STATE OF MISSOURI ... OFFICE OF SECRETARY OF STATE
[Seal]
                        ROY D. BLUNT, Secretary of State
                               Limited Partnership

HONORABLE ROY D. BLUNT                                FILED
SECRETARY OF STATE                                    FEB 4, 1988 [sic 1989]
STATE OF MISSOURI                                     /s/ Roy D. Blunt
P.O. BOX 778                                              SECRETARY OF STATE
JEFFERSON CITY, MO  65102

                                   AMENDMENT
                       CERTIFICATE OF LIMITED PARTNERSHIP
                        (Must be submitted in duplicate)

1.   The name of the limited partnership is:

                   SECURED INVESTMENT RESOURCES FUND, L.P. III

2.   The original  limited  partnership  filing date with Secretary of State is:
     April 20, 1988

3.   If  applicable,  the  certificate  of  limited  partnership  is  amended as
     follows:

     A. A change in the amount or character of the  contribution of any partner,
        or in any  partner's  obligation  to make a  contribution  (designate if
        general partner):

            no change

     B. The admission of a new partner  except that if the election  pursuant to
        subsection  1 of  section  359.171  is in  effect  then  only  upon  the
        admission of a general partner ):

            no change

     C. The  withdrawal  of a partner,  except that if the election  pursuant to
        subsection  1 of  section  359.171  is in  effect  then  only  upon  the
        withdrawal of a general partner (designate if general partner):

            no change

     D. The continuation of the business under Section 359.451 after an event of
        withdrawal of a general partner:

            no change

4.   Section is amended as  follows:  Amendment  to make  election  pursuant  to
     Section 359.171. See sections 16 and 17 on attached certificate.

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                                                                           FILED
                                                         Feb. 14, 1988[sic 1989]
                                                                /s/ Roy D. Blunt
                                                              Secretary of State

                               FIRST AMENDMENT TO
                              AMENDED AND RESTATED
                       CERTIFICATE OF LIMITED PARTNERSHIP

     The  undersigned,  having  formed a  Limited  Partnership  pursuant  to the
Missouri Revised Uniform Limited  Partnership Act ("Missouri Act") pursuant to a
Certificate of Limited  Partnership dated April 20, 1988  ("Certificate")  filed
with the Secretary of State of Missouri and subsequently amended and restated on
September 12, 1988 desire to amend the Certificate to elect, pursuant to Section
359.171 of the  Missouri  Act,  to file a partner  list in lieu of  listing  the
limited  partners  of the  limited  partnership  in the  certificate  of limited
partnership.

     1. Name of Partnership:  The name of the partnership is SECURED  INVESTMENT
RESOURCES FUND, L.P. III

     2.  Purpose:  The primary  purpose and the character of the business of the
Partnership is to invest in, hold, manage, operate,  finance,  refinance,  lease
and dispose of income-producing real estate which is improved,  with an emphasis
on the  acquisition of existing  apartment  complexes and commercial  properties
including,  but not limited to, shopping centers,  office buildings,  industrial
buildings,  warehouses and other properties  located in the United States and to
do all things necessary, related or incidental to the foregoing. The Partnership
may enter into  ventures,  partnerships,  and other business  arrangements  with
respect to real  estate  deemed  prudent  by the  General  Partners  in order to
achieve successful  operations for the Partnership  subject to the provisions of
the Partnership Agreement.

     3. The Address, Initial Registered Office and Name of Registered Agent: The
principal place of business of the partnership is 5453 West 61st Place, Mission,
Kansas 66205. The  Partnership's  registered  office in the State of Missouri is
100 South Brentwood Blvd., 5th Floor, St. Louis,  Missouri 63105. Its registered
agent for service of process in the State of Missouri is Hoyt S  Corporation,  a
Missouri  corporation,  100 South  Brentwood  Blvd.,  Fifth  Floor,  St.  Louis,
Missouri 63105.

     4. Name and Address of Each  Member:  The names and places of  residence of
the  general  partners  and the limited  partners  are as set forth on Exhibit A
attached hereto.

     5.  Contribution  of Each Partner:  The amount of cash  contributed  by the
partners is as set forth on Exhibit A attached hereto.

     6. Additional  Contributions by the Limited  Partner:  The Limited Partners
shall not be required to make any additional contributions.

