  satisfactory in
form and substance to the  Partnership's  counsel,  that such sale,  transfer or
assignment will not violate any applicable  federal or state  securities laws or
other  applicable  laws or cause a termination  of the  Partnership  for federal
income tax purposes;

                  (c) The purchaser, transferee or assignee represent in writing
that it is acquiring  the interest  for its own account for  investment  and not
with the view to the public  distribution  thereof and that it has the financial
resources to make such an investment; and

                  (d) The transfer will not require the  Partnership to register
under Section 12 of the Securities Exchange Act of 1934.

The  General  Partner  hereby  consents to the  transfer  from time to time by a
Limited  Partner of all or any portion of its interest in the Partnership to the
General Partner or any Affiliate of the General Partner pursuant to the terms of
any buy-sell  agreement  between the General  Partner and/or the Partnership and
any Limited  Partner,  and no further  consent of the General  Partner  shall be
required for any such transfer.

         10.2  Pledges.  In the event a transfer  made in the  manner  described
herein is in the nature of a pledge, encumbrance or other transfer to secure any
indebtedness  or other  obligation,  and all of the provisions of this Article 0
shall have been complied with prior to such pledge, encumbrance or transfer, the
transferee  shall  be  free  to  assume  full  and  complete  ownership  of  the
transferred  interest and to become a Substituted  Limited Partner in the manner
and upon the  occurrence  of such events as may be  specified  in the  documents
effecting such transfer, but any further transfer shall be made only on the same
terms and conditions herein specified.

         10.3 Admission of Substituted  Limited Partners.  Any transferee of the
interest of a Limited  Partner  shall become a  Substituted  Limited  Partner in
place of its transferor if the written  instruments of transfer submitted to the
General  Partner  pursuant  Section 0 set forth the intention of the  transferor
that the transferee become a Substituted Limited Partner and the General Partner
gives its  consent as provided in Section 0. Each  Partner by its  execution  of
this  Agreement  does  hereby  consent  to  such  substitution  when  all of the
conditions  set forth in this Article 0 are  satisfied and when the Agreement or
the  Partnership's  books and records have been amended to reflect the admission
of the Substituted  Limited  Partner.  A transferee of the interest of a Limited
Partner  who has  become  a  Substituted  Limited  Partner  has,  to the  extent
assigned,  the  rights  and  powers  and  is  subject  to the  restrictions  and
liabilities of a Limited  Partner under this Agreement and the Act. A transferee
who becomes a Substituted  Limited Partner also is liable for the obligations of
its transferor to make  contributions  and return  distributions  as provided in
this Agreement and the Act.

         10.4 Unit  Holders  Who Are Not Limited  Partners.  A person who is the
holder  of one or more  Units  but who has not been  admitted  as a  Substituted
Limited  Partner  as  provided  in  Section  0 shall  be  entitled  only  (a) to
allocations  of Net  Profits  and Net  Losses as  provided  in Article 0, (b) to
distributions as provided in Article 0, (c) to distributions upon liquidation of
the  Partnership  as  provided  in Article 0, and (d) to  transfer  his Units as
provided in this Article 0.

         10.5 Death,  Incompetency or Dissolution of a Limited Partner. Upon the
death or legal  incompetency of a Limited Partner,  his personal  representative
shall have such rights as the decedent or incompetent  possessed to transfer his
Units  as  provided  in this  Article  0,  and such  power  as the  decedent  or
incompetent  possessed to designate  his  transferee  as a  Substituted  Limited
Partner, as provided in Section 0. Upon the bankruptcy,  insolvency, dissolution
or other  cessation  to exist as a legal  entity  of a  Limited  Partner  not an
individual,  the  authorized  representative  of such entity  shall have all the
rights as such  entity  possessed  to  transfer  its Units as  provided  in this
Article 0 and to designate its transferee as a Substituted  Limited Partner,  as
provided in Section 0.

         10.6 Right to Vote of Assignor Limited Partner.  In the event a vote of
the Limited  Partners shall be taken pursuant to any provision of this Agreement
or of the Act, a Limited  Partner,  solely for the  purpose of  determining  the
number of votes to be cast by him, shall be deemed to be the holder of any Units
transferred by him the transferee of which has not become a Substituted  Limited
Partner.

                                   ARTICLE 11

                               Records and Reports

         11.1 Books and Records of the  Partnership.  The General  Partner shall
cause the  Partnership  to keep  records  and books of account in which shall be
entered fully and accurately all  transactions and other matters relative to the
Partnership's  business as are  usually  entered in records and books of account
maintained by persons  engaged in business of a like  character.  Subject to the
right of the General  Partner to elect  otherwise at any time,  the  Partnership
shall report its income for federal income tax purposes on the accrual basis and
the  Partnership's  books  of  account  shall  be kept on the  accrual  basis in
accordance with the accounting  methods  followed by the Partnership for federal
income tax purposes. The Partnership shall maintain at its registered office the
books and records  required to be maintained by the Act,  which shall be subject
to inspection  and copying  during  ordinary  business  hours at the  reasonable
request, and at the expense, of any Partner.

         11.2  Financial and Other Reports.  The General  Partner shall use best
efforts to furnish to the Limited  Partners  (a) within 75 days after the end of
each fiscal year, such tax information as shall be necessary for the preparation
by them of their  federal and state income tax  returns,  and (b) within 45 days
after the end of each fiscal quarter,  quarterly financial statements and within
90 days after the end of each fiscal year, an annual report of the  Partnership,
containing financial statements prepared on the basis of accounting then used by
the Partnership.

                                   ARTICLE 12

                                   Amendments

         12.1 Procedure for  Amendments.  The General  Partner may submit to the
Partners the text of any proposed amendment to this Agreement and a statement of
the  purpose of any such  amendment.  Any such  amendment  shall be adopted  if,
within 90 days after the mailing of such amendment to all Partners,  the General
Partner  shall have approved  such  amendment  and shall have  received  written
approval thereof from a Majority in Interest of the Limited Partners.  A written
approval  may not be  withdrawn  or  voided  once it is filed  with the  General
Partner.  A  Partner  filing a written  objection  may  thereafter  file a valid
written approval.  The date of adoption of an amendment pursuant to this Article
0 shall be the  date on which  the  General  Partner  shall  have  received  the
requisite written approvals.  Any proposed amendment which is not adopted may be
resubmitted.  In the event any proposed  amendment  is not adopted,  any written
approval  received with respect thereto shall be void and shall not be effective
with respect to any resubmission of the proposed amendment.

         12.2 Amendments by the General  Partner.  In addition to any amendments
otherwise  authorized herein, this Agreement may be amended from time to time by
the General Partner, without the further consent of any of the Limited Partners:

                  (a) to add to the  representations,  duties or  obligations of
the  General  Partner or  surrender  any right or power  granted to the  General
Partner herein, for the benefit of the Limited Partners;

                  (b) to cure  any  ambiguity,  to  correct  or  supplement  any
provisions  herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions  arising under
this  Agreement  which  will not be  inconsistent  with the  provisions  of this
Agreement;

                  (c) to delete or add any provision of this Agreement  required
to be so deleted or added by the Staff of the Securities and Exchange Commission
or other federal  agency or by a state "blue sky"  commissioner  or similar such
official,  which  addition or deletion is deemed by such  commission,  agency or
official to be for the benefit or protection of the Limited Partners;

                  (d) to delete or add any provision of this Agreement  required
to be so deleted or added by the staff of the Internal  Revenue Service in order
to permit the  Partnership to obtain a ruling from the Internal  Revenue Service
that it will be treated as a partnership for federal income tax purposes;

                  (e) to add to or change  the name of the  Partnership  if such
addition or change is necessary to protect the limited  liability of the Limited
Partners  or to  comply  with  applicable  federal  or state law or the rules or
regulations of any governmental agency;

                  (f) to delete or add any  provision to this  Agreement if such
change is necessary to comply with the Act as in effect from time to time; or

                  (g) to effect  changes of a  ministerial  nature  which do not
materially and adversely  affect the rights of the Limited  Partners,  including
the admission of Substituted  Limited Partners in compliance with the provisions
of this Agreement;

provided,  however,  that no amendment may be adopted pursuant to this Section 0
unless the  adoption  thereof  (i) is for the  benefit of or not  adverse to the
interests of the Limited  Partners;  (ii) is  consistent  with Section 0 of this
Agreement;  (iii) does not affect distributions or the allocation of Net Profits
and Net Losses  among the Limited  Partners or between the Limited  Partners and
the  General  Partner;  and (iv) does not affect the  limited  liability  of the
Limited  Partners  or  adversely  affect  the  status  of the  Partnership  as a
partnership for federal income tax purposes.

         12.3 Amendments Requiring Consent of Certain Partners.  Notwithstanding
the  foregoing  provisions  of this Article 0, no  amendment,  without the prior
written approval of all Partners to be adversely affected by the amendment,  may
(a) enlarge the obligations of any Partner under this Agreement, (b) enlarge the
liability of the General Partner to the Limited Partners, (c) amend this Article
0, (d) alter the interest of a Partner in distributions or in allocations of Net
Profits  and Net  Losses;  or (e) alter the  Partnership  in such manner as will
result in the  Partnership  no longer  being  classified  as a  partnership  for
federal income tax purposes.

                                   ARTICLE 13

                           Termination and Dissolution

         13.1  Termination and Dissolution of the  Partnership.  The Partnership
shall be terminated and dissolved on December 31, 2050; provided,  however, that
the Partnership  shall be terminated  upon the earlier  occurrence of any of the
following events:

                  (a) The  Withdrawal of the General  Partner  unless (x) at the
time of such event  there is at least one  remaining  General  Partner  and that
General  Partner elects to continue the business of the Partnership or (y) if no
other General Partner exists, all remaining Partners agree in writing, within 90
days of such Withdrawal,  to continue the business of the Partnership and to the
appointment of one or more additional General Partners, and within 30 days after
the date of such  agreement,  an amendment to the  Partnership's  Certificate of
Limited  Partnership  is filed with the Georgia  Department of State  reflecting
such agreement;

                  (b) The written  consent of the General Partner and a Majority
in Interest of the Limited  Partners to the  termination  and dissolution of the
Partnership;

                  (c)  The  sale  or  other   disposition  of  all   Partnership
properties  and  investments  (including  any mortgages or other  purchase money
security   interests  received  in  connection  with  any  such  sale  or  other
disposition), and the liquidation of the proceeds thereof; or

                  (d) The entry of a decree of judicial  dissolution pursuant to
the Act.

         13.2  Change  of  Limited  Partners.   The  Partnership  shall  not  be
terminated  or  dissolved  by the  transfer  by a Limited  Partner of all or any
portion of its interest in the Partnership, or by the admission of a Substituted
Limited Partner.

         13.3  Procedure  Upon  Termination.  In the  event the  Partnership  is
terminated,  the General  Partner,  or the person required by law to wind up the
Partnership's  affairs,  shall  wind up the  Partnership's  affairs,  and  shall
liquidate  all of the  Partnership's  assets as promptly as is  consistent  with
obtaining,  insofar  as  possible,  the fair  market  value  thereof.  After all
liabilities  of the  Partnership,  including  for this  purpose  liabilities  to
Partners who are creditors (other than liabilities for any amounts distributable
to Partners  pursuant to Article 0), and all costs of dissolution have been paid
or provided  for and subject to the right of the General  Partner to set up such
cash reserves as it deems reasonably  necessary for any contingent or unforeseen
liabilities or obligations,  the remaining  proceeds of the liquidation shall be
distributed  to the  Partners  pro  rata in  accordance  with  the  distribution
provisions  contained in Section Error!  Reference source not found.  hereof. No
Limited  Partner shall have the right to demand or receive  property  other than
cash upon dissolution and termination of the Partnership.

         13.4 Return of Capital  Investment.  Each  Limited  Partner  shall look
solely to the assets of the  Partnership for all  distributions  with respect to
the Partnership and the return of its capital contributions thereto and share of
Net Profits or Net Losses  thereof,  and shall have no recourse  therefor  (upon
dissolution  or  otherwise)  against  the General  Partner or any other  Limited
Partner.

         13.5 Waiver of Action for  Dissolution.  Each of the  Limited  Partners
hereby  irrevocably waives any right that such Limited Partner may have to cause
the  termination  and  dissolution  of  the  Partnership,  by  court  decree  or
otherwise, except as set forth in Section 0.

         13.6 Waiver of Action for Partition.  Each of the Partners  irrevocably
waives,  during  the  term of the  Partnership  and  during  the  period  of its
liquidation  following any dissolution,  any right that such Partner may have to
maintain  any  action  for  partition  with  respect to any of the assets of the
Partnership.

                                   ARTICLE 14

                         Appointment of Attorney-in-Fact

         Each Limited Partner and each Substituted Limited Partner, by execution
hereof,  irrevocably  constitutes  and  appoints  the  General  Partner  of  the
Partnership,   with   full   power  of   substitution,   his  true  and   lawful
attorney-in-fact,  in his name,  place and stead to consent and agree to,  make,
execute, sign, acknowledge, swear to, deliver, record and file, on behalf of him
and on behalf of the Partnership, the following:

                  (a) any  instrument  which may be  required to be filed by the
Partnership under  appropriate state law or by any governmental  agency or which
the General Partner deems in the best interests of the Partnership to file;

                  (b) any  documents  which may be required to form,  qualify or
continue the Partnership,  or which may be necessary to reflect the admission of
additional or Substituted Limited Partners,  any change in the amount of capital
contributions  of  the  Partners,  or the  dissolution  and  termination  of the
Partnership,  or which the General  Partner  deems in the best  interests of the
Partnership to file;

                  (c)  any and all amendments to this Agreement adopted pursuant
                         to Section 0; and

                  (d)  any and  all  such  other  instruments  as may be  deemed
necessary or desirable by the General  Partner to carry out fully the provisions
of this Agreement in accordance with their terms.

The foregoing grant of authority:

                (i)  is a Special Power of Attorney  coupled with an interest,
            is  irrevocable  and
shall survive the death or incapacity of any person hereby giving such power;

           (ii)     may be  exercised  by a facsimile  signature  of the person 
                     hereby  giving the
power or by listing  the name of such  person  along with the names of all other
persons for whom such  attorney is so acting,  and executing  this  Agreement or
such other certificates,  instruments and documents with the single signature of
the General  Partner as such  attorney-in-fact  acting for all the persons whose
names are so listed;

                           (iii) shall  survive the delivery of an assignment by
a Limited Partner of the whole
or any portion of its Units; and

       (iv)     shall be governed by and construed and enforced in accordance 
 with the laws of the State of Georgia.

                                   ARTICLE 15

                                  Miscellaneous

         15.1 Notices.  Any notice or other communication  required or permitted
to be given by any provision of this Agreement  shall be in writing and shall be
deemed to have been given for all purposes if:

    (a) it is delivered  personally  to the party or to an officer of the party 
to whom the same is directed;

                  (b) it is delivered by  registered or certified  mail,  return
receipt requested,  addressed (i) if to the General Partner,  to its address set
forth in  Schedule 0 or to such other  address as the  General  Partner may from
time to time specify by written notice to the Partners, and (ii) if to a Limited
Partner,  to his address set forth on  Schedule 0 of this  Agreement  or to such
other  address as such Limited  Partner may from time to time specify by written
notice to the General Partner; or

                  (c) it is  delivered by  telecopier,  addressed as provided in
Section 0, with a duplicate copy sent by first class mail, postage prepaid.

         15.2 Own Advisors. Each Limited Partner represents and warrants that it
has relied on its own advisors for advice in  connection  with  structuring  the
transactions  contemplated by this Agreement in order to qualify as a nontaxable
transaction  under  Section  721 of the Code and is not  relying on the  General
Partner,  Regency or their accountants,  attorneys or other advisors with regard
to such qualification.

         15.3 Section  Captions.  Section and other  captions  contained in this
Agreement  are  for  reference  purposes  only  and  are in no way  intended  to
describe,  interpret,  define  or limit  the  scope,  extent  or  intent of this
Agreement  or any  provision  hereof.  Whenever  required  by the  context,  the
singular number shall include the plural and the masculine  gender shall include
the feminine and neuter and vice versa.

         15.4 Severability.  Every provision of this Agreement is intended to be
severable.  If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the remainder of this
Agreement.

         15.5 Governing Law. This Agreement and the rights of the Partners shall
be governed by and  construed  and enforced in  accordance  with the laws of the
State of  Georgia.  The Act, as in effect  from time to time,  shall  govern and
supersede any provision of this Agreement  which would otherwise be in violation
of the Act.

         15.6   Counterparts.   This   Agreement  may  be  executed  in  several
counterparts,  and all  counterparts so executed shall constitute one agreement,
binding on all of the parties hereto,  notwithstanding  that all the parties are
not signatory to the original or the same counterpart.

         15.7 Parties in Interest. Except as otherwise provided herein, each and
every covenant,  term, provision and agreement herein contained shall be binding
upon and inure to the benefit of the  successors  and assigns of the  respective
parties hereto.

         15.8  Integrated  Agreement.  This  Agreement  constitutes  the  entire
understanding and agreement among the parties hereto with respect to the subject
matter  hereof,  and  there  are no  agreements,  understandings,  restrictions,
representations  or  warranties  among the  parties  other  than those set forth
herein or herein provided for.

         IN WITNESS  WHEREOF,  this  Agreement of Limited  Partnership  has been
executed and sworn to as of the date first written above.

                                                 GENERAL PARTNER

                                                 RRC GA ONE, INC.


                                                 By:
                                                    Its:


                                                 INITIAL LIMITED PARTNER

                                                 PARKWAY STATION, LTD.


                                                 By:
                                                    Its:


JAXC18\DOCS\SOFT\3306.8
5/13/99|4:04PM|LYK:kjr
1

<PAGE>
shapeType1fFlipH0fFlipV0lTxid327680dxTextLeft0dyTextTop0dxTextRight0dyTextBotto
0fFilled0lineWidth0fLine0fShadow0fBehindDocument1
                                   SCHEDULE A

                                   Partners of
                   RRC Operating Partnership of Georgia, L.P.


                                 General Partner

                                     Capital                        Percentage
        Name and Address          Contribution        No. of Units    Interest
RRC GA One, Inc.                $100,000.00 Cash        5,491          16%
Lenox Tower, Suite 1629
3400 Peachtree Road, N.E.
Atlanta, GA  30326



                                Limited Partners

                                                                              
                                                                              
                                                                              
                                                                              
Name and Address        Capital Contribution            Contribution       Units
 ----------------         --------------------           ------------      -----
Parkway Station, Ltd.       The Property more             $169,851.55      9,327
1405 North Harris Ridge     particularly described in
Atlanta, GA 30327           Schedule A-1, subject to
                            existing mortgage debt to
                            Metropolitan Life Insurance
                            Company in the principal
                            amount of $4,366,233.63
                            Earn-Out(1)                 $355,480.00(1) 19,521(1)
                                                        -----------      ------ 

 

             Fair                                
            Market                              
           Value of                            
           Capital        No. of  Percentage    
           Interest                        
           --------                         
                                    
                                    

         28,848              84%


(1)  Effective as of July 1, 1996.


<PAGE>


                                  SCHEDULE A-1

              Legal Description for Parkway Station Shopping Center


<PAGE>


                                  SCHEDULE A-2

                                 Earn Out Amount


         The  number  of  Units  will  be  increased,  and the  Initial  Limited
Partner's  capital account will be increased from time to time but no later than
nine (9) months  after the date of  contribution  of the Property by the Initial
Limited  Partner  to the  Partnership,  by an  aggregate  amount  for  all  such
increases equal to the quotient arrived at by dividing the Earn-Out  Amount,  as
defined below,  by 18.21.  The aggregate  Earn-Out Amount shall be the lesser of
(i)  $355,480 or (ii) the sum of the first year annual base rent for the initial
terms of leases for Qualified  Tenants (as defined  herein),  capitalized at the
rate of 10%. The Units and the Initial Limited Partner's capital account will be
increased  based on the applicable  portion of the Earn-Out  Amount,  divided by
18.21, each time a new tenant qualifies as a Qualified Tenant (each such date is
referred to as an  "Adjustment  Date").  The term  "Qualified  Tenant" means any
tenant,  which is not Initial Limited Partner or an Affiliate of Initial Limited
Partner provided such tenant:

         (a)      is procured by Initial Limited Partner;

         (b)      has  accepted  the  premises,  is open for business and begins
                  paying  rent in one or more of spaces  B3,  B4, D3, B14 or B15
                  within  the center  prior to the  applicable  Adjustment  Date
                  (limited to one Qualified Tenant for any such space during the
                  nine-month period);

         (c)      is not in default under any term of its lease on the 
                  applicable Adjustment Date;

         (d)      is  creditworthy,  and  provides  adequate  security,  in  the
                  reasonable  opinion of General  Partner and in accordance with
                  customary industry standards;

         (e)      pays rent at market rates for  comparable  space in the center
                  with  market   concessions   and  market  tenant   improvement
                  allowances;

         (f)      executes the standard  form lease used by the Initial  Limited
                  Partner for the  Property  for an initial  lease term of three
                  (3) years or  longer,  a form of which is  attached  hereto as
                  Exhibit 1 (unless  another form or term is approved in writing
                  by General Partner), which shall be modified where appropriate
                  so it does not conflict with Kroger's  expansion  rights under
                  its existing lease;

         (g)      is not a tenant under a master lease;

         (h)      does not violate any law or use covenants contained in any
                  other leases in the center;

         (i)      does not duplicate any existing use within the center; and

         (j)      has not received nor expects to receive any financial  benefit
                  of any nature from the Initial Limited Partner,  any Affiliate
                  of Initial  Limited  Partner or any  shareholder or partner of
                  any  Affiliate of Initial  Limited  Partner  other than market
                  concessions and allowances.


<PAGE>


         All free rent, rent concessions, buildout expenses, leasing commissions
and other tenant occupancy expenses payable by the Partnership as landlord shall
be paid by the Initial Limited Partner (collectively, the "Tenant Concessions").
Initial Limited Partner will grant a security interest in the Units delivered on
each Adjustment Date to secure Initial Limited  Partner's  obligation to pay the
Tenant Concessions. It shall be a condition to the issuance of the Units at each
Adjustment  Date that the Initial  Limited  Partner  furnish the General Partner
with  lien  waivers  for all  tenant  improvements  for the  new  lease  for the
Qualified Tenant.


<PAGE>


                                    EXHIBIT 1

                     Initial Limited Partner's Form of Lease


<PAGE>


                                    EXHIBIT 0

                                Form of Guaranty