THIRD AMENDED AND RESTATED AGREEMENT
                             OF LIMITED PARTNERSHIP

                                       OF

                             OCWEN PARTNERSHIP, L.P.

                                    RECITALS

                  Ocwen  Partnership,  L.P. (the  "Partnership") was formed as a
limited partnership under the laws of the Commonwealth of Virginia pursuant to a
Certificate of Limited  Partnership filed with the State Corporation  Commission
of Virginia  effective  as of March 3, 1997.  This Third  Amended  and  Restated
Agreement of Limited  Partnership is entered into as of the 5th day of May, 1998
among Ocwen General,  Inc., a Virginia corporation (the "General Partner"),  and
the Limited Partners set forth on Exhibit A hereto,  for the purpose of amending
and restating the Second Amended and Restated Agreement of Limited  Partnership,
the  Amended  and  Restated  Agreement  of Limited  Partnership  and the Limited
Partnership Agreement (collectively, the "Initial Agreement").

                                    AGREEMENT

                  NOW, THEREFORE,  in consideration of the foregoing,  of mutual
covenants   between  the  parties  hereto,   and  of  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto agree to amend the Initial  Agreement to read in its entirety as
follows:

                                    ARTICLE I
                                  DEFINED TERMS

                  The following  defined terms used in this Agreement shall have
the meanings specified below:

                  "ACT" means the Virginia  Revised Uniform Limited  Partnership
Act, as it may be amended from time to time.

                  "ADDITIONAL  FUNDS" has the meaning set forth in Section  4.03
hereof.

                  "ADDITIONAL  SECURITIES"  means  any  additional  REIT  Shares
(other  than REIT  Shares  issued in  connection  with an  exchange  pursuant to
Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable
securities containing the right to subscribe for or purchase REIT Shares, as set
forth in Section 4.02(a)(ii).

                  "ADMINISTRATIVE  EXPENSES"  means (i) all  administrative  and
operating  costs  and  expenses   incurred  by  the   Partnership,   (ii)  those
administrative costs and expenses of the General Partner, including any salaries
or other  payments to directors,  officers or employees of the General  Partner,
and any accounting and legal expenses of the General  Partner,  which  expenses,
the Partners have agreed,  are expenses of the  Partnership  and not the General
Partner,  and (iii) to the  extent  not  included  in clause  (ii)  above,  REIT
Expenses;  PROVIDED, HOWEVER, that Administrative Expenses shall not include any
administrative  costs and expenses incurred by the Company that are attributable
to  Properties or  partnership  interests in a Subsidiary  Partnership  that are
owned by the Company directly.

                  "AFFILIATE"   means,   (i)  any  Person   that,   directly  or
indirectly,  controls or is controlled  by or is under common  control with such
Person, (ii) any other Person that owns,  beneficially,  directly or indirectly,
10% or more of the outstanding capital stock, shares or equity interests of such
Person,  or (iii) any officer,  director,  employee,  partner or trustee of such
Person or any Person  controlling,  controlled  by or under common  control with
such Person  (excluding  trustees and persons serving in similar  capacities who
are not  otherwise  an  Affiliate  of such  Person).  For the  purposes  of this
definition,   "control"   (including  the  correlative  meanings  of  the  terms
"controlled

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by" and "under common control with"), as used with respect to any Person,  shall
mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management  and policies of such Person,  through the ownership
of voting securities or partnership interests or otherwise.

                  "AGREED  VALUE"  means the fair  market  value of a  Partner's
non-cash  Capital  Contribution  as of the date of  contribution as agreed to by
such Partner and the General  Partner.  The names and addresses of the Partners,
number of  Partnership  Units  issued to each  Partner,  and the Agreed Value of
non-cash  Capital  Contributions  as of the date of contribution is set forth on
EXHIBIT A.

                  "AGREEMENT" means this Third Amended and Restated Agreement of
Limited Partnership, as amended or restated from time to time.

                  "AMENDED AND  RESTATED  ARTICLES OF  INCORPORATION"  means the
amended and restated  articles of  incorporation  of the Company  filed with the
State  Corporation  Commission of Virginia,  as amended or restated from time to
time.

                  "CAPITAL  ACCOUNT"  has the meaning  provided in Section  4.04
hereof.

                  "CAPITAL  CONTRIBUTION"  means the total amount of cash,  cash
equivalents,  and the Agreed Value of any Property or other asset contributed or
agreed to be contributed,  as the context  requires,  to the Partnership by each
Partner  pursuant to the terms of the  Agreement.  Any  reference to the Capital
Contribution  of a Partner  shall  include  the Capital  Contribution  made by a
predecessor holder of the Partnership Interest of such Partner.

                  "CASH  AMOUNT"  means an amount of cash per  Partnership  Unit
equal to the  Value of the REIT  Shares  Amount  on the date of  receipt  by the
Company of a Notice of Exchange.

                  "CERTIFICATE"   means  any  instrument  or  document  that  is
required  under  the  laws  of  the  Commonwealth  of  Virginia,  or  any  other
jurisdiction in which the Partnership  conducts business,  to be signed or sworn
to by the Partners of the  Partnership  (either by themselves or pursuant to the
power-of-attorney  granted to the General  Partner in Section  8.02  hereof) and
filed for recording in the  appropriate  public offices in the  Commonwealth  of
Virginia or such other  jurisdiction to perfect or maintain the Partnership as a
limited partnership, to effect the admission, withdrawal, or substitution of any
Partner of the Partnership,  or to protect the limited  liability of the Limited
Partners as limited  partners under the laws of the  Commonwealth of Virginia or
such other jurisdiction.

                  "CODE"  means the Internal  Revenue Code of 1986,  as amended,
and as  hereafter  amended  from  time  to  time.  Reference  to any  particular
provision  of the Code shall mean that  provision in the Code at the date hereof
and any successor provision of the Code.

                  "COMMISSION"   means   the  U.S.   Securities   and   Exchange
Commission.

                  "COMPANY"  means  Ocwen  Asset  Investment  Corp.,  a Virginia
corporation organized as a real estate investment trust.

                  "CONVERSION FACTOR" means 1.0, PROVIDED THAT, (a) in the event
that the Company (i) declares or pays a dividend on its outstanding  REIT Shares
in REIT Shares or makes a distribution  to all holders of its  outstanding  REIT
Shares in REIT Shares,  (ii)  subdivides its outstanding  REIT Shares,  or (iii)
combines its outstanding  REIT Shares into a smaller number of REIT Shares,  the
Conversion  Factor shall be adjusted by multiplying  the Conversion  Factor by a
fraction,  the  numerator of which shall be the number of REIT Shares issued and
outstanding on the record date for such dividend,  distribution,  subdivision or
combination  (assuming  for such  purposes  that  such  dividend,  distribution,
subdivision or combination has occurred as of such time), and the denominator of
which shall be the actual  number of REIT Shares  (determined  without the above
assumption)  issued and  outstanding on such date; and (b) in the event that the
Company  declares or pays a dividend or other  distribution  on its  outstanding
REIT Shares (other than (A) cash dividends payable in the ordinary course of the

                                       2
<PAGE>

Company's  business or (B) dividends payable in REIT Shares that give rise to an
adjustment in the Conversion  Factor under  subsection (a) hereof) and the Value
of the REIT Shares on the 20th trading day  following  the record date  ("Record
Date") for such dividend or distribution (the "Post-Distribution Value") is less
than the Value of the REIT Shares on the Business Day immediately preceding such
Record Date (the "Pre-Distribution Value"), then the Conversion Factor in effect
after the Record Date shall be adjusted by multiplying the Conversion  Factor in
effect  prior to the Record Date by a fraction,  the  numerator  of which is the
Pre-Distribution  Value and the  denominator  of which is the  Post-Distribution
Value,  PROVIDED,  HOWEVER, that no adjustment shall be made if (x) with respect
to  any  cash  dividend  or  distribution  with  respect  to  REIT  shares,  the
Partnership distributes with respect to each Partnership Unit an amount equal to
the amount of such dividend or distribution  multiplied by the Conversion Factor
or (y) with respect to any dividend or  distribution  of  securities or property
other than cash, the Partnership  distributes  with respect to each  Partnership
Unit an amount of securities or other property  equal to the amount  distributed
with  respect  to each  REIT  share  multiplied  by the  Conversion  Ratio  or a
partnership  interest or other security readily convertible into such securities
or  other  property.  Any  adjustment  to the  Conversion  Factor  shall  become
effective  immediately after the effective date of such event retroactive to the
record date,  if any,  for such event;  PROVIDED,  HOWEVER,  that if the Company
receives a Notice of Exchange  after the record date, but prior to the effective
date of such dividend, distribution,  subdivision or combination, the Conversion
Factor shall be determined as if the Company had received the Notice of Exchange
immediately   prior  to  the  record  date  for  such  dividend,   distribution,
subdivision or combination.

                  "EVENT OF  BANKRUPTCY"  as to any Person means the filing of a
petition for relief as to such Person as debtor or bankrupt under the Bankruptcy
Code of 1978 or similar  provision  of law of any  jurisdiction  (except if such
petition is  contested  by such Person and has been  dismissed  within 90 days);
insolvency  or  bankruptcy  of such  Person  as  finally  determined  by a court
proceeding; filing by such Person of a petition or application to accomplish the
same or for the  appointment  of a receiver  or a trustee  for such  Person or a
substantial part of his assets; commencement of any proceedings relating to such
Person  as a debtor  under any other  reorganization,  arrangement,  insolvency,
adjustment  of debt  or  liquidation  law of any  jurisdiction,  whether  now in
existence  or  hereinafter  in  effect,  either by such  Person  or by  another,
PROVIDED that if such proceeding is commenced by another,  such Person indicates
his approval of such proceeding, consents thereto or acquiesces therein, or such
proceeding is contested by such Person and has not been finally dismissed within
90 days.

                  "EXCHANGE  AMOUNT"  means  either the Cash  Amount or the REIT
Shares Amount, as selected by the General Partner or the Company in its sole and
absolute discretion pursuant to Section 8.05(b) hereof.

                  "EXCHANGE  RIGHT" has the meaning  provided in Section 8.05(a)
hereof.

                  "EXCHANGING  PARTNER"  has the  meaning  provided  in  Section
8.05(a) hereof.

                  "GENERAL  PARTNER"  means  Ocwen  General,  Inc.,  a  Virginia
corporation,  and any Person who  becomes a  substitute  or  additional  General
Partner as provided herein, and any of their successors as General Partner.

                  "GENERAL  PARTNERSHIP  INTEREST" means a Partnership  Interest
held by the General Partner that is a general partnership interest.

                  "INDEMNITEE" means (i) any Person made a party to a proceeding
by reason of its status as the  Company,  the  General  Partner  or a  director,
officer or employee of the Company,  the Partnership or the General Partner, and
(ii) such other Persons (including Affiliates of the Company, General Partner or
the  Partnership) as the General Partner may designate from time to time, in its
sole and absolute discretion.

                  "INDEPENDENT  DIRECTOR" means a director of the Company who is
not an  officer or  employee  of the  Company,  any  Affiliate  of an officer or
employee or any  Affiliate  of (i) any lessee of any  property of the Company or
any Subsidiary of the Company,  (ii) any Subsidiary of the Company, or (iii) any
partnership that is an Affiliate of the Company.

                                       3
<PAGE>

                  "LIMITED  PARTNER" means any Person named as a Limited Partner
on  EXHIBIT A  attached  hereto,  and any Person  who  becomes a  Substitute  or
Additional  Limited Partner,  in such Person's  capacity as a Limited Partner in
the Partnership.

                  "LIMITED PARTNERSHIP INTEREST" means the ownership interest of
a Limited Partner in the Partnership at any particular time, including the right
of such Limited  Partner to any and all  benefits to which such Limited  Partner
may be entitled as provided in this Agreement and in the Act,  together with the
obligations  of such Limited  Partner to comply with all the  provisions of this
Agreement and of such Act.

                  "LOSS" has the meaning provided in Section 5.01(f) hereof.

                  "NOTICE OF EXCHANGE"  means the Notice of Exercise of Exchange
Right substantially in the form attached as EXHIBIT B hereto.

                  "NASDAQ" means the Nasdaq Stock Market.

                  "OFFER" has the meaning set forth in Section 7.01(c) hereof.

                  "OFFERING" means the initial offer and sale by the Company and
the purchase by the  Underwriters  (as defined in the Prospectus) of REIT Shares
for sale to the public.

                  "ORIGINAL  LIMITED  PARTNER"  means  Ocwen  Limited,  Inc.,  a
Virginia corporation.

                  "PARTNER" means any General Partner or Limited Partner.

                  "PARTNER  NONRECOURSE  DEBT MINIMUM  GAIN" has the meaning set
forth  in  Regulations  Section   1.704-2(i).   A  Partner's  share  of  Partner
Nonrecourse Debt Minimum Gain shall be determined in accordance with Regulations
Section 1.704-2(i)(5).

                  "PARTNERSHIP  INTEREST"  means an  ownership  interest  in the
Partnership held by either a Limited Partner or the General Partner and includes
any and all benefits to which the holder of such a  Partnership  Interest may be
entitled as provided in this  Agreement,  together with all  obligations of such
Person to comply with the terms and provisions of this Agreement.

                  "PARTNERSHIP  MINIMUM  GAIN"  has the  meaning  set  forth  in
Regulations   Section   1.704-2(d).   In  accordance  with  Regulations  Section
1.704-2(d),  the  amount of  Partnership  Minimum  Gain is  determined  by first
computing,  for each Partnership nonrecourse liability, any gain the Partnership
would  realize if it disposed of the property  subject to that  liability for no
consideration   other  than  full  satisfaction  of  the  liability,   and  then
aggregating  the separately  computed  gains.  A Partner's  share of Partnership
Minimum  Gain  shall  be  determined  in  accordance  with  Regulations  Section
1.704-2(g)(1).

                  "PARTNERSHIP RECORD DATE" means the record date established by
the  General  Partner for the  distribution  of cash  pursuant  to Section  5.02
hereof,  which record date shall be the same as the record date  established  by
the Company for a distribution to its shareholders of some or all of its portion
of such distribution.

                  "PARTNERSHIP UNIT" means a fractional,  undivided share of the
Partnership  Interests of all  Partners  issued  hereunder.  The  allocation  of
Partnership  Units among the Partners shall be as set forth on EXHIBIT A, as may
be amended from time to time.

                  "PERCENTAGE  INTEREST" means the percentage ownership interest
in the  Partnership of each Partner,  as determined by dividing the  Partnership
Units  owned  by a  Partner  by the  total  number  of  Partnership  Units  then
outstanding.  The  Percentage  Interest of each Partner shall be as set forth on
EXHIBIT A, as may be amended from time to time.

                                       4
<PAGE>

                  "PERSON" means any individual, partnership, corporation, joint
venture, trust or other entity.

                  "PROFIT" has the meaning provided in Section 5.01(f) hereof.

                  "PROPERTY"  means any office or  industrial  property or other
investment in which the Partnership holds an ownership interest.

                  "PROSPECTUS"   means  the  final   prospectus   delivered   to
purchasers of REIT Shares in the Offering.

                  "REGULATIONS"  means the Federal Income Tax Regulations issued
under the Code, as amended and as hereafter amended from time to time. Reference
to any particular  provision of the Regulations shall mean that provision of the
Regulations on the date hereof and any successor provision of the Regulations.

                  "REIT" means a real estate investment trust under Sections 856
through 860 of the Code.