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     7. Rights of Limited Partners to Designate Assignees:  The Limited Partners
may  substitute an assignee in their place as a Limited  Partner,  provided that
(i) they  receive the consent  thereto of the  general  partners,  and (ii) such
assignment is in accordance with the Partnership Agreement.

     8. Withdrawal of a Partner:  The Limited  Partners shall not have any right
to  withdraw  from  the  Partnership  except  as  provided  in  the  Partnership
Agreement.  A General Partner shall be entitled to withdraw from the Partnership
at any time  provided that the  requirements  of the  Partnership  Agreement are
complied with.

     9.  Partnership  Interest  of Each  Partner:  The share of the  Profits and
Losses and Net Cash Flow From  Operations  which each partner  shall  receive by
reason of such  partner's  contributions  are as determined by Article XI of the
Partnership Agreement and as set forth on Exhibit A attached hereto.

     10. Time When  Contribution of the Limited Partners is to be Returned:  The
Capital  Contributions  of the limited  partners  shall be returned to them upon
dissolution,  pursuant to the provisions of the Missouri Act unless  returned at
an earlier date as and when the General Partners so determine.

     11. Term of Partnership:  The term for which the partnership is to exist is
from the date hereof until sixty years from the date of its formation unless the
General  Partners  determine to so extend the term of the  Partnership or unless
sooner terminated pursuant to the terms of the Partnership Agreement.

     12. Remaining  Partners' Right to Continue the Business:  If there shall be
more than one general  partner,  then,  on the death,  insolvency,  adjudication
bankruptcy, expulsion dissolution, withdrawal or retirement of a general partner
(referred to collectively as "Withdrawal"), the remaining general partner(s) may
continue  the  partnership.  In the case of the  Withdrawal  of the last general
partner,  the Partnership may continue its business with the written approval of
Limited Partners owning more than 50% of the Units.

     13. Priority Rights of the Limited Partners: None.

     14. Admission of Additional  Limited Partners:  New limited partners may be
admitted with the consent of the general partners.

     15.  Rights of Limited  Partners  to Demand  Property  in Lieu of Cash:  No
Limited Partner has the right to demand and receive any property other than cash
in return for his capital contribution.

     16.  Location of Partner List:  Pursuant to Subsection 3 of Section 359.171
of the Missouri  Act, the Partner List shall be  maintained at the office of the
limited  partnership's  registered

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agent,  which office is located at 100 South Brentwood  Blvd.,  Fifth Floor, St.
Louis,  Missouri 63105,  and shall be available for review and inspection by the
public during reasonable business hours.

     17. Filing of Partner List with Secretary of State:  Pursuant to Subsection
4 of Section 359.171 of the Missouri Act, the limited partnership will file with
the Secretary of State, on or before June thirtieth of each year, a partner list
as of May thirty-first of said year.

                                       GENERAL PARTNERS:

                                       /s/ James R. Hoyt
                                           JAMES R. HOYT

                                       /s/ Bill P. Charcut
                                           BILL P. CHARCUT

                                       HOYT PARTNERS III, L.P.

                                       By: Hoyt S Corporation, general partner

                                       By: /s/ James R. Hoyt
                                           James R. Hoyt, President

                                       NICHOLS RESOURCES, LTD.

                                       By: /s/ Anthony J. Sweeney
                                       Its: President

                                       INITIAL LIMITED PARTNER:

                                       By:  /s/ James R. Hoyt
                                            James R. Hoyt, General Partner

DATED St. Louis County, Missouri  January 12, 1989.

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                                    EXHIBIT A

INVESTORS                          Percentage of
                                  Profits, Losses              Capital
GENERAL PARTNERS:                and Net Cash Flow          Contributions
-----------------                -----------------          -------------
Bill P. Charcut                      .01%                       $500
11517 W. 101st Street
Overpark, Kansas 66214

James R. Hoyt                        .01%                       $500
5453 West 61st Place
Mission, Kansas 66205

Hoyt Partners III, L.P.              .97%                       $500
5453 West 61st Place
Mission, Kansas 66205

Nichols Resources, Ltd.              .01%                       $500
310 Ward Parkway
Kansas City, MO 64112

INITIAL LIMITED PARTNER:

James R. Hoyt                      99.00%                     $2,500
5453 West 61st Place
Mission, Kansas 66205

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