                  "REIT EXPENSES"  means (i) costs and expenses  relating to the
formation  and  continuity  of  existence  and  operation of the Company and any
Subsidiaries  thereof,  including Ocwen General, Inc. (which Subsidiaries shall,
for purposes  hereof,  be included within the definition of Company),  including
taxes, fees and assessments associated therewith, any and all costs, expenses or
fees payable to any director,  officer,  or employee of the Company,  (ii) costs
and expenses  relating to any public offering and  registration of securities by
the Company and all statements,  reports,  fees and expenses incidental thereto,
including,  without limitation,  underwriting  discounts and selling commissions
applicable  to any such  offering  of  securities,  and any costs  and  expenses
associated  with  any  claims  made by any  holders  of such  securities  or any
underwriters or placement  agents thereof,  (iii) costs and expenses  associated
with any  repurchase of any  securities by the Company,  (iv) costs and expenses
associated  with the preparation and filing of any periodic or other reports and
communications by the Company under federal, state or local laws or regulations,
including  filings with the Commission,  (v) costs and expenses  associated with
compliance by the Company with laws,  rules and  regulations  promulgated by any
regulatory  body,  including the Commission and any  securities  exchange,  (vi)
costs and expenses  associated with any 401(k) plan,  incentive plan, bonus plan
or other plan providing for compensation for the employees of the Company, (vii)
costs and expenses incurred by the Company relating to any issuing or redemption
of Partnership Interests, and (viii) all other operating or administrative costs
of the Company  incurred in the ordinary  course of its business on behalf of or
in connection with the Partnership.

                  "REIT SHARE" means a common  share of  beneficial  interest in
the Company (or successor Entity, as the case may be).

                  "REIT  SHARES  AMOUNT"  means a number of REIT Shares equal to
the  product of the number of  Partnership  Units  offered  for  exchange  by an
Exchanging  Partner,  multiplied  by the  Conversion  Factor as  adjusted to and
including the Specified  Exchange  Date;  PROVIDED THAT in the event the Company
issues to all holders of REIT Shares rights, options, warrants or convertible or
exchangeable  securities entitling the shareholders to subscribe for or purchase
REIT Shares, or any other securities or property  (collectively,  the "rights"),
and the rights have not expired at the Specified  Exchange  Date,  then the REIT
Shares  Amount  shall also  include the rights  issuable to a holder of the REIT
Shares  Amount  of  REIT  Shares  on the  record  date  fixed  for  purposes  of
determining the holders of REIT Shares entitled to rights.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SERVICE" means the Internal Revenue Service.

                  "SPECIFIED  EXCHANGE DATE" means the first business day of the
month that is at least 60 business  days after the receipt by the Company of the
Notice of Exchange.

                  "SHARE INCENTIVE PLANS" means the Ocwen Asset Investment Corp.
non-qualified  stock  option plan,  as amended  from time to time,  or any stock
incentive plan adopted in the future by the Company.

                                       5
<PAGE>

                  "SUBSIDIARY"   means,   with   respect  to  any  Person,   any
corporation  or other  entity of which a majority of (i) the voting power of the
voting equity  securities  or (ii) the  outstanding  equity  interests is owned,
directly or indirectly, by such Person.

                  "SUBSIDIARY  PARTNERSHIP"  means any  partnership of which the
partnership  interests  therein  are  owned  by the  Company  or a  wholly-owned
subsidiary of the Company.

                  "SUBSTITUTE  LIMITED PARTNER" means any Person admitted to the
Partnership as a Limited Partner pursuant to Section 9.03 hereof.

                  "SURVIVING  GENERAL  PARTNER"  has the  meaning  set  forth in
Section 7.01(d) hereof.

                  "TRANSACTION"  has the  meaning  set forth in Section  7.01(c)
hereof.

                  "TRANSFER"  has the  meaning  set  forth  in  Section  9.02(a)
hereof.

                  "VALUE"  means,  with respect to any security,  the average of
the daily market price of such  security  for the ten  consecutive  trading days
immediately preceding the date of such valuation. The market price for each such
trading  day shall be: (i) if  security  is listed or admitted to trading on any
securities  exchange or NASDAQ, the sale price,  regular way, on such day, or if
no such sale takes  place on such day,  the average of the closing bid and asked
prices,  regular way, on such day, (ii) if security is not listed or admitted to
trading  on any  securities  exchange  or NASDAQ  takes  place on such day,  the
average  of the  closing  bid and asked  prices on such day,  as  reported  by a
reliable quotation source designated by the Company, or (iii) if security is not
listed or admitted to trading on any  securities  exchange or NASDAQ and no such
last  reported  sale price or closing bid and asked  prices are  available,  the
average of the  reported  high bid and low asked prices on such day, as reported
by a reliable  quotation source designated by the Company,  or if there shall be
no bid and asked  prices on such day,  the average of the high bid and low asked
prices, as so reported,  on the most recent day (not more than ten days prior to
the date in question)  for which prices have been so reported;  PROVIDED THAT if
there are no bid and asked prices reported during the ten days prior to the date
in question, the value of the security shall be determined by the Company acting
in good  faith on the  basis of such  quotations  and  other  information  as it
considers,  in its reasonable judgment,  appropriate.  In the event the security
includes  any  additional  rights,  then  the  value  of such  rights  shall  be
determined by the Company  acting in good faith on the basis of such  quotations
and other information as it considers, in its reasonable judgment, appropriate.

                                   ARTICLE II
                  PARTNERSHIP CONTINUATION AND IDENTIFICATION

         2.01.    CONTINUATION.
                  The Partners hereby agree to continue the Partnership pursuant
to the Act and upon the terms and conditions set forth in this Agreement.

         2.02.    NAME, OFFICE AND REGISTERED AGENT.
                  The name of the  Partnership  is Ocwen  Partnership,  L.P. The
specified  office and place of  business of the  Partnership  shall be 1675 Palm
Beach Boulevard, Suite 1000, West Palm Beach, Florida 33401. The General Partner
may at any time change the location of such office, provided the General Partner
gives notice to the Partners of any such change. The initial registered agent is
George  C.  Howell,  III,  who is a  resident  of  Virginia  and a member of the
Virginia State Bar, and whose  business  address is Riverfront  Plaza,  951 East
Byrd Street in the City of Richmond.  The sole duty of the  registered  agent as
such is to  forward  to the  Partnership  any  notice  that is  served on him as
registered agent.

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         2.03.    PARTNERS.
                  (a)THE  GENERAL  PARTNER OF THE  PARTNERSHIP IS OCWEN GENERAL,
INC., A VIRGINIA  CORPORATION.  ITS  PRINCIPAL  PLACE OF BUSINESS IS THE SAME AS
THAT OF THE PARTNERSHIP. (b)THE LIMITED PARTNERS ARE THOSE PERSONS IDENTIFIED AS
LIMITED PARTNERS ON EXHIBIT A HERETO, AS AMENDED FROM TIME TO TIME.

         2.04.    TERM AND DISSOLUTION.
                  (a)THE TERM OF THE  PARTNERSHIP  SHALL  CONTINUE IN FULL FORCE
AND EFFECT  UNTIL  DECEMBER  31,  2050,  EXCEPT  THAT THE  PARTNERSHIP  SHALL BE
DISSOLVED UPON THE FIRST TO OCCUR OF ANY OF THE FOLLOWING EVENTS:

                           (i) The  occurrence of an Event of Bankruptcy as to a
                  General  Partner  or  the  dissolution,   death,   removal  or
                  withdrawal  of a General  Partner  unless the  business of the
                  Partnership is continued  pursuant to Section  7.03(b) hereof;
                  PROVIDED  THAT if a  General  Partner  is on the  date of such
                  occurrence  a  partnership,  the  dissolution  of such General
                  Partner  as a result of the  dissolution,  death,  withdrawal,
                  removal  or  Event  of   Bankruptcy   of  a  partner  in  such
                  partnership  shall  not  be an  event  of  dissolution  of the
                  Partnership  if  the  business  of  such  General  Partner  is
                  continued by the remaining  partner or partners,  either alone
                  or with additional partners, and such General Partner and such
                  partners comply with any other applicable requirements of this
                  Agreement;

                           (ii) The  passage  of 90 days after the sale or other
                  disposition of all or  substantially  all of the assets of the
                  Partnership  (PROVIDED  THAT if the  Partnership  receives  an
                  installment obligation as consideration for such sale or other
                  disposition,  the Partnership  shall  continue,  unless sooner
                  dissolved under the provisions of this  Agreement,  until such
                  time as such note or notes are paid in full);

                           (iii)  The   exchange  of  all  Limited   Partnership
                  Interests  (other  than  any of  such  interests  held  by the
                  General Partner or Affiliates of the General Partner); or

                           (iv)   The  election by the General  Partner that the
                  Partnership should be dissolved.

                  (b)UPON DISSOLUTION OF THE PARTNERSHIP (UNLESS THE BUSINESS OF
THE PARTNERSHIP IS CONTINUED  PURSUANT TO SECTION 7.03(b)  HEREOF),  THE GENERAL
PARTNER (OR ITS  TRUSTEE,  RECEIVER,  SUCCESSOR OR LEGAL  REPRESENTATIVE)  SHALL
AMEND OR CANCEL THE CERTIFICATE AND LIQUIDATE THE PARTNERSHIP'S ASSETS AND APPLY
AND  DISTRIBUTE  THE PROCEEDS  THEREOF IN  ACCORDANCE  WITH SECTION 5.06 HEREOF.
NOTWITHSTANDING  THE FOREGOING,  THE LIQUIDATING  GENERAL PARTNER MAY EITHER (i)
DEFER  LIQUIDATION OF, OR WITHHOLD FROM  DISTRIBUTION FOR A REASONABLE TIME, ANY
ASSETS  OF  THE   PARTNERSHIP   (INCLUDING   THOSE   NECESSARY  TO  SATISFY  THE
PARTNERSHIP'S  DEBTS AND  OBLIGATIONS),  OR (ii)  DISTRIBUTE  THE  ASSETS TO THE
PARTNERS IN KIND.

         2.05.    FILING OF CERTIFICATE AND PERFECTION OF LIMITED PARTNERSHIP.
                  The General  Partner shall  execute,  acknowledge,  record and
file  at the  expense  of the  Partnership,  the  Certificate  and  any  and all
amendments  thereto and all requisite  fictitious name statements and notices in
such places and jurisdictions as may be necessary to cause the Partnership to be
treated as a limited  partnership  under, and otherwise to comply with, the laws
of each state or other jurisdiction in which the Partnership conducts business.

         2.06.    CERTIFICATES DESCRIBING PARTNERSHIP UNITS.
                  At the request of a Limited Partner,  the General Partner,  at
its  option,  may issue a  certificate  summarizing  the  terms of such  Limited
Partner's interest in the Partnership, including the number of Partnership Units
owned and the Percentage  Interest  represented by such Partnership  Units as of
the date of such  certificate.  Any such  certificate  (i)  shall be in form and
substance as approved by the General  Partner,  (ii) shall not be negotiable and
(iii) shall bear a legend to the following effect:

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<PAGE>

         This  certificate is not  negotiable.  The  Partnership  Units
         represented   by  this   certificate   are   governed  by  and
         transferable  only in  accordance  with the  provisions of the
         Agreement of Limited  Partnership of Ocwen Partnership,  L.P.,
         as amended from time to time.

                                   ARTICLE III
                          BUSINESS OF THE PARTNERSHIP

                  The purpose and nature of the  business to be conducted by the
Partnership  is (i) to conduct any business that may be lawfully  conducted by a
limited partnership organized pursuant to the Act, PROVIDED,  however, that such
business  shall be  limited to and  conducted  in such a manner as to permit the
Company at all times to qualify as a REIT,  unless the Company  otherwise ceases
to qualify as a REIT, (ii) to enter into any partnership, joint venture or other
similar  arrangement  to  engage in any of the  foregoing  or the  ownership  of
interests in any entity engaged in any of the foregoing and (iii) to do anything
necessary or incidental to the foregoing. In connection with the foregoing,  and
without  limiting the  Company's  right in its sole and absolute  discretion  to
cease qualifying as a REIT, the Partners  acknowledge that the Company's current
status as a REIT and the  avoidance  of income and excise  taxes on the  Company
inures  to the  benefit  of all the  Partners  and not  solely  to the  Company.
Notwithstanding  the foregoing,  the Limited Partners agree that the Company may
terminate  its  status as a REIT  under the Code at any time to the full  extent
permitted under its Amended and Restated Articles of Incorporation.  The General
Partner  shall also be empowered to do any and all acts and things  necessary or
prudent to ensure that the  Partnership  will not be  classified  as a "publicly
traded partnership" for purposes of Section 7704 of the Code.


                                   ARTICLE IV
                       CAPITAL CONTRIBUTIONS AND ACCOUNTS

         4.01.    CAPITAL CONTRIBUTIONS.
                  The General Partner and the Limited Partners have made capital
contributions  to the Partnership in exchange for the Partnership  Interests set
forth opposite their names on Exhibit A, as amended from time to time.

         4.02.    ADDITIONAL  CAPITAL  CONTRIBUTIONS AND ISSUANCES OF ADDITIONAL
                  PARTNERSHIP INTERESTS.

                  Except as provided in this  Section  4.02 or in Section  4.03,
the Partners  shall have no right or obligation to make any  additional  Capital
Contributions  or loans to the  Partnership.  The General Partner may contribute
additional capital to the Partnership, from time to time, and receive additional
Partnership  Interests in respect  thereof,  in the manner  contemplated in this
Section 4.02.

                  (a)ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS.

                           (i)      GENERAL.   The  General  Partner  is  hereby
                  authorized to cause the  Partnership to issue such  additional
                  Partnership Interests in the form of Partnership Units for any
                  Partnership  purpose at any time or from time to time,  to the
                  Partners (including the General Partner and the Company) or to
                  other  Persons  for such  consideration  and on such terms and
                  conditions as shall be established  by the General  Partner in
                  its sole and absolute discretion,  all without the approval of
                  any Limited  Partners.  Any additional  Partnership  Interests
                  issued thereby may be issued in one or more classes, or one or
                  more series of any of such  classes,  with such  designations,
                  preferences  and  relative,  participating,  optional or other
                  special rights,  powers and duties,  including rights,  powers
                  and duties  senior to Limited  Partnership  Interests,  all as
                  shall be  determined  by the  General  Partner in its sole and
                  absolute  discretion  and without the  approval of any Limited
                  Partner,   subject  to  Virginia   law,   including,   without
                  limitation,  (i)  the  allocations  of  items  of  Partnership
                  income, gain, loss, deduction and credit to each such class or
                  series of Partnership  Interests;  (ii) the right of each such

                                       8
<PAGE>

                  class  or  series  of   Partnership   Interests  to  share  in
                  Partnership  distributions;  and (iii) the rights of each such
                  class or series of Partnership  Interests upon dissolution and
                  liquidation of the  Partnership;  PROVIDED,  HOWEVER,  that no
                  additional  Partnership  Interests  shall  be  issued  to  the
                  General Partner or the Company unless:

                                    (1) (A) the additional Partnership Interests
                           are issued in  connection  with an  issuance  of REIT
                           Shares of or other  interests in the  Company,  which
                           shares or interests  have  designations,  preferences
                           and  other   rights,   all  such  that  the  economic
                           interests   are   substantially    similar   to   the
                           designations,  preferences  and  other  rights of the
                           additional   Partnership   Interests  issued  to  the
                           General  Partner or the Company by the Partnership in
                           accordance with this Section 4.02 and (B) the General
                           Partner   or  the   Company   shall  make  a  Capital
                           Contribution to the Partnership in an amount equal to
                           the proceeds  raised in connection  with the issuance
                           of such shares of stock of or other  interests in the
                           Company;

                                    (2) the additional Partnership Interests are
                           issued in exchange for property  owned by the Company
                           or the General  Partner with a fair market value,  as
                           determined  by the  General  Partner,  in good faith,
                           equal to the value of the Partnership Interests; or

                                    (3) the additional Partnership Interests are
                           issued  to  all  Partners  in   proportion  to  their
                           respective Percentage Interests.

Without limiting the foregoing,  the General Partner is expressly  authorized to
cause the  Partnership  to issue  Partnership  Units  for less than fair  market
value, so long as the General Partner concludes in good faith that such issuance
is in the best interests of the General Partner and the Partnership.

                           (ii) UPON  ISSUANCE  OF  ADDITIONAL  SECURITIES.  The
                  Company shall not issue any additional REIT Shares (other than
                  REIT Shares issued in connection with an exchange  pursuant to
                  Section   8.05  hereof)  or  rights,   options,   warrants  or
                  convertible or exchangeable securities containing the right to
                  subscribe   for  or  purchase   REIT   Shares   (collectively,
                  "Additional  Securities")  other  than to all  holders of REIT
                  Shares,  unless  (A)  the  General  Partner  shall  cause  the
                  Partnership  to issue to the General  Partner and the Company,
                  as the Company may designate, Partnership Interests or rights,
                  options, warrants or convertible or exchangeable securities of
                  the  Partnership  having  designations,  preferences and other
                  rights, all such that the economic interests are substantially
                  similar  to those of the  Additional  Securities,  and (B) the
                  Company  contributes  the  proceeds  from the issuance of such
                  Additional   Securities   and  from  any  exercise  of  rights
                  contained in such Additional Securities,  directly and through
                  the General Partner,  to the Partnership;  PROVIDED,  HOWEVER,
                  that the Company is allowed to issue Additional  Securities in
                  connection  with  an  acquisition  of a  property  to be  held
                  directly  by the  Company,  but if and  only if,  such  direct
                  acquisition  and issuance of Additional  Securities  have been
                  approved  and  determined  to be in the best  interests of the
                  Company and the  Partnership by a majority of the  Independent
                  Directors.  Without  limiting  the  foregoing,  the Company is
                  expressly  authorized to issue Additional  Securities for less
                  than fair market value,  and to cause the Partnership to issue
                  to  the  General   Partner   and  the  Company   corresponding
                  Partnership  Interests,  so long as (x)  the  General  Partner
                  concludes  in good  faith  that such  issuance  is in the best
                  interests  of  the  General  Partner,   the  Company  and  the
                  Partnership,  including  without  limitation,  the issuance of
                  REIT Shares and corresponding Partnership Units pursuant to an
                  employee share purchase plan providing for employee  purchases
                  of REIT  Shares  at a  discount  from  fair  market  value  or
                  employee  stock  options  that have an exercise  price that is
                  less than the fair market value of the REIT Shares,  either at
                  the time of issuance or at the time of  exercise,  and (y) the
                  Company contributes all proceeds from such issuance,  directly
                  or  through  the  General  Partner,  to the  Partnership.  For
                  example,  in the event the  Company  issues  REIT Shares for a
                  cash  purchase  price and  contributes  all of the proceeds of
                  such issuance,  directly and through the General  Partner,  to
                  the Partnership as required hereunder, the General Partner and
                  the Company, as the Company may so designate,  shall be issued
                  a number of additional  Partnership Units equal to the product
                  of (A) the number of such REIT Shares  issued by the  Company,

                                       9
<PAGE>

                  the proceeds of which were so contributed, multiplied by (B) a
                  fraction,  the numerator of which is 100%, and the denominator
                  of which is the  Conversion  Factor  in  effect on the date of
                  such contribution.

                  (b)CERTAIN  DEEMED  CONTRIBUTIONS  OF  PROCEEDS OF ISSUANCE OF
REIT SHARES.  IN  CONNECTION  WITH ANY AND ALL  ISSUANCES  OF REIT  SHARES,  THE
COMPANY AND THE GENERAL PARTNER, AS THE COMPANY  DETERMINES,  SHALL MAKE CAPITAL
CONTRIBUTIONS TO THE PARTNERSHIP OF THE PROCEEDS THEREFROM, PROVIDED THAT IF THE
PROCEEDS ACTUALLY  RECEIVED AND CONTRIBUTED BY THE COMPANY,  DIRECTLY OR THROUGH
THE GENERAL  PARTNER,  ARE LESS THAN THE GROSS  PROCEEDS  OF SUCH  ISSUANCE AS A
RESULT OF ANY  UNDERWRITER'S  DISCOUNT  OR OTHER  EXPENSES  PAID OR  INCURRED IN
CONNECTION WITH SUCH ISSUANCE, THEN THE GENERAL PARTNER AND THE COMPANY SHALL BE
DEEMED TO HAVE MADE CAPITAL  CONTRIBUTIONS  TO THE  PARTNERSHIP IN THE AGGREGATE
AMOUNT OF THE GROSS  PROCEEDS  OF SUCH  ISSUANCE  AND THE  PARTNERSHIP  SHALL BE
DEEMED  SIMULTANEOUSLY  TO HAVE PAID SUCH OFFERING  EXPENSES IN ACCORDANCE  WITH
SECTION 6.05 HEREOF AND IN CONNECTION  WITH THE REQUIRED  ISSUANCE OF ADDITIONAL
PARTNERSHIP  UNITS TO THE  GENERAL  PARTNER  AND THE  COMPANY  FOR SUCH  CAPITAL
CONTRIBUTIONS  PURSUANT TO SECTION 4.02(a)  HEREOF. 

                  (c)IN THE EVENT THE COMPANY PURCHASES ANY REIT SHARES OR OTHER
SHARES OF ANY CLASS OF THE COMPANY'S  CAPITAL  STOCK,  THEN THE GENERAL  PARTNER
SHALL  CAUSE THE  PARTNERSHIP  TO PURCHASE A NUMBER OF  PARTNERSHIP  UNITS HELD,
DIRECTLY OR INDIRECTLY,  BY THE COMPANY, AS THE COMPANY MAY DESIGNATE,  EQUAL TO
THE  QUOTIENT OF THE NUMBER OF SUCH REIT SHARES OR SUCH SHARES OF THE  COMPANY'S
CAPITAL  STOCK DIVIDED BY THE  CONVERSION  FACTOR AND ON THE SAME TERMS THAT THE
COMPANY  EXCHANGED  SUCH REIT  SHARES OR SUCH  SHARES OF THE  COMPANY'S  CAPITAL
STOCK.  MOREOVER,  IF THE COMPANY  MAKES A CASH  TENDER  OFFER OR OTHER OFFER TO
ACQUIRE REIT SHARES OR OTHER SHARES OF ANY CLASS OF THE COMPANY'S CAPITAL STOCK,
THEN THE GENERAL  PARTNER SHALL CAUSE THE  PARTNERSHIP  TO MAKE A  CORRESPONDING
OFFER TO THE COMPANY, OR THE DIRECT OR INDIRECT  SUBSIDIARIES  THROUGH WHICH THE
COMPANY HOLDS  PARTNERSHIP  UNITS,  AS THE COMPANY MAY DESIGNATE,  TO ACQUIRE AN
EQUAL NUMBER OF PARTNERSHIP UNITS HELD, DIRECTLY OR INDIRECTLY,  BY THE COMPANY.
IN THE EVENT  ANY REIT  SHARES  OR OTHER  SHARES  OF ANY CLASS OF THE  COMPANY'S
CAPITAL  STOCK ARE  ACQUIRED  BY THE  COMPANY  PURSUANT  TO SUCH TENDER OR OTHER
OFFER, THE PARTNERSHIP  SHALL PURCHASE AN EQUIVALENT NUMBER OF PARTNERSHIP UNITS
HELD, DIRECTLY OR INDIRECTLY,  BY THE COMPANY, AS THE COMPANY MAY DESIGNATE, FOR
AN EQUIVALENT  PURCHASE PRICE BASED ON THE APPLICATION OF THE CONVERSION FACTOR.
LASTLY,  IF THE COMPANY  SHALL  REPURCHASE  ANY REIT SHARES OR ANY SHARES OF ANY
CLASS OF THE  COMPANY'S  CAPITAL  STOCK  PURSUANT  TO THIS  SECTION,  ALL  COSTS
INCURRED IN CONNECTION WITH SUCH  REPURCHASE  SHALL BE REIMBURSED TO THE GENERAL
PARTNER BY THE PARTNERSHIP PURSUANT TO SECTION 6.05 HEREOF.

         4.03.    ADDITIONAL FUNDING.
                  If the  General  Partner  determines  that  it is in the  best
interests  of the  Partnership  to  provide  for  additional  Partnership  funds
("Additional  Funds") for any Partnership  purpose,  the General Partner may (i)
cause the  Partnership  to obtain such funds from  outside  borrowings,  or (ii)
elect to have the General Partner or the Company  provide such Additional  Funds
to the Partnership through loans or otherwise.

         4.04.    CAPITAL ACCOUNTS.
                  A separate  capital  account (a  "Capital  Account")  shall be
established  and  maintained  for each Partner in  accordance  with  Regulations
Section  1.704-1(b)(2)(iv).  If  (i) a  new  or  existing  Partner  acquires  an
additional  Partnership  Interest in exchange for more than a DE MINIMIS Capital
Contribution,  (ii) the  Partnership  distributes  to a  Partner  more than a DE
MINIMIS  amount of  Partnership  property  as  consideration  for a  Partnership
Interest,  or  (iii)  the  Partnership  is  liquidated  within  the  meaning  of
Regulation Section  1.704-1(b)(2)(ii)(g),  the General Partner shall revalue the
property of the  Partnership  to its fair  market  value (as  determined  by the
General Partner,  in its sole and absolute  discretion,  and taking into account
Section   7701(g)  of  the  Code)  in  accordance   with   Regulations   Section
1.704-1(b)(2)(iv)(f). When the Partnership's property is revalued by the General
Partner,  the Capital  Accounts of the Partners  shall be adjusted in accordance
with Regulations Sections  1.704-1(b)(2)(iv)(f) and (g), which generally require
such  Capital  Accounts  to be  adjusted  to  reflect  the  manner  in which the
unrealized  gain or loss inherent in such property  (that has not been reflected
in the  Capital  Accounts  previously)  would be  allocated  among the  Partners
pursuant to Section 5.01 if there were a taxable  disposition  of such  property
for its fair market value (as determined by the General Partner, in its sole and
absolute discretion, and taking into account Section 7701(g) of the Code) on the
date of the revaluation.

                                       10
<PAGE>

         4.05.    PERCENTAGE INTERESTS.
                  If the number of outstanding  Partnership  Units  increases or
decreases  during a taxable year,  each Partner's  Percentage  Interest shall be
adjusted by the General Partner  effective as of the effective date of each such
increase or decrease to a percentage  equal to the number of  Partnership  Units
held by such  Partner  divided  by the  aggregate  number of  Partnership  Units
outstanding  after giving effect to such increase or decrease.  If the Partners'
Percentage Interests are adjusted pursuant to this Section 4.05, the Profits and
Losses for the taxable  year in which the  adjustment  occurs shall be allocated
between the part of the year ending on the day when the  Partnership's  property
is  revalued by the General  Partner and the part of the year  beginning  on the
following  day  either (i) as if the  taxable  year had ended on the date of the
adjustment  or (ii)  based  on the  number  of days in each  part.  The  General
Partner, in its sole and absolute discretion, shall determine which method shall
be used to  allocate  Profits  and  Losses  for the  taxable  year in which  the
adjustment  occurs. The allocation of Profits and Losses for the earlier part of
the year shall be based on the Percentage  Interests before adjustment,  and the
allocation  of  Profits  and  Losses  for the later  part  shall be based on the
adjusted Percentage Interests.

         4.06.    NO INTEREST ON CONTRIBUTIONS.
                  No  Partner  shall be  entitled  to  interest  on its  Capital
Contribution.

         4.07.    RETURN OF CAPITAL CONTRIBUTIONS.
                  No  Partner  shall be  entitled  to  withdraw  any part of its
Capital  Contribution or its Capital Account or to receive any distribution from
the Partnership,  except as specifically  provided in this Agreement.  Except as
otherwise provided herein, there shall be no obligation to return to any Partner
or withdrawn Partner any part of such Partner's Capital Contribution for so long
as the Partnership continues in existence.

         4.08.    NO THIRD-PARTY BENEFICIARY.
                  No  creditor or other third  party  having  dealings  with the
Partnership  shall  have the right to  enforce  the right or  obligation  of any
Partner to make Capital  Contributions  or loans or to pursue any other right or
remedy hereunder or at law or in equity, it being understood and agreed that the
provisions  of this  Agreement  shall be solely for the  benefit  of, and may be
enforced  solely by, the  parties  hereto and their  respective  successors  and
assigns.  None of the rights or obligations of the Partners  herein set forth to
make Capital  Contributions or loans to the Partnership shall be deemed an asset
of the Partnership for any purpose by any creditor or other third party, nor may
such rights or obligations be sold,  transferred or assigned by the  Partnership
or  pledged  or  encumbered  by the  Partnership  to  secure  any  debt or other
obligation of the Partnership or of any of the Partners.  In addition, it is the
intent of the parties hereto that no  distribution  to any Limited Partner shall
be deemed a return of money or other property in violation of the Act.  However,
if  any  court  of  competent  jurisdiction  holds  that,   notwithstanding  the
provisions of this  Agreement,  any Limited  Partner is obligated to return such
money or  property,  such  obligation  shall be the  obligation  of such Limited
Partner and not of the General  Partner.  Without limiting the generality of the
foregoing,  a deficit  Capital  Account of a Partner shall not be deemed to be a
liability of such Partner nor an asset or property of the Partnership.

                                    ARTICLE V
                       PROFITS AND LOSSES; DISTRIBUTIONS

         5.01.    ALLOCATION OF PROFIT AND LOSS.

                  (a)  GENERAL.  PROFIT  AND  LOSS OF THE  PARTNERSHIP  FOR EACH
FISCAL  YEAR OF THE  PARTNERSHIP  SHALL  BE  ALLOCATED  AMONG  THE  PARTNERS  IN
ACCORDANCE WITH THEIR RESPECTIVE PERCENTAGE INTERESTS.

                  (b) MINIMUM GAIN CHARGEBACK.  NOTWITHSTANDING ANY PROVISION TO
THE  CONTRARY,  (i)  ANY  EXPENSE  OF THE  PARTNERSHIP  THAT  IS A  "NONRECOURSE
DEDUCTION"  WITHIN THE MEANING OF  REGULATIONS  SECTION  1.704-2(b)(1)  SHALL BE
ALLOCATED IN ACCORDANCE WITH THE PARTNERS' RESPECTIVE PERCENTAGE INTERESTS, (ii)
ANY EXPENSE OF THE PARTNERSHIP THAT IS A "PARTNER NONRECOURSE  DEDUCTION" WITHIN
THE MEANING OF  REGULATIONS  SECTION  1.704-2(i)(2)  SHALL BE  ALLOCATED  TO THE
PARTNER THAT BEARS THE "ECONOMIC  RISK OF LOSS" OF SUCH  DEDUCTION IN ACCORDANCE
WITH  REGULATIONS  SECTION  1.704-2(i)(i),  (iii) IF THERE IS A NET  DECREASE IN
PARTNERSHIP MINIMUM GAIN WITHIN THE MEANING OF REGULATIONS SECTION 1.704-2(f)(1)
FOR ANY PARTNERSHIP  TAXABLE YEAR, THEN,  SUBJECT TO THE EXCEPTIONS SET FORTH IN
REGULATIONS  SECTION  1.704-2(f)(2),(3),  (4) AND (5),  ITEMS OF GAIN AND INCOME
SHALL BE ALLOCATED  AMONG THE PARTNERS IN ACCORDANCE  WITH  REGULATIONS  SECTION
1.704-2(f) AND THE ORDERING RULES CONTAINED IN REGULATIONS  SECTION  1.704-2(j),
AND (iv) IF THERE IS A NET  DECREASE IN PARTNER  NONRECOURSE  DEBT  MINIMUM GAIN
WITHIN THE MEANING OF  REGULATIONS  SECTION  1.704-2(i)(4)  FOR ANY  PARTNERSHIP
TAXABLE YEAR, THEN, SUBJECT TO THE EXCEPTIONS SET FORTH IN REGULATIONS SECTION

                                       11
<PAGE>

1.704(2)(g),  ITEMS OF GAIN AND INCOME SHALL BE ALLOCATED  AMONG THE PARTNERS IN
ACCORDANCE  WITH  REGULATIONS  SECTION  1.704-2(i)(4)  AND  THE  ORDERING  RULES
CONTAINED  IN  REGULATIONS   SECTION   1.704-2(j).   A  PARTNER'S  "INTEREST  IN
PARTNERSHIP  PROFITS" FOR PURPOSES OF DETERMINING  ITS SHARE OF THE  NONRECOURSE
LIABILITIES  OF THE  PARTNERSHIP  WITHIN  THE  MEANING  OF  REGULATIONS  SECTION
1.752-3(a)(3) SHALL BE SUCH PARTNER'S PERCENTAGE INTEREST.

                  (c)  QUALIFIED  INCOME  OFFSET.  IF A PARTNER  RECEIVES IN ANY
TAXABLE  YEAR  AN  ADJUSTMENT,   ALLOCATION,   OR   DISTRIBUTION   DESCRIBED  IN
SUBPARAGRAPHS (4), (5), OR (6) OF REGULATIONS SECTION  1.704-1(b)(2)(ii)(d) THAT
CAUSES OR INCREASES A DEFICIT  BALANCE IN SUCH  PARTNER'S  CAPITAL  ACCOUNT THAT
EXCEEDS THE SUM OF SUCH PARTNER'S SHARES OF PARTNERSHIP MINIMUM GAIN AND PARTNER
NONRECOURSE  DEBT MINIMUM GAIN, AS  DETERMINED  IN ACCORDANCE  WITH  REGULATIONS
SECTIONS  1.704-2(g) AND 1.704-2(i),  SUCH PARTNER SHALL BE ALLOCATED  SPECIALLY
FOR SUCH TAXABLE YEAR (AND, IF NECESSARY,  LATER TAXABLE  YEARS) ITEMS OF INCOME
AND GAIN IN AN AMOUNT AND MANNER  SUFFICIENT TO ELIMINATE  SUCH DEFICIT  CAPITAL
ACCOUNT  BALANCE AS QUICKLY AS  POSSIBLE  AS  PROVIDED  IN  REGULATIONS  SECTION
1.704-1(b)(2)(ii)(d). AFTER THE OCCURRENCE OF AN ALLOCATION OF INCOME OR GAIN TO
A PARTNER IN ACCORDANCE WITH THIS SECTION  5.01(c),  TO THE EXTENT  PERMITTED BY
REGULATIONS SECTION  1.704-1(b),  ITEMS OF EXPENSE OR LOSS SHALL BE ALLOCATED TO
SUCH  PARTNER IN AN AMOUNT  NECESSARY  TO OFFSET  THE INCOME OR GAIN  PREVIOUSLY
ALLOCATED TO SUCH PARTNER UNDER THIS SECTION 5.01(c).

                  (d) CAPITAL ACCOUNT DEFICITS. LOSS SHALL NOT BE ALLOCATED TO A
LIMITED PARTNER TO THE EXTENT THAT SUCH ALLOCATION WOULD CAUSE A DEFICIT IN SUCH
PARTNER'S  CAPITAL  ACCOUNT (AFTER  REDUCTION TO REFLECT THE ITEMS  DESCRIBED IN
REGULATIONS SECTION  1.704-1(b)(2)(ii)(d)(4),  (5) AND (6)) TO EXCEED THE SUM OF
SUCH PARTNER'S SHARES OF PARTNERSHIP  MINIMUM GAIN AND PARTNER  NONRECOURSE DEBT
MINIMUM GAIN.  ANY LOSS IN EXCESS OF THAT  LIMITATION  SHALL BE ALLOCATED TO THE
GENERAL  PARTNER.  AFTER THE  OCCURRENCE OF AN ALLOCATION OF LOSS TO THE GENERAL
PARTNER IN  ACCORDANCE  WITH THIS SECTION  5.01(d),  TO THE EXTENT  PERMITTED BY
REGULATIONS SECTION 1.704-1(b),  PROFIT SHALL BE ALLOCATED TO SUCH PARTNER IN AN
AMOUNT  NECESSARY TO OFFSET THE LOSS PREVIOUSLY  ALLOCATED TO EACH PARTNER UNDER
THIS SECTION 5.01(d).

                  (e)  ALLOCATIONS  BETWEEN  TRANSFEROR  AND  TRANSFEREE.  IF  A
PARTNER TRANSFERS ANY PART OR ALL OF ITS PARTNERSHIP INTEREST,  THE DISTRIBUTIVE
SHARES OF THE  VARIOUS  ITEMS OF PROFIT AND LOSS  ALLOCABLE  AMONG THE  PARTNERS
DURING  SUCH  FISCAL  YEAR OF THE  PARTNERSHIP  SHALL BE  ALLOCATED  BETWEEN THE
TRANSFEROR AND THE TRANSFEREE PARTNER EITHER (i) AS IF THE PARTNERSHIP'S  FISCAL
YEAR HAD ENDED ON THE DATE OF THE TRANSFER,  OR (ii) BASED ON THE NUMBER OF DAYS
OF SUCH  FISCAL  YEAR THAT EACH WAS A PARTNER  WITHOUT  REGARD TO THE RESULTS OF
PARTNERSHIP  ACTIVITIES IN THE RESPECTIVE  PORTIONS OF SUCH FISCAL YEAR IN WHICH
THE TRANSFEROR AND THE TRANSFEREE  WERE PARTNERS.  THE GENERAL  PARTNER,  IN ITS
SOLE AND  ABSOLUTE  DISCRETION,  SHALL  DETERMINE  WHICH METHOD SHALL BE USED TO
ALLOCATE THE DISTRIBUTIVE SHARES OF THE VARIOUS ITEMS OF PROFIT AND LOSS BETWEEN
THE TRANSFEROR AND THE TRANSFEREE PARTNER.

                  (f) DEFINITION OF PROFIT AND LOSS. "PROFIT" AND "LOSS" AND ANY
ITEMS OF INCOME,  GAIN,  EXPENSE, OR LOSS REFERRED TO IN THIS AGREEMENT SHALL BE
DETERMINED IN  ACCORDANCE  WITH FEDERAL  INCOME TAX  ACCOUNTING  PRINCIPLES,  AS
MODIFIED BY REGULATIONS SECTION  1.704-1(b)(2)(iv),  EXCEPT THAT PROFIT AND LOSS
SHALL NOT INCLUDE ITEMS OF INCOME, GAIN AND EXPENSE THAT ARE SPECIALLY ALLOCATED
PURSUANT TO SECTIONS 5.01(b),  5.01(c),  OR 5.01(d).  ALL ALLOCATIONS OF INCOME,
PROFIT,  GAIN,  LOSS, AND EXPENSE (AND ALL ITEMS CONTAINED  THEREIN) FOR FEDERAL
INCOME TAX  PURPOSES  SHALL BE IDENTICAL  TO ALL  ALLOCATIONS  OF SUCH ITEMS SET
FORTH IN THIS SECTION 5.01,  EXCEPT AS OTHERWISE  REQUIRED BY SECTION  704(c) OF
THE CODE AND REGULATIONS SECTION  1.704-1(b)(4).  THE GENERAL PARTNER SHALL HAVE
THE AUTHORITY TO ELECT THE METHOD TO BE USED BY THE  PARTNERSHIP  FOR ALLOCATING
ITEMS OF INCOME,  GAIN,  AND EXPENSE AS  REQUIRED BY SECTION  704(c) OF THE CODE
INCLUDING A METHOD THAT MAY RESULT IN A PARTNER  RECEIVING A  DISPROPORTIONATELY
LARGER SHARE OF THE PARTNERSHIP TAX DEPRECIATION  DEDUCTIONS,  AND SUCH ELECTION
SHALL BE BINDING ON ALL PARTNERS.

         5.02.    DISTRIBUTION OF CASH.

                  (a)THE  PARTNERSHIP  SHALL DISTRIBUTE CASH ON A QUARTERLY (OR,
AT THE  ELECTION OF THE GENERAL  PARTNER,  MORE  FREQUENT)  BASIS,  IN AN AMOUNT
DETERMINED BY THE GENERAL  PARTNER IN ITS SOLE AND ABSOLUTE  DISCRETION,  TO THE


                                       12
<PAGE>


PARTNERS  WHO ARE PARTNERS ON THE  PARTNERSHIP  RECORD DATE WITH RESPECT TO SUCH
QUARTER  (OR OTHER  DISTRIBUTION  PERIOD) IN  ACCORDANCE  WITH THEIR  RESPECTIVE
PERCENTAGE INTERESTS ON THE PARTNERSHIP RECORD DATE; PROVIDED,  HOWEVER, THAT IF
A NEW OR  EXISTING  PARTNER  ACQUIRES  AN  ADDITIONAL  PARTNERSHIP  INTEREST  IN
EXCHANGE FOR A CAPITAL  CONTRIBUTION ON ANY DATE OTHER THAN A PARTNERSHIP RECORD
DATE, THE CASH DISTRIBUTION ATTRIBUTABLE TO SUCH ADDITIONAL PARTNERSHIP INTEREST
RELATING TO THE  PARTNERSHIP  RECORD DATE NEXT  FOLLOWING  THE  ISSUANCE OF SUCH
ADDITIONAL  PARTNERSHIP  INTEREST  SHALL BE REDUCED IN THE PROPORTION TO (i) THE
NUMBER OF DAYS THAT SUCH ADDITIONAL PARTNERSHIP INTEREST IS HELD BY SUCH PARTNER
BEARS TO (ii) THE NUMBER OF DAYS  BETWEEN SUCH  PARTNERSHIP  RECORD DATE AND THE
IMMEDIATELY PRECEDING PARTNERSHIP RECORD DATE.

                  (b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
GENERAL  PARTNER IS  AUTHORIZED  TO TAKE ANY  ACTION  THAT IT  DETERMINES  TO BE
NECESSARY OR APPROPRIATE TO CAUSE THE PARTNERSHIP TO COMPLY WITH ANY WITHHOLDING
REQUIREMENTS ESTABLISHED UNDER THE CODE OR ANY OTHER FEDERAL, STATE OR LOCAL LAW
INCLUDING, WITHOUT LIMITATION, PURSUANT TO SECTIONS 1441, 1442, 1445 AND 1446 OF
THE CODE.  TO THE EXTENT THAT THE  PARTNERSHIP  IS REQUIRED TO WITHHOLD  AND PAY
OVER TO ANY  TAXING  AUTHORITY  ANY  AMOUNT  RESULTING  FROM THE  ALLOCATION  OR
DISTRIBUTION  OF INCOME  TO THE  PARTNER  OR  ASSIGNEE  (INCLUDING  BY REASON OF
SECTION 1446 OF THE CODE),  EITHER (i) IF THE ACTUAL AMOUNT TO BE DISTRIBUTED TO
THE  PARTNER  EQUALS OR  EXCEEDS  THE  AMOUNT  REQUIRED  TO BE  WITHHELD  BY THE
PARTNERSHIP,  THE AMOUNT  WITHHELD SHALL BE TREATED AS A DISTRIBUTION OF CASH IN
THE AMOUNT OF SUCH WITHHOLDING TO SUCH PARTNER,  OR (ii) IF THE ACTUAL AMOUNT TO
BE DISTRIBUTED TO THE PARTNER IS LESS THAN THE AMOUNT REQUIRED TO BE WITHHELD BY
THE  PARTNERSHIP,  THE AMOUNT REQUIRED TO BE WITHHELD SHALL BE TREATED AS A LOAN
(A  "PARTNERSHIP  LOAN")  FROM THE  PARTNERSHIP  TO THE  PARTNER  ON THE DAY THE
PARTNERSHIP  PAYS OVER SUCH AMOUNT TO A TAXING  AUTHORITY.  A  PARTNERSHIP  LOAN
SHALL  BE  REPAID  THROUGH  WITHHOLDING  BY  THE  PARTNERSHIP  WITH  RESPECT  TO
SUBSEQUENT  DISTRIBUTIONS  TO THE APPLICABLE  PARTNER OR ASSIGNEE.  IN THE EVENT
THAT A LIMITED PARTNER (A "DEFAULTING  LIMITED PARTNER") FAILS TO PAY ANY AMOUNT
OWED TO THE  PARTNERSHIP  WITH  RESPECT TO THE  PARTNERSHIP  LOAN WITHIN 15 DAYS
AFTER  DEMAND FOR  PAYMENT  THEREOF IS MADE BY THE  PARTNERSHIP  ON THE  LIMITED
PARTNER, THE GENERAL PARTNER, IN ITS SOLE AND ABSOLUTE DISCRETION,  MAY ELECT TO
MAKE THE  PAYMENT  TO THE  PARTNERSHIP  ON  BEHALF  OF SUCH  DEFAULTING  LIMITED
PARTNER.  IN SUCH EVENT,  ON THE DATE OF PAYMENT,  THE GENERAL  PARTNER SHALL BE
DEEMED TO HAVE  EXTENDED A LOAN (A  "GENERAL  PARTNER  LOAN") TO THE  DEFAULTING
LIMITED  PARTNER IN THE AMOUNT OF THE PAYMENT  MADE BY THE  GENERAL  PARTNER AND
SHALL  SUCCEED  TO ALL  RIGHTS  AND  REMEDIES  OF THE  PARTNERSHIP  AGAINST  THE
DEFAULTING LIMITED PARTNER AS TO THAT AMOUNT.  WITHOUT  LIMITATION,  THE GENERAL
PARTNER SHALL HAVE THE RIGHT TO RECEIVE ANY  DISTRIBUTIONS  THAT OTHERWISE WOULD
BE MADE BY THE PARTNERSHIP TO THE DEFAULTING  LIMITED PARTNER UNTIL SUCH TIME AS
THE GENERAL  PARTNER LOAN HAS BEEN PAID IN FULL, AND ANY SUCH  DISTRIBUTIONS  SO
RECEIVED BY THE GENERAL  PARTNER SHALL BE TREATED AS HAVING BEEN RECEIVED BY THE
DEFAULTING  LIMITED PARTNER AND  IMMEDIATELY  PAID TO THE GENERAL  PARTNER.


                  Any amounts treated as a Partnership Loan or a General Partner
Loan  pursuant to this Section  5.02(b) shall bear interest at the lesser of (i)
the base rate on corporate loans at large United States money center  commercial
banks,  as published from time to time in THE WALL STREET  JOURNAL,  or (ii) the
maximum lawful rate of interest on such obligation, such interest to accrue from
the date the  Partnership or the General  Partner,  as applicable,  is deemed to
extend the loan until such loan is repaid in full.

                  (c) IN NO EVENT MAY A PARTNER  RECEIVE A DISTRIBUTION  OF CASH
WITH RESPECT TO A PARTNERSHIP UNIT IF SUCH PARTNER IS ENTITLED TO RECEIVE A CASH
DIVIDEND  AS THE  HOLDER OF RECORD OF A REIT SHARE FOR WHICH ALL OR PART OF SUCH
PARTNERSHIP UNIT HAS BEEN OR WILL BE EXCHANGED.

        5.03.     REIT DISTRIBUTION REQUIREMENTS.
                  The General Partner shall use its reasonable  efforts to cause
the  Partnership to distribute  amounts  sufficient to enable the Company to pay
shareholder  dividends that will allow the Company to (i) meet its  distribution
requirement for  qualification as a REIT as set forth in Section 857 of the Code
and (ii) avoid any federal income or excise tax liability imposed by the Code.

         5.04.    DISTRIBUTIONS IN KIND.
                  (a)SUBJECT  TO  SUBSECTION  (b)  HEREOF,  NO PARTNER  SHALL BE
ENTITLED TO DEMAND PROPERTY OTHER THAN CASH IN CONNECTION WITH ANY DISTRIBUTIONS
BY THE PARTNERSHIP.

                  (b)IF THE COMPANY DECIDES TO SECURITIZE  MORTGAGE LOANS AND/OR
LEASES  OF  REAL  ESTATE  THROUGH  THE  ISSUANCE  OF   COLLATERALIZED   MORTGAGE
OBLIGATIONS,  EACH OF THE GENERAL  PARTNER AND THE ORIGINAL  LIMITED PARTNER HAS
THE

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<PAGE>

RIGHT TO  REDEEM A PORTION  OF ITS  PARTNERSHIP  INTEREST  IN  EXCHANGE  FOR THE
MORTGAGE  LOANS AND/OR  LEASES TO BE  SECURITIZED.  THE PORTION OF A PARTNERSHIP
INTEREST  REDEEMED PURSUANT TO THIS SECTION WILL BE DETERMINED BASED ON THE FAIR
MARKET VALUE OF THE  MORTGAGE  LOANS AND/OR  LEASES  DISTRIBUTED  TO THE GENERAL
PARTNER OR ORIGINAL LIMITED  PARTNER.  SUCH FAIR MARKET VALUE WILL BE DETERMINED
BY THE  GENERAL  PARTNER,  BUT WILL BE SUBJECT TO THE REVIEW OF THE  INDEPENDENT
DIRECTORS.

         5.05.    LIMITATIONS ON RETURN OF CAPITAL CONTRIBUTIONS.
                  Notwithstanding  any of the  provisions  of this Article V, no
Partner  shall have the right to receive and the General  Partner shall not have
the right to make,  a  distribution  that  includes a return of all or part of a
Partner's Capital  Contributions,  unless after giving effect to the return of a
Capital  Contribution,  the sum of all Partnership  liabilities,  other than the
liabilities  to a Partner for the return of his Capital  Contribution,  does not
exceed the fair market value of the Partnership's assets.

         5.06.    DISTRIBUTIONS UPON LIQUIDATION.
                  Upon  liquidation  of the  Partnership,  after  payment of, or
adequate provision for, debts and obligations of the Partnership,  including any
Partner loans, any remaining  assets of the Partnership  shall be distributed to
all Partners with positive  Capital Accounts in accordance with their respective
positive Capital Account balances.  For purposes of the preceding sentence,  the
Capital Account of each Partner shall be determined  after all adjustments  made
in accordance with Sections 5.01 and 5.02 resulting from Partnership  operations
and from all  sales  and  dispositions  of all or any part of the  Partnership's
assets.  To the extent  deemed  advisable  by the General  Partner,  appropriate
arrangements  (including  the use of a liquidating  trust) may be made to assure
that adequate funds are available to pay any contingent debts or obligations.

         5.07.    SUBSTANTIAL ECONOMIC EFFECT.
                  It is the  intent  of the  Partners  that the  allocations  of
Profit and Loss under the  Agreement  have  substantial  economic  effect (or be
consistent  with the Partners'  interests in the  Partnership in the case of the
allocation of losses  attributable  to  nonrecourse  debt) within the meaning of
Section  704(b)  of the  Code  as  interpreted  by the  Regulations  promulgated
pursuant  thereto.  Article V and other  relevant  provisions of this  Agreement
shall be interpreted in a manner consistent with such intent.

                                   ARTICLE VI
                            RIGHTS, OBLIGATIONS AND
                         POWERS OF THE GENERAL PARTNER

         6.01.    MANAGEMENT OF THE PARTNERSHIP.

                  (a)EXCEPT AS OTHERWISE  EXPRESSLY  PROVIDED IN THIS AGREEMENT,
THE GENERAL PARTNER SHALL HAVE FULL, COMPLETE AND EXCLUSIVE DISCRETION TO MANAGE
AND CONTROL THE BUSINESS OF THE PARTNERSHIP FOR THE PURPOSES HEREIN STATED,  AND
SHALL MAKE ALL DECISIONS  AFFECTING THE BUSINESS AND ASSETS OF THE  PARTNERSHIP.
SUBJECT TO THE RESTRICTIONS SPECIFICALLY CONTAINED IN THIS AGREEMENT, THE POWERS
OF THE GENERAL PARTNER SHALL INCLUDE, WITHOUT LIMITATION,  THE AUTHORITY TO TAKE
THE FOLLOWING ACTIONS ON BEHALF OF THE PARTNERSHIP:
                           (i)    to acquire,  purchase, own, operate, lease and
                  dispose of any real property and any other  property or assets
                  including,  but not limited to notes and  mortgages,  that the
                  General Partner  determines are necessary or appropriate or in
                  the best interests of the business of the Partnership;

                           (ii)   to   construct   buildings   and  make   other
                  improvements  on  the  properties   owned  or  leased  by  the
                  Partnership;

                           (iii)  to authorize, issue, sell, redeem or otherwise
                  purchase  any   Partnership   Interests   or  any   securities
                  (including  secured  and  unsecured  debt  obligations  of the
                  Partnership, debt

                                       14
<PAGE>

                  obligations of the Partnership  convertible  into any class or
                  series of Partnership Interests, or options,  rights, warrants
                  or appreciation rights relating to any Partnership  Interests)
                  of the Partnership;

                           (iv)   to borrow or lend  money for the  Partnership,
                  issue or  receive  evidences  of  indebtedness  in  connection
                  therewith, refinance, increase the amount of, modify, amend or
                  change  the terms of, or extend the time for the  payment  of,
                  any  such  indebtedness,   and  secure  such  indebtedness  by
                  mortgage,   deed  of  trust,  pledge  or  other  lien  on  the
                  Partnership's assets;

                           (v)    to pay, either  directly or by  reimbursement,
                  for all operating costs and general administrative expenses of
                  the  Partnership to third parties or to the General Partner or
                  its Affiliates as set forth in this Agreement,

                           (vi)   to   guarantee   or   become  a   comaker   of
                  indebtedness  of  the  Company  or  any  Subsidiary   thereof,
                  refinance, increase the amount of, modify, amend or change the
                  terms of,  or extend  the time for the  payment  of,  any such
                  guarantee  or  indebtedness,  and  secure  such  guarantee  or
                  indebtedness by mortgage,  deed of trust, pledge or other lien
                  on the Partnership's assets;

                           (vii)  to use assets of the  Partnership  (including,
                  without  limitation,  cash on hand) for any purpose consistent
                  with this Agreement,  including, without limitation,  payment,
                  either  directly or by  reimbursement,  of all operating costs
                  and  general  administrative  expenses  of  the  Company,  the
                  General Partner,  the Partnership or any Subsidiary of either,
                  to third  parties  or to the  General  Partner as set forth in
                  this Agreement;

                           (viii) to  lease  all  or any  portion  of any of the
                  Partnership's assets,  whether or not the terms of such leases
                  extend  beyond the  termination  date of the  Partnership  and
                  whether  or not any  portion  of the  Partnership's  assets so
                  leased  are  to be  occupied  by  the  lessee,  or,  in  turn,
                  subleased   in   whole  or  in  part  to   others,   for  such
                  consideration  and on such terms as the  General  Partner  may
                  determine;

                           (ix)   to prosecute, defend, arbitrate, or compromise
                  any and all claims or  liabilities  in favor of or against the
                  Partnership,  on such terms and in such  manner as the General
                  Partner may reasonably determine,  and similarly to prosecute,
                  settle or defend litigation with respect to the Partners,  the
                  Partnership,  or the Partnership's assets; provided,  HOWEVER,
                  that the General  Partner may not,  without the consent of all
                  of the Partners,  confess a judgment  against the  Partnership
                  that is in excess of $20,000 or is not covered by insurance;

                           (x)    to   file   applications,   communicate,   and
                  otherwise deal with any and all  governmental  agencies having
                  jurisdiction over, or in any way affecting,  the Partnership's
                  assets or any other aspect of the Partnership business;

                           (xi)   to make or revoke any  election  permitted  or
                  required of the Partnership by any taxing authority;

                           (xii)  to maintain such insurance coverage for public
                  liability,  fire and casualty, and any and all other insurance
                  for the protection of the Partnership, for the conservation of
                  Partnership  assets,  or for any other  purpose  convenient or
                  beneficial to the Partnership, in such amounts and such types,
                  as it shall determine from time to time;

                           (xiii) to  determine  whether  or  not to  apply  any
                  insurance proceeds for any property to the restoration of such
                  property or to distribute the same;

                           (xiv)  to  establish  one or  more  divisions  of the
                  Partnership,  to hire and dismiss employees of the Partnership
                  or any  division  of the  Partnership,  and  to  retain  legal
                  counsel,

                                       15
<PAGE>

                  accountants,  consultants, real estate brokers, and such other
                  persons,   as  the  General  Partner  may  deem  necessary  or
                  appropriate in connection with the Partnership business and to
                  pay  therefor  such  reasonable  remuneration  as the  General
                  Partner may deem reasonable and proper;

                           (xv)   to retain other services of any kind or nature
                  in  connection  with  the  Partnership  business,  and  to pay
                  therefor  such  remuneration  as the General  Partner may deem
                  reasonable and proper;

                           (xvi)  to negotiate and conclude agreements on behalf
                  of the Partnership  with respect to any of the rights,  powers
                  and authority conferred upon the General Partner;

                           (xvii) to maintain accurate accounting records and to
                  file promptly all federal,  state and local income tax returns
                  on behalf of the Partnership;

                           (xviii)to  distribute   Partnership   cash  or  other
                  Partnership assets in accordance with this Agreement;

                           (xix)  to  form  or  acquire  an  interest   in,  and
                  contribute   property  to,  any  further  limited  or  general
                  partnerships,  joint ventures or other  relationships  that it
                  deems   desirable   (including,    without   limitation,   the
                  acquisition of interests in, and the contributions of property
                  to, its  Subsidiaries  and any other Person in which it has an
                  equity interest from time to time);

                           (xx)   to establish  Partnership reserves for working
                  capital, capital expenditures,  contingent liabilities, or any
                  other valid Partnership purpose; and

                           (xxi)  to   merge,   consolidate   or   combine   the
                  Partnership  with  or  into  another  person  (to  the  extent
                  permitted by applicable law);

                           (xxii) to do any and all acts and things necessary or
                  prudent to ensure that the Partnership  will not be classified
                  as a "publicly  traded  partnership"  for  purposes of Section
                  7704 of the Code; and

                           (xxiii)to   take   such   other   action,    execute,
                  acknowledge,  swear to or  deliver  such other  documents  and
                  instruments,  and  perform  any and all  other  acts  that the
                  General   Partner  deems  necessary  or  appropriate  for  the
                  formation,  continuation  and  conduct  of  the  business  and
                  affairs of the Partnership (including, without limitation, all
                  actions  consistent  with allowing the Company at all times to
                  qualify as a REIT  unless the Company  voluntarily  terminates
                  its REIT  status)  and to possess  and enjoy all of the rights
                  and powers of a general partner as provided by the Act.

                  (b)EXCEPT  AS  OTHERWISE  PROVIDED  HEREIN,  TO THE EXTENT THE
DUTIES OF THE GENERAL PARTNER REQUIRE  EXPENDITURES OF FUNDS TO BE PAID TO THIRD
PARTIES, THE GENERAL PARTNER SHALL NOT HAVE ANY OBLIGATIONS  HEREUNDER EXCEPT TO
THE  EXTENT  THAT  PARTNERSHIP  FUNDS  ARE  REASONABLY  AVAILABLE  TO IT FOR THE
PERFORMANCE  OF SUCH DUTIES,  AND NOTHING  HEREIN  CONTAINED  SHALL BE DEEMED TO
AUTHORIZE OR REQUIRE THE GENERAL PARTNER, IN ITS CAPACITY AS SUCH, TO EXPEND ITS
INDIVIDUAL  FUNDS FOR PAYMENT TO THIRD  PARTIES OR TO UNDERTAKE  ANY  INDIVIDUAL
LIABILITY OR OBLIGATION ON BEHALF OF THE PARTNERSHIP.

         6.02.    DELEGATION OF AUTHORITY.
                  The  General  Partner may  delegate  any or all of its powers,
rights and obligations hereunder, and may appoint, employ, contract or otherwise
deal with any Person for the  transaction  of the  business of the  Partnership,
which Person may, under supervision of the General Partner,  perform any acts or
services for the Partnership as the General Partner may approve.

                                       16
<PAGE>

         6.03.    INDEMNIFICATION AND EXCULPATION OF INDEMNITEES.
                  (a)THE  PARTNERSHIP  SHALL  INDEMNIFY AN  INDEMNITEE  FROM AND
AGAINST  ANY AND ALL LOSSES,  CLAIMS,  DAMAGES,  LIABILITIES,  JOINT OR SEVERAL,
EXPENSES  (INCLUDING  REASONABLE  LEGAL FEES AND  EXPENSES),  JUDGMENTS,  FINES,
SETTLEMENTS,  AND  OTHER  AMOUNTS  ARISING  FROM  ANY AND ALL  CLAIMS,  DEMANDS,
ACTIONS, SUITS OR PROCEEDINGS, CIVIL, CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE,
THAT RELATE TO THE OPERATIONS OF THE  PARTNERSHIP AS SET FORTH IN THIS AGREEMENT
IN WHICH ANY INDEMNITEE MAY BE INVOLVED,  OR IS THREATENED TO BE INVOLVED,  AS A
PARTY OR OTHERWISE,  UNLESS IT IS  ESTABLISHED  THAT: (i) THE ACT OR OMISSION OF
THE  INDEMNITEE  WAS MATERIAL TO THE MATTER  GIVING RISE TO THE  PROCEEDING  AND
EITHER WAS  COMMITTED  IN BAD FAITH OR WAS THE  RESULT OF ACTIVE AND  DELIBERATE
DISHONESTY;  (ii) THE INDEMNITEE  ACTUALLY RECEIVED AN IMPROPER PERSONAL BENEFIT
IN MONEY, PROPERTY OR SERVICES; OR (iii) IN THE CASE OF ANY CRIMINAL PROCEEDING,
THE  INDEMNITEE  HAD  REASONABLE  CAUSE TO BELIEVE  THAT THE ACT OR OMISSION WAS
UNLAWFUL.  THE  TERMINATION OF ANY  PROCEEDING BY JUDGMENT,  ORDER OR SETTLEMENT
DOES NOT CREATE A  PRESUMPTION  THAT THE  INDEMNITEE  DID NOT MEET THE REQUISITE
STANDARD OF CONDUCT SET FORTH IN THIS SECTION  6.03(a).  THE  TERMINATION OF ANY
PROCEEDING BY CONVICTION OR UPON A PLEA OF NOLO CONTENDERE OR ITS EQUIVALENT, OR
AN ENTRY OF AN ORDER OF  PROBATION  PRIOR  TO  JUDGMENT,  CREATES  A  REBUTTABLE
PRESUMPTION  THAT THE INDEMNITEE ACTED IN A MANNER CONTRARY TO THAT SPECIFIED IN
THIS SECTION 6.03(a). ANY INDEMNIFICATION PURSUANT TO THIS SECTION 6.03 SHALL BE
MADE  ONLY  OUT OF THE  ASSETS  OF THE  PARTNERSHIP.  

                  (b)THE   PARTNERSHIP   SHALL   REIMBURSE  AN  INDEMNITEE   FOR
REASONABLE  EXPENSES INCURRED BY AN INDEMNITEE WHO IS A PARTY TO A PROCEEDING IN
ADVANCE  OF  THE  FINAL  DISPOSITION  OF  THE  PROCEEDING  UPON  RECEIPT  BY THE
PARTNERSHIP OF (i) A WRITTEN  AFFIRMATION BY THE INDEMNITEE OF THE  INDEMNITEE'S
GOOD FAITH BELIEF THAT THE STANDARD OF CONDUCT NECESSARY FOR  INDEMNIFICATION BY
THE  PARTNERSHIP  AS  AUTHORIZED  IN THIS  SECTION 6.03 HAS BEEN MET, AND (ii) A
WRITTEN  UNDERTAKING BY OR ON BEHALF OF THE INDEMNITEE TO REPAY THE AMOUNT IF IT
SHALL  ULTIMATELY BE  DETERMINED  THAT THE STANDARD OF CONDUCT HAS NOT BEEN MET.

                  (c)THE INDEMNIFICATION  PROVIDED BY THIS SECTION 6.03 SHALL BE
IN ADDITION TO ANY OTHER RIGHTS TO WHICH AN  INDEMNITEE  OR ANY OTHER PERSON MAY
BE ENTITLED  UNDER ANY  AGREEMENT,  PURSUANT TO ANY VOTE OF THE  PARTNERS,  AS A
MATTER OF LAW OR  OTHERWISE,  AND SHALL  CONTINUE  AS TO AN  INDEMNITEE  WHO HAS
CEASED TO SERVE IN SUCH CAPACITY.  

                  (d)THE  PARTNERSHIP  MAY PURCHASE AND MAINTAIN  INSURANCE,  ON
BEHALF OF THE  INDEMNITEES  AND SUCH OTHER PERSONS AS THE GENERAL  PARTNER SHALL
DETERMINE,  AGAINST ANY LIABILITY THAT MAY BE ASSERTED  AGAINST OR EXPENSES THAT
MAY BE INCURRED BY SUCH PERSON IN CONNECTION WITH THE PARTNERSHIP'S  ACTIVITIES,
REGARDLESS  OF WHETHER THE  PARTNERSHIP  WOULD HAVE THE POWER TO INDEMNIFY  SUCH
PERSON AGAINST SUCH LIABILITY  UNDER THE  PROVISIONS OF THIS  AGREEMENT.  

                  (e)FOR PURPOSES OF THIS SECTION 6.03, THE PARTNERSHIP SHALL BE
DEEMED TO HAVE  REQUESTED  AN  INDEMNITEE  TO SERVE AS  FIDUCIARY OF AN EMPLOYEE
BENEFIT PLAN  WHENEVER THE  PERFORMANCE  BY IT OF ITS DUTIES TO THE  PARTNERSHIP
ALSO  IMPOSES  DUTIES ON, OR OTHERWISE  INVOLVES  SERVICES BY, IT TO THE PLAN OR
PARTICIPANTS  OR  BENEFICIARIES  OF  THE  PLAN;  EXCISE  TAXES  ASSESSED  ON  AN
INDEMNITEE  WITH RESPECT TO AN EMPLOYEE  BENEFIT PLAN PURSUANT TO APPLICABLE LAW
SHALL  CONSTITUTE  FINES  WITHIN THE MEANING OF THIS SECTION  6.03;  AND ACTIONS
TAKEN OR OMITTED BY THE INDEMNITEE  WITH RESPECT TO AN EMPLOYEE  BENEFIT PLAN IN
THE PERFORMANCE OF ITS DUTIES FOR A PURPOSE  REASONABLY  BELIEVED BY IT TO BE IN
THE INTEREST OF THE PARTICIPANTS  AND  BENEFICIARIES OF THE PLAN SHALL BE DEEMED
TO BE  FOR A  PURPOSE  WHICH  IS  NOT  OPPOSED  TO  THE  BEST  INTERESTS  OF THE
PARTNERSHIP.  

                  (f)IN NO EVENT MAY AN INDEMNITEE  SUBJECT THE LIMITED PARTNERS
TO PERSONAL LIABILITY BY REASON OF THE  INDEMNIFICATION  PROVISIONS SET FORTH IN
THIS AGREEMENT. 

                  (g)AN INDEMNITEE SHALL NOT BE DENIED  INDEMNIFICATION IN WHOLE
OR IN PART UNDER THIS SECTION 6.03 BECAUSE THE INDEMNITEE HAD AN INTEREST IN THE
TRANSACTION WITH RESPECT TO WHICH THE INDEMNIFICATION APPLIES IF THE TRANSACTION
WAS OTHERWISE  PERMITTED BY THE TERMS OF THIS  AGREEMENT.  

                  (h)THE  PROVISIONS OF THIS SECTION 6.03 ARE FOR THE BENEFIT OF
THE INDEMNITEES,  THEIR HEIRS, SUCCESSORS,  ASSIGNS AND ADMINISTRATORS AND SHALL
NOT BE DEEMED TO CREATE ANY RIGHTS FOR THE BENEFIT OF ANY OTHER PERSONS.

         6.04.    LIABILITY OF THE GENERAL PARTNER.
                  (a)NOTWITHSTANDING  ANYTHING TO THE CONTRARY SET FORTH IN THIS
AGREEMENT,  THE GENERAL PARTNER SHALL NOT BE LIABLE FOR MONETARY  DAMAGES TO THE
PARTNERSHIP OR ANY PARTNERS FOR LOSSES  SUSTAINED OR  LIABILITIES  INCURRED AS A
RESULT OF ERRORS IN JUDGMENT  OR OF ANY ACT OR  OMISSION IF THE GENERAL  PARTNER
ACTED IN GOOD FAITH. THE GENERAL PARTNER SHALL NOT BE IN BREACH OF ANY DUTY THAT
THE GENERAL  PARTNER MAY OWE TO THE LIMITED  PARTNERS OR THE  PARTNERSHIP OR ANY
OTHER  PERSONS  UNDER THIS  AGREEMENT OR OF ANY DUTY STATED OR IMPLIED BY LAW OR
EQUITY PROVIDED THE GENERAL PARTNER,  ACTING IN GOOD FAITH,  ABIDES BY THE TERMS
OF THIS  AGREEMENT.  

                                       17
<PAGE>

                  (b)THE LIMITED PARTNERS EXPRESSLY ACKNOWLEDGE THAT THE GENERAL
PARTNER IS ACTING ON BEHALF OF THE  PARTNERSHIP,  THE COMPANY AND THE  COMPANY'S
SHAREHOLDERS  COLLECTIVELY,  THAT THE GENERAL  PARTNER IS UNDER NO OBLIGATION TO
CONSIDER THE  SEPARATE  INTERESTS OF THE LIMITED  PARTNERS  (INCLUDING,  WITHOUT
LIMITATION,  THE TAX CONSEQUENCES TO LIMITED PARTNERS OR THE TAX CONSEQUENCES OF
SAME,  BUT NOT ALL, OF THE LIMITED  PARTNERS)  IN DECIDING  WHETHER TO CAUSE THE
PARTNERSHIP TO TAKE (OR DECLINE TO TAKE) ANY ACTIONS. IN THE EVENT OF A CONFLICT
BETWEEN THE  INTERESTS  OF THE  SHAREHOLDERS  OF THE COMPANY ON ONE HAND AND THE
LIMITED  PARTNERS ON THE OTHER, THE GENERAL PARTNER SHALL ENDEAVOR IN GOOD FAITH
TO RESOLVE THE  CONFLICT IN A MANNER NOT ADVERSE TO EITHER THE  SHAREHOLDERS  OF
THE COMPANY OR THE LIMITED PARTNERS;  PROVIDED, HOWEVER, THAT FOR SO LONG AS THE
COMPANY,  DIRECTLY OR THE GENERAL  PARTNER  OWNS A  CONTROLLING  INTEREST IN THE
PARTNERSHIP,  ANY  SUCH  CONFLICT  THAT  THE  GENERAL  PARTNER,  IN ITS SOLE AND
ABSOLUTE  DISCRETION,  DETERMINES  CANNOT BE RESOLVED IN A MANNER NOT ADVERSE TO
EITHER THE SHAREHOLDERS OF THE COMPANY OR THE LIMITED PARTNERS SHALL BE RESOLVED
IN FAVOR OF THE  SHAREHOLDERS.  THE  GENERAL  PARTNER  SHALL NOT BE  LIABLE  FOR
MONETARY DAMAGES FOR LOSSES  SUSTAINED,  LIABILITIES  INCURRED,  OR BENEFITS NOT
DERIVED BY LIMITED PARTNERS IN CONNECTION WITH SUCH DECISIONS, PROVIDED THAT THE
GENERAL  PARTNER  HAS ACTED IN GOOD FAITH.  

                  (c)SUBJECT TO ITS  OBLIGATIONS  AND DUTIES AS GENERAL  PARTNER
SET FORTH IN SECTION  6.01 HEREOF,  THE GENERAL  PARTNER MAY EXERCISE ANY OF THE
POWERS  GRANTED TO IT UNDER THIS AGREEMENT AND PERFORM ANY OF THE DUTIES IMPOSED
UPON IT  HEREUNDER  EITHER  DIRECTLY OR BY OR THROUGH  ITS  AGENTS.  THE GENERAL
PARTNER SHALL NOT BE RESPONSIBLE FOR ANY MISCONDUCT OR NEGLIGENCE ON THE PART OF
ANY SUCH  AGENT  APPOINTED  BY IT IN GOOD  FAITH.  

                  (d)NOTWITHSTANDING  ANY OTHER  PROVISIONS OF THIS AGREEMENT OR
THE ACT, ANY ACTION OF THE GENERAL  PARTNER ON BEHALF OF THE  PARTNERSHIP OR ANY
DECISION  OF THE  GENERAL  PARTNER  TO  REFRAIN  FROM  ACTING  ON  BEHALF OF THE
PARTNERSHIP, UNDERTAKEN IN THE GOOD FAITH BELIEF THAT SUCH ACTION OR OMISSION IS
NECESSARY  OR  ADVISABLE  IN ORDER (i) TO PROTECT  THE ABILITY OF THE COMPANY TO
CONTINUE TO QUALIFY AS A REIT OR (ii) TO PREVENT THE COMPANY FROM  INCURRING ANY
TAXES UNDER SECTION 857,  SECTION  4981, OR ANY OTHER  PROVISION OF THE CODE, IS
EXPRESSLY  AUTHORIZED  UNDER THIS AGREEMENT AND IS DEEMED APPROVED BY ALL OF THE
LIMITED PARTNERS. 

                  (e)ANY AMENDMENT,  MODIFICATION OR REPEAL OF THIS SECTION 6.04
OR ANY  PROVISION  HEREOF  SHALL BE  PROSPECTIVE  ONLY AND  SHALL NOT IN ANY WAY
AFFECT THE LIMITATIONS ON THE GENERAL PARTNER'S LIABILITY TO THE PARTNERSHIP AND
THE LIMITED PARTNERS UNDER THIS SECTION 6.04 AS IN EFFECT  IMMEDIATELY  PRIOR TO
SUCH  AMENDMENT,  MODIFICATION OR REPEAL WITH RESPECT TO MATTERS  OCCURRING,  IN
WHOLE OR IN PART, PRIOR TO SUCH AMENDMENT, MODIFICATION OR REPEAL, REGARDLESS OF
WHEN CLAIMS RELATING TO SUCH MATTERS MAY ARISE OR BE ASSERTED.

         6.05.    REIMBURSEMENT OF GENERAL PARTNER.
                  (a)EXCEPT AS PROVIDED IN THIS  SECTION  6.05 AND  ELSEWHERE IN
THIS  AGREEMENT  (INCLUDING  THE  PROVISIONS  OF  ARTICLES  5  AND  6  REGARDING
DISTRIBUTIONS,  PAYMENTS,  AND  ALLOCATIONS  TO WHICH IT MAY BE  ENTITLED),  THE
GENERAL  PARTNER SHALL NOT BE COMPENSATED FOR ITS SERVICES AS GENERAL PARTNER OF
THE PARTNERSHIP.  

                  (b)THE GENERAL PARTNER SHALL BE REIMBURSED ON A MONTHLY BASIS,
OR SUCH  OTHER  BASIS  AS THE  GENERAL  PARTNER  MAY  DETERMINE  IN ITS SOLE AND
ABSOLUTE DISCRETION, FOR ALL REIT EXPENSES AND ADMINISTRATIVE EXPENSES.

         6.06.    OUTSIDE ACTIVITIES.
                  The  Partners  and any  officer,  director,  employee,  agent,
trustee, Affiliate,  Subsidiary, or shareholder of any Partner shall be entitled
to and may have business interests and engage in business activities in addition
to  those  relating  to  the  Partnership,   including  business  interests  and
activities  substantially  similar  or  identical  to those of the  Partnership.
Neither the Partnership nor any of the Limited Partners shall have any rights by
virtue of this Agreement in any such business ventures,  interest or activities.
None of the  Limited  Partners  nor any other  Person  shall  have any rights by
virtue of this Agreement or the partnership  relationship  established hereby in
any such business  ventures,  interests or activities,  and the General  Partner
shall have no obligation pursuant to this Agreement to offer any interest in any
such business  ventures,  interests and  activities  to the  Partnership  or any
Limited Partner,  even if such opportunity is of a character which, if presented
to the Partnership or any Limited Partner, could be taken by such Person.

         6.07.    EMPLOYMENT OR RETENTION OF AFFILIATES.
                  (a)ANY  AFFILIATE  OF THE  GENERAL  PARTNER MAY BE EMPLOYED OR
RETAINED BY THE PARTNERSHIP AND MAY OTHERWISE DEAL WITH THE PARTNERSHIP (WHETHER
AS A BUYER, LESSOR,  LESSEE,  MANAGER,  FURNISHER OF GOODS OR SERVICES,  BROKER,

                                       18
<PAGE>

AGENT,   LENDER  OR  OTHERWISE)  AND  MAY  RECEIVE  FROM  THE   PARTNERSHIP  ANY
COMPENSATION,  PRICE,  OR OTHER  PAYMENT  THEREFOR  WHICH  THE  GENERAL  PARTNER
DETERMINES TO BE FAIR AND REASONABLE.

                  (b)THE  PARTNERSHIP MAY LEND OR CONTRIBUTE TO ITS SUBSIDIARIES
OR OTHER  PERSONS IN WHICH IT HAS AN EQUITY  INVESTMENT,  AND SUCH  PERSONS  MAY
BORROW FUNDS FROM THE  PARTNERSHIP,  ON TERMS AND CONDITIONS  ESTABLISHED IN THE
SOLE AND ABSOLUTE  DISCRETION OF THE GENERAL  PARTNER.  THE FOREGOING  AUTHORITY
SHALL NOT CREATE ANY RIGHT OR  BENEFIT IN FAVOR OF ANY  SUBSIDIARY  OR ANY OTHER
PERSON.  

                  (c)THE  PARTNERSHIP  MAY  TRANSFER  ASSETS TO JOINT  VENTURES,
OTHER  PARTNERSHIPS,  CORPORATIONS OR OTHER BUSINESS  ENTITIES IN WHICH IT IS OR
THEREBY BECOMES A PARTICIPANT  UPON SUCH TERMS AND SUBJECT TO SUCH CONDITIONS AS
THE GENERAL PARTNER DEEMS ARE CONSISTENT WITH THIS AGREEMENT AND APPLICABLE LAW.

                  (d)EXCEPT AS EXPRESSLY  PERMITTED BY THIS  AGREEMENT,  NEITHER
THE GENERAL PARTNER NOR ANY OF ITS AFFILIATES SHALL SELL, TRANSFER OR CONVEY ANY
PROPERTY  TO, OR  PURCHASE  ANY  PROPERTY  FROM,  THE  PARTNERSHIP,  DIRECTLY OR
INDIRECTLY,  EXCEPT PURSUANT TO TRANSACTIONS THAT ARE ON TERMS THAT ARE FAIR AND
REASONABLE TO THE PARTNERSHIP.

         6.08.    GENERAL PARTNER PARTICIPATION.
                  The General Partner agrees,  on behalf of the Company that all
business  activities  of the Company  shall  generally be conducted  through the
Partnership or one or more Subsidiary Partnerships,  unless otherwise determined
by the Independent Directors.

         6.9.     TITLE TO PARTNERSHIP ASSETS.
                  Title to Partnership  assets,  whether real, personal or mixed
and  whether  tangible  or  intangible,  shall  be  deemed  to be  owned  by the
Partnership as an entity,  and no Partner,  individually or collectively,  shall
have any ownership  interest in such Partnership  assets or any portion thereof.
Title  to any or all of the  Partnership  assets  may be held in the name of the
Partnership, the General Partner or one or more nominees, as the General Partner
may determine,  including Affiliates of the General Partner. The General Partner
hereby declares and warrants that any  Partnership  assets for which legal title
is held in the name of the General  Partner or any nominee or  Affiliate  of the
General  Partner shall be held by the General Partner for the use and benefit of
the Partnership in accordance  with the provisions of this Agreement;  PROVIDED,
HOWEVER, that the General Partner shall use its best efforts to cause beneficial
and  record  title to such  assets to be vested  in the  Partnership  as soon as
reasonably practicable. All Partnership assets shall be recorded as the property
of the  Partnership in its books and records,  irrespective of the name in which
legal title to such Partnership assets is held.

         6.10.    [INTENTIONALLY OMITTED].

                                   ARTICLE VII
                           CHANGES IN GENERAL PARTNER

         7.01.    TRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST.
                  (a)THE  GENERAL  PARTNER SHALL NOT TRANSFER ALL OR ANY PORTION
OF ITS GENERAL  PARTNERSHIP  INTEREST OR WITHDRAW AS GENERAL  PARTNER  EXCEPT AS
PROVIDED IN OR IN CONNECTION WITH A TRANSACTION CONTEMPLATED BY SECTION 7.01(c),
(d) OR (e).

                  (b)THE GENERAL PARTNER AGREE THAT THE PERCENTAGE  INTEREST FOR
IT AND THE COMPANY WILL AT ALL TIMES BE IN THE AGGREGATE, AT LEAST 1%.

                  (c)EXCEPT AS OTHERWISE  PROVIDED IN SECTION 6.04(b) OR SECTION
7.01(d) OR (e) HEREOF, THE COMPANY SHALL NOT ENGAGE IN ANY MERGER, CONSOLIDATION
OR OTHER COMBINATION WITH OR INTO ANOTHER PERSON OR SALE OF ALL OR SUBSTANTIALLY
ALL OF ITS ASSETS,  (OTHER  THAN IN  CONNECTION  WITH A CHANGE IN THE  COMPANY'S
STATE OF INCORPORATION OR  ORGANIZATIONAL  FORM) IN EACH CASE WHICH RESULTS IN A
CHANGE OF CONTROL OF THE COMPANY (A  "TRANSACTION"),  UNLESS: 

                           (i)    the  consent of Limited  Partners  (other than
                  the General Partner or any  Subsidiary)  holding more than 50%
                  of the  Percentage  Interests of the Limited  Partners  (other
                  than those held by the General  Partner or any  Subsidiary) is
                  obtained;

                                       19
<PAGE>

                           (ii)   as a result of such  Transaction  all  Limited
                  Partners will receive for each  Partnership  Unit an amount of
                  cash,  securities,  or other  property equal to the product of
                  the  Conversion  Factor  and  the  greatest  amount  of  cash,
                  securities  or other  property  paid in the  Transaction  to a
                  holder of one REIT Share in  consideration  of one REIT Share,
                  PROVIDED  THAT  if,  in  connection  with the  Transaction,  a
                  purchase,  tender or exchange offer  ("Offer") shall have been
                  made to and  accepted  by the  holders of more than 50% of the
                  outstanding  REIT  Shares,  each holder of  Partnership  Units
                  shall be given the option to exchange  its  Partnership  Units
                  for the greatest amount of cash, securities, or other property
                  which  a  Limited  Partner  would  have  received  had  it (A)
                  exercised  its  Exchange  Right  and  (B)  sold,  tendered  or
                  exchanged  pursuant to the Offer the REIT Shares received upon
                  exercise  of  the  Exchange  Right  immediately  prior  to the
                  expiration of the Offer; or

                           (iii)  the  Company  is the  surviving  entity in the
                  Transaction  and either (A) the  holders of REIT Shares do not
                  receive cash, securities, or other property in the Transaction
                  or (B) all Limited Partners (other than the General Partner or
                  any  Subsidiary)  receive  an amount of cash,  securities,  or
                  other property (expressed as an amount per REIT Share) that is
                  no less than the  product  of the  Conversion  Factor  and the
                  greatest  amount  of  cash,  securities,   or  other  property
                  (expressed  as an  amount  per  REIT  Share)  received  in the
                  Transaction by any holder of REIT Shares.

                  (d)NOTWITHSTANDING SECTION 7.01(c), THE COMPANY OR THE GENERAL
PARTNER MAY MERGE WITH OR INTO OR CONSOLIDATE WITH ANOTHER ENTITY IF IMMEDIATELY
AFTER SUCH MERGER OR CONSOLIDATION  (i)  SUBSTANTIALLY  ALL OF THE ASSETS OF THE
SUCCESSOR OR SURVIVING ENTITY (THE  "SURVIVOR"),  OTHER THAN  PARTNERSHIP  UNITS
HELD BY THE  COMPANY  OR THE  GENERAL  PARTNER,  ARE  CONTRIBUTED,  DIRECTLY  OR
INDIRECTLY,  TO THE  PARTNERSHIP  AS A  CAPITAL  CONTRIBUTION  IN  EXCHANGE  FOR
PARTNERSHIP  UNITS WITH A FAIR MARKET  VALUE EQUAL TO THE VALUE OF THE ASSETS SO
CONTRIBUTED  AS  DETERMINED  BY THE SURVIVOR IN GOOD FAITH AND (ii) THE SURVIVOR
EXPRESSLY  AGREES  TO ASSUME  ALL  OBLIGATIONS  OF THE  GENERAL  PARTNER  OR THE
COMPANY, AS APPROPRIATE,  HEREUNDER. UPON SUCH CONTRIBUTION AND ASSUMPTION,  THE
SURVIVOR  SHALL HAVE THE RIGHT AND DUTY TO AMEND THIS  AGREEMENT AS SET FORTH IN
THIS SECTION  7.01(d).  THE SURVIVOR  SHALL IN GOOD FAITH ARRIVE AT A NEW METHOD
FOR THE  CALCULATION  OF THE CASH AMOUNT,  THE REIT SHARES AMOUNT AND CONVERSION
FACTOR FOR A PARTNERSHIP  UNIT AFTER ANY SUCH MERGER OR  CONSOLIDATION  SO AS TO
APPROXIMATE  THE EXISTING  METHOD FOR SUCH  CALCULATION AS CLOSELY AS REASONABLY
POSSIBLE. SUCH CALCULATION SHALL TAKE INTO ACCOUNT, AMONG OTHER THINGS, THE KIND
AND AMOUNT OF SECURITIES,  CASH AND OTHER PROPERTY THAT WAS RECEIVABLE UPON SUCH
MERGER OR CONSOLIDATION BY A HOLDER OF REIT SHARES OR OPTIONS, WARRANTS OR OTHER
RIGHTS RELATING  THERETO,  AND TO WHICH A HOLDER OF PARTNERSHIP UNITS COULD HAVE
ACQUIRED HAD SUCH  PARTNERSHIP  UNITS BEEN EXCHANGED  IMMEDIATELY  PRIOR TO SUCH
MERGER OR  CONSOLIDATION.  SUCH  AMENDMENT TO THIS  AGREEMENT  SHALL PROVIDE FOR
ADJUSTMENT TO SUCH METHOD OF CALCULATION, WHICH SHALL BE AS NEARLY EQUIVALENT AS
MAY  BE  PRACTICABLE  TO  THE  ADJUSTMENTS  PROVIDED  FOR  WITH  RESPECT  TO THE
CONVERSION  FACTOR.  THE SURVIVOR ALSO SHALL IN GOOD FAITH MODIFY THE DEFINITION
OF REIT  SHARES  AND MAKE  SUCH  AMENDMENTS  TO  SECTION  8.05  HEREOF  SO AS TO
APPROXIMATE  THE EXISTING  RIGHTS AND  OBLIGATIONS  SET FORTH IN SECTION 8.05 AS
CLOSELY AS REASONABLY  POSSIBLE.  THE ABOVE  PROVISIONS OF THIS SECTION  7.01(d)
SHALL  SIMILARLY  APPLY  TO  SUCCESSIVE  MERGERS  OR  CONSOLIDATIONS   PERMITTED
HEREUNDER.  

                  In  respect  of any  transaction  described  in the  preceding
Paragraph, the Company is required to use its commercially reasonable efforts to
structure such  transaction to avoid causing the Limited Partners to recognize a
gain for federal  income tax  purposes by virtue of the  occurrence  of or their
participation in such transaction, provided such efforts are consistent with the
exercise of the Board of Directors'  fiduciary duties to the shareholders of the
Company under applicable law.

                  (e)NOTWITHSTANDING  SECTION 7.01(c),

                           (i)    a  General  Partner  may  transfer  all or any
                  portion  of  its  General   Partnership   Interest  to  (A)  a
                  wholly-owned  Subsidiary  of such  General  Partner or (B) the
                  owner  of all of  the  ownership  interests  of  such  General
                  Partner,  and  following  a  transfer  of all  of its  General
                  Partnership Interest, may withdraw as General Partner; and

                                       20
<PAGE>

                           (ii)   the  Company may engage in a  transaction  not
                  required  by law or by the  rules of any  national  securities
                  exchange on which the REIT  Shares are listed to be  submitted
                  to the vote of the holders of the REIT Shares.


         7.02.    ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER.
                  A Person  shall be  admitted  as a  substitute  or  additional
General  Partner of the  Partnership  only if the following terms and conditions
are satisfied:

                  (a)THE  PERSON TO BE ADMITTED AS A  SUBSTITUTE  OR  ADDITIONAL
GENERAL  PARTNER SHALL HAVE ACCEPTED AND AGREED TO BE BOUND BY ALL THE TERMS AND
PROVISIONS OF THIS  AGREEMENT BY EXECUTING A COUNTERPART  THEREOF AND SUCH OTHER
DOCUMENTS OR  INSTRUMENTS  AS MAY BE REQUIRED OR  APPROPRIATE IN ORDER TO EFFECT
THE ADMISSION OF SUCH PERSON AS A GENERAL PARTNER, AND A CERTIFICATE  EVIDENCING
THE  ADMISSION  OF SUCH  PERSON AS A GENERAL  PARTNER  SHALL HAVE BEEN FILED FOR
RECORDATION AND ALL OTHER ACTIONS  REQUIRED BY SECTION 2.05 HEREOF IN CONNECTION
WITH SUCH ADMISSION SHALL HAVE BEEN  PERFORMED;  

                  (b)IF THE PERSON TO BE ADMITTED AS A SUBSTITUTE  OR ADDITIONAL
GENERAL  PARTNER IS A CORPORATION  OR A  PARTNERSHIP  IT SHALL HAVE PROVIDED THE
PARTNERSHIP  WITH EVIDENCE  SATISFACTORY  TO COUNSEL FOR THE PARTNERSHIP OF SUCH
PERSON'S  AUTHORITY TO BECOME A GENERAL PARTNER AND TO BE BOUND BY THE TERMS AND
PROVISIONS OF THIS  AGREEMENT;  AND  

                  (c)COUNSEL FOR THE PARTNERSHIP  SHALL HAVE RENDERED AN OPINION
(RELYING  ON SUCH  OPINIONS  FROM  OTHER  COUNSEL  AND THE  STATE  OR ANY  OTHER
JURISDICTION  AS MAY BE  NECESSARY)  THAT  THE  ADMISSION  OF THE  PERSON  TO BE
ADMITTED AS A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER IS IN CONFORMITY WITH THE
ACT,  THAT NONE OF THE ACTIONS  TAKEN IN  CONNECTION  WITH THE ADMISSION OF SUCH
PERSON  AS A  SUBSTITUTE  OR  ADDITIONAL  GENERAL  PARTNER  WILL  CAUSE  (i) THE
PARTNERSHIP TO BE CLASSIFIED  OTHER THAN AS A PARTNERSHIP FOR FEDERAL INCOME TAX
PURPOSES, OR (ii) THE LOSS OF ANY LIMITED PARTNER'S LIMITED LIABILITY.

         7.03.    EFFECT OF  BANKRUPTCY,  WITHDRAWAL,  DEATH OR DISSOLUTION OF A
                  GENERAL PARTNER.
                  (a)UPON  THE  OCCURRENCE  OF AN  EVENT OF  BANKRUPTCY  AS TO A
GENERAL  PARTNER  (AND ITS REMOVAL  PURSUANT TO SECTION  7.04(a)  HEREOF) OR THE
DEATH, WITHDRAWAL,  REMOVAL OR DISSOLUTION OF A GENERAL PARTNER (EXCEPT THAT, IF
A  GENERAL  PARTNER  IS ON THE  DATE  OF  SUCH  OCCURRENCE  A  PARTNERSHIP,  THE
WITHDRAWAL,  DEATH,  DISSOLUTION,  EVENT OF  BANKRUPTCY  AS TO, OR  REMOVAL OF A
PARTNER IN, SUCH  PARTNERSHIP  SHALL BE DEEMED NOT TO BE A  DISSOLUTION  OF SUCH
GENERAL  PARTNER IF THE  BUSINESS OF SUCH  GENERAL  PARTNER IS  CONTINUED BY THE
REMAINING  PARTNER  OR  PARTNERS),   THE  PARTNERSHIP  SHALL  BE  DISSOLVED  AND
TERMINATED  UNLESS THE  PARTNERSHIP  IS  CONTINUED  PURSUANT TO SECTION  7.03(b)
HEREOF.  THE  MERGER OF THE  GENERAL  PARTNER  WITH OR INTO ANY  ENTITY  THAT IS
ADMITTED AS A SUBSTITUTE OR SUCCESSOR  GENERAL PARTNER  PURSUANT TO SECTION 7.02
HEREOF SHALL NOT BE DEEMED TO BE THE  WITHDRAWAL,  DISSOLUTION OR REMOVAL OF THE
GENERAL  PARTNER.  

                  (b)FOLLOWING  THE OCCURRENCE OF AN EVENT OF BANKRUPTCY AS TO A
GENERAL  PARTNER  (AND ITS REMOVAL  PURSUANT TO SECTION  7.04(a)  HEREOF) OR THE
DEATH, WITHDRAWAL,  REMOVAL OR DISSOLUTION OF A GENERAL PARTNER (EXCEPT THAT, IF
A  GENERAL  PARTNER  IS ON THE  DATE  OF  SUCH  OCCURRENCE  A  PARTNERSHIP,  THE
WITHDRAWAL,  DEATH,  DISSOLUTION,  EVENT OF  BANKRUPTCY  AS TO, OR  REMOVAL OF A
PARTNER IN, SUCH  PARTNERSHIP  SHALL BE DEEMED NOT TO BE A  DISSOLUTION  OF SUCH
GENERAL  PARTNER IF THE  BUSINESS OF SUCH  GENERAL  PARTNER IS  CONTINUED BY THE
REMAINING PARTNER OR PARTNERS), THE LIMITED PARTNERS,  WITHIN 90 DAYS AFTER SUCH
OCCURRENCE,  MAY ELECT TO  CONTINUE  THE  BUSINESS  OF THE  PARTNERSHIP  FOR THE
BALANCE OF THE TERM  SPECIFIED IN SECTION 2.04 HEREOF BY  SELECTING,  SUBJECT TO
SECTION 7.02 HEREOF AND ANY OTHER  PROVISIONS  OF THIS  AGREEMENT,  A SUBSTITUTE
GENERAL PARTNER BY CONSENT OF A MAJORITY IN INTEREST OF THE LIMITED PARTNERS. IF
THE LIMITED PARTNERS ELECT TO CONTINUE THE BUSINESS OF THE PARTNERSHIP AND ADMIT
A SUBSTITUTE  GENERAL  PARTNER,  THE  RELATIONSHIP  WITH THE PARTNERS AND OF ANY
PERSON WHO HAS  ACQUIRED AN INTEREST  OF A PARTNER IN THE  PARTNERSHIP  SHALL BE
GOVERNED BY THIS AGREEMENT.

         7.04.    REMOVAL OF A GENERAL PARTNER.
                  (a)UPON THE OCCURRENCE OF AN EVENT OF BANKRUPTCY AS TO, OR THE
DISSOLUTION  OF, A GENERAL  PARTNER,  SUCH GENERAL PARTNER SHALL BE DEEMED TO BE
REMOVED  AUTOMATICALLY;  PROVIDED,  HOWEVER, THAT IF A GENERAL PARTNER IS ON THE
DATE OF SUCH OCCURRENCE A PARTNERSHIP, THE WITHDRAWAL, DEATH, DISSOLUTION, EVENT
OF BANKRUPTCY AS TO OR REMOVAL OF A PARTNER IN SUCH PARTNERSHIP  SHALL BE DEEMED
NOT TO BE A DISSOLUTION  OF THE GENERAL  PARTNER IF 

                                       21
<PAGE>

THE BUSINESS OF SUCH GENERAL  PARTNER IS CONTINUED BY THE  REMAINING  PARTNER OR
PARTNERS.  THE  LIMITED  PARTNERS  MAY NOT REMOVE THE GENERAL  PARTNER,  WITH OR
WITHOUT CAUSE.

                  (b)IF A GENERAL  PARTNER  HAS BEEN  REMOVED  PURSUANT  TO THIS
SECTION 7.04 AND THE  PARTNERSHIP IS CONTINUED  PURSUANT TO SECTION 7.03 HEREOF,
SUCH GENERAL PARTNER SHALL PROMPTLY TRANSFER AND ASSIGN ITS GENERAL  PARTNERSHIP
INTEREST IN THE  PARTNERSHIP TO THE  SUBSTITUTE  GENERAL  PARTNER  APPROVED BY A
MAJORITY IN INTEREST OF THE LIMITED  PARTNERS IN ACCORDANCE WITH SECTION 7.03(b)
HEREOF AND OTHERWISE ADMITTED TO THE PARTNERSHIP IN ACCORDANCE WITH SECTION 7.02
HEREOF. AT THE TIME OF ASSIGNMENT, THE REMOVED GENERAL PARTNER SHALL BE ENTITLED
TO RECEIVE  FROM THE  SUBSTITUTE  GENERAL  PARTNER THE FAIR MARKET  VALUE OF THE
GENERAL  PARTNERSHIP  INTEREST OF SUCH REMOVED GENERAL PARTNER AS REDUCED BY ANY
DAMAGES  CAUSED TO THE  PARTNERSHIP  BY SUCH GENERAL  PARTNER.  SUCH FAIR MARKET
VALUE SHALL BE  DETERMINED BY AN APPRAISER  MUTUALLY  AGREED UPON BY THE GENERAL
PARTNER  AND A MAJORITY  IN  INTEREST  OF THE  LIMITED  PARTNERS  WITHIN 10 DAYS
FOLLOWING THE REMOVAL OF THE GENERAL PARTNER.  IN THE EVENT THAT THE PARTIES ARE
UNABLE TO AGREE UPON AN APPRAISER, THE REMOVED GENERAL PARTNER AND A MAJORITY IN
INTEREST OF THE  LIMITED  PARTNERS  EACH SHALL  SELECT AN  APPRAISER.  EACH SUCH
APPRAISER  SHALL  COMPLETE AN  APPRAISAL OF THE FAIR MARKET VALUE OF THE REMOVED
GENERAL  PARTNER'S  GENERAL  PARTNERSHIP  INTEREST WITHIN 30 DAYS OF THE GENERAL
PARTNER'S  REMOVAL,  AND THE FAIR MARKET VALUE OF THE REMOVED GENERAL  PARTNER'S
GENERAL  PARTNERSHIP  INTEREST  SHALL  BE THE  AVERAGE  OF THE  TWO  APPRAISALS;
PROVIDED,  HOWEVER,  THAT IF THE HIGHER APPRAISAL EXCEEDS THE LOWER APPRAISAL BY
MORE THAN 20% OF THE AMOUNT OF THE LOWER APPRAISAL, THE TWO APPRAISERS, NO LATER
THAN 40 DAYS AFTER THE  REMOVAL OF THE  GENERAL  PARTNER,  SHALL  SELECT A THIRD
APPRAISER  WHO SHALL  COMPLETE  AN  APPRAISAL  OF THE FAIR  MARKET  VALUE OF THE
REMOVED GENERAL  PARTNER'S  GENERAL  PARTNERSHIP  INTEREST NO LATER THAN 60 DAYS
AFTER THE REMOVAL OF THE GENERAL PARTNER. IN SUCH CASE, THE FAIR MARKET VALUE OF
THE REMOVED GENERAL PARTNER'S GENERAL PARTNERSHIP  INTEREST SHALL BE THE AVERAGE
OF THE TWO APPRAISALS CLOSEST IN VALUE.

                  (c)THE  GENERAL  PARTNERSHIP  INTEREST  OF A  REMOVED  GENERAL
PARTNER,  DURING THE TIME AFTER DEFAULT UNTIL  TRANSFER  UNDER SECTION  7.04(b),
SHALL BE CONVERTED TO THAT OF A SPECIAL LIMITED PARTNER; PROVIDED, HOWEVER, SUCH
REMOVED  GENERAL  PARTNER  SHALL  NOT  HAVE ANY  RIGHTS  TO  PARTICIPATE  IN THE
MANAGEMENT  AND  AFFAIRS OF THE  PARTNERSHIP,  AND SHALL NOT BE  ENTITLED TO ANY
PORTION  OF THE  INCOME,  EXPENSE,  PROFIT,  GAIN  OR LOSS  ALLOCATIONS  OR CASH
DISTRIBUTIONS ALLOCABLE OR PAYABLE, AS THE CASE MAY BE, TO THE LIMITED PARTNERS.
INSTEAD,  SUCH REMOVED  GENERAL  PARTNER  SHALL  RECEIVE AND BE ENTITLED ONLY TO
RETAIN  DISTRIBUTIONS  OR  ALLOCATIONS  OF SUCH  ITEMS  THAT IT WOULD  HAVE BEEN
ENTITLED TO RECEIVE IN ITS  CAPACITY AS GENERAL  PARTNER,  UNTIL THE TRANSFER IS
EFFECTIVE  PURSUANT TO SECTION  7.04(b).  

                  (d)ALL  PARTNERS  SHALL  HAVE  GIVEN  AND  HEREBY DO GIVE SUCH
CONSENTS,  SHALL TAKE SUCH ACTIONS AND SHALL EXECUTE SUCH  DOCUMENTS AS SHALL BE
LEGALLY NECESSARY AND SUFFICIENT TO EFFECT ALL THE FOREGOING  PROVISIONS OF THIS
SECTION.

                                  ARTICLE VIII
                             RIGHTS AND OBLIGATIONS
                            OF THE LIMITED PARTNERS

         8.01.    MANAGEMENT OF THE PARTNERSHIP.
                  The Limited  Partners shall not  participate in the management
or control of Partnership  business nor shall they transact any business for the
Partnership,  nor shall they have the power to sign for or bind the Partnership,
such powers being vested solely and exclusively in the General Partner.

         8.02.    POWER OF ATTORNEY.
                  Each Limited Partner hereby  irrevocably  appoints the General
Partner  its  true and  lawful  attorney-in-fact,  who may act for each  Limited
Partner and in its name, place and stead, and for its use and benefit,  to sign,
acknowledge,  swear to,  deliver,  file or  record,  at the  appropriate  public
offices, any and all documents,  certificates,  and instruments as may be deemed
necessary or desirable by the General  Partner to carry out fully the provisions
of this  Agreement  and the Act in accordance  with their terms,  which power of
attorney is coupled with an interest and shall survive the death, dissolution or
legal incapacity of the Limited Partner,  or the transfer by the Limited Partner
of any part or all of its Partnership Interest.

                                       22
<PAGE>

         8.03.    LIMITATION ON LIABILITY OF LIMITED PARTNERS.
                  No Limited Partner shall be liable for any debts, liabilities,
contracts or obligations of the  Partnership.  A Limited Partner shall be liable
to the Partnership only to make payments of its Capital Contribution, if any, as
and when due hereunder. After its Capital Contribution is fully paid, no Limited
Partner shall,  except as otherwise required by the Act, be required to make any
further  Capital  Contributions  or  other  payments  or lend  any  funds to the
Partnership.

         8.04.    OWNERSHIP BY LIMITED  PARTNER OF CORPORATE  GENERAL PARTNER OR
                  AFFILIATE.
                  No  Limited  Partner  shall at any time,  either  directly  or
indirectly,  own any stock or other  interest in the  General  Partner or in any
Affiliate  thereof,  if such  ownership by itself or in  conjunction  with other
stock or other interests  owned by other Limited  Partners would, in the opinion
of counsel for the Partnership, jeopardize the classification of the Partnership
as a partnership  for federal income tax purposes.  The General Partner shall be
entitled to make such reasonable  inquiry of the Limited Partners as is required
to establish  compliance  by the Limited  Partners  with the  provisions of this
Section.

         8.05.    EXCHANGE RIGHT.
                  (a)SUBJECT TO SECTIONS 8.05(b),  8.05(c), 8.05(d), 8.05(e) AND
8.05(f) AND THE PROVISIONS OF ANY AGREEMENTS  BETWEEN THE PARTNERSHIP AND ONE OR
MORE LIMITED  PARTNERS  WITH  RESPECT TO  PARTNERSHIP  UNITS HELD BY THEM,  EACH
LIMITED  PARTNER,  OTHER THAN THE COMPANY,  SHALL HAVE THE RIGHT (THE  "EXCHANGE
RIGHT") TO REQUIRE THE PARTNERSHIP TO REDEEM ON A SPECIFIED EXCHANGE DATE ALL OR
A PORTION OF THE  PARTNERSHIP  UNITS HELD BY SUCH LIMITED PARTNER AT AN EXCHANGE
PRICE EQUAL TO AND IN THE FORM OF THE CASH AMOUNT TO BE PAID BY THE PARTNERSHIP,
PROVIDED THAT SUCH  PARTNERSHIP  UNITS SHALL HAVE BEEN  OUTSTANDING FOR AT LEAST
ONE YEAR. THE EXCHANGE RIGHT SHALL BE EXERCISED PURSUANT TO A NOTICE OF EXCHANGE
DELIVERED TO THE PARTNERSHIP (WITH A COPY TO THE GENERAL PARTNER) BY THE LIMITED
PARTNER  WHO IS  EXERCISING  THE  EXCHANGE  RIGHT  (THE  "EXCHANGING  PARTNER");
PROVIDED,  HOWEVER,  THAT THE PARTNERSHIP SHALL NOT BE OBLIGATED TO SATISFY SUCH
EXCHANGE RIGHT IF THE COMPANY AND/OR THE GENERAL  PARTNER ELECTS TO PURCHASE THE
PARTNERSHIP UNITS SUBJECT TO THE NOTICE OF EXCHANGE PURSUANT TO SECTION 8.05(b);
AND PROVIDED, FURTHER, THAT NO LIMITED PARTNER MAY DELIVER MORE THAN TWO NOTICES
OF EXCHANGE  DURING EACH CALENDAR  YEAR. A LIMITED  PARTNER MAY NOT EXERCISE THE
EXCHANGE RIGHT FOR LESS THAN 1,000 PARTNERSHIP UNITS OR, IF SUCH LIMITED PARTNER
HOLDS LESS THAN 1,000  PARTNERSHIP  UNITS, ALL OF THE PARTNERSHIP  UNITS HELD BY
SUCH PARTNER.  THE EXCHANGING  PARTNER SHALL HAVE NO RIGHT,  WITH RESPECT TO ANY
PARTNERSHIP UNITS SO EXCHANGED, TO RECEIVE ANY DISTRIBUTION PAID WITH RESPECT TO
PARTNERSHIP  UNITS IF THE RECORD DATE FOR SUCH  DISTRIBUTION  IS ON OR AFTER THE
SPECIFIED EXCHANGE DATE. 

                  (b)NOTWITHSTANDING   THE  PROVISIONS  OF  SECTION  8.05(a),  A
LIMITED  PARTNER  THAT  EXERCISES  THE  EXCHANGE  RIGHT  SHALL BE DEEMED TO HAVE
OFFERED TO SELL THE PARTNERSHIP UNITS DESCRIBED IN THE NOTICE OF EXCHANGE TO THE
GENERAL  PARTNER  AND THE  COMPANY,  AND  EITHER OF THE  GENERAL  PARTNER OR THE
COMPANY (OR BOTH) MAY, IN ITS SOLE AND  ABSOLUTE  DISCRETION,  ELECT TO PURCHASE
DIRECTLY AND ACQUIRE SUCH PARTNERSHIP UNITS BY PAYING TO THE EXCHANGING  PARTNER
EITHER THE CASH  AMOUNT OR THE REIT  SHARES  AMOUNT,  AS ELECTED BY THE  GENERAL
PARTNER OR THE COMPANY (IN ITS SOLE AND ABSOLUTE  DISCRETION),  ON THE SPECIFIED
EXCHANGE  DATE,  WHEREUPON THE GENERAL  PARTNER OR THE COMPANY SHALL ACQUIRE THE
PARTNERSHIP  UNITS OFFERED FOR EXCHANGE BY THE  EXCHANGING  PARTNER AND SHALL BE
TREATED FOR ALL  PURPOSES  OF THIS  AGREEMENT  AS THE OWNER OF SUCH  PARTNERSHIP
UNITS.  IF THE GENERAL  PARTNER  AND/OR THE COMPANY  SHALL ELECT TO EXERCISE ITS
RIGHT TO PURCHASE PARTNERSHIP UNITS UNDER THIS SECTION 8.05(b) WITH RESPECT TO A
NOTICE OF  EXCHANGE,  THEY SHALL SO NOTIFY THE  EXCHANGING  PARTNER  WITHIN FIVE
BUSINESS  DAYS  AFTER THE  RECEIPT  BY THE  GENERAL  PARTNER  OF SUCH  NOTICE OF
EXCHANGE.  UNLESS  THE  GENERAL  PARTNER  AND/OR  THE  COMPANY  (IN ITS SOLE AND
ABSOLUTE DISCRETION) SHALL EXERCISE ITS RIGHT TO PURCHASE PARTNERSHIP UNITS FROM
THE EXCHANGING  PARTNER  PURSUANT TO THIS SECTION  8.05(b),  NEITHER THE GENERAL
PARTNER NOR THE COMPANY SHALL HAVE ANY OBLIGATION TO THE  EXCHANGING  PARTNER OR
THE  PARTNERSHIP  WITH  RESPECT  TO THE  EXCHANGING  PARTNER'S  EXERCISE  OF THE
EXCHANGE  RIGHT.  IN THE EVENT THE GENERAL PARTNER OR THE COMPANY SHALL EXERCISE
ITS RIGHT TO  PURCHASE  PARTNERSHIP  UNITS  WITH  RESPECT TO THE  EXERCISE  OF A
EXCHANGE  RIGHT IN THE MANNER  DESCRIBED  IN THE FIRST  SENTENCE OF THIS SECTION
8.05(b),  THE  PARTNERSHIP  SHALL  HAVE NO  OBLIGATION  TO PAY ANY AMOUNT TO THE
EXCHANGING  PARTNER WITH RESPECT TO SUCH EXCHANGING  PARTNER'S  EXERCISE OF SUCH
EXCHANGE RIGHT, AND EACH OF THE EXCHANGING  PARTNER,  THE  PARTNERSHIP,  AND THE
GENERAL PARTNER OR THE COMPANY,  AS THE CASE MAY BE, SHALL TREAT THE TRANSACTION
BETWEEN  THE  GENERAL  PARTNER  OR THE  COMPANY,  AS THE  CASE  MAY BE,  

                                       23
<PAGE>

AND THE  EXCHANGING  PARTNER  FOR FEDERAL  INCOME TAX  PURPOSES AS A SALE OF THE
EXCHANGING PARTNER'S PARTNERSHIP UNITS TO THE GENERAL PARTNER OR THE COMPANY, AS
THE CASE MAY BE. EACH EXCHANGING PARTNER AGREES TO EXECUTE SUCH DOCUMENTS AS THE
GENERAL  PARTNER MAY REASONABLY  REQUIRE IN CONNECTION WITH THE ISSUANCE OF REIT
SHARES UPON EXERCISE OF THE EXCHANGE RIGHT.

                  (c)NOTWITHSTANDING  THE  PROVISIONS  OF  SECTION  8.05(a)  AND
8.05(b),  A LIMITED PARTNER SHALL NOT BE ENTITLED TO EXERCISE THE EXCHANGE RIGHT
IF THE DELIVERY OF REIT SHARES TO SUCH PARTNER ON THE SPECIFIED EXCHANGE DATE BY
THE GENERAL PARTNER OR THE COMPANY  PURSUANT TO SECTION  8.05(b)  (REGARDLESS OF
WHETHER OR NOT THE GENERAL  PARTNER OR THE COMPANY  WOULD IN FACT  EXERCISE  ITS
RIGHTS  UNDER  SECTION  8.05(b))  WOULD (i) RESULT IN SUCH  PARTNER OR ANY OTHER
PERSON OWNING,  DIRECTLY OR  INDIRECTLY,  REIT SHARES IN EXCESS OF THE OWNERSHIP
LIMITATION  (AS DEFINED IN THE AMENDED AND RESTATED  ARTICLES OF  INCORPORATION)
AND  CALCULATED IN ACCORDANCE  THEREWITH,  EXCEPT AS PROVIDED IN THE AMENDED AND
RESTATED  ARTICLES OF  INCORPORATION,  (ii) RESULT IN REIT SHARES BEING OWNED BY
FEWER  THAN  100  PERSONS   (DETERMINED   WITHOUT  REFERENCE  TO  ANY  RULES  OF
ATTRIBUTION),  EXCEPT AS  PROVIDED  IN THE  AMENDED  AND  RESTATED  ARTICLES  OF
INCORPORATION,  (iii)  RESULT IN THE COMPANY  BEING  "CLOSELY  HELD"  WITHIN THE
MEANING OF SECTION 856(h) OF THE CODE,  (iv) CAUSE THE COMPANY TO OWN,  DIRECTLY
OR  CONSTRUCTIVELY,  10% OR MORE OF THE  OWNERSHIP  INTERESTS IN A TENANT OF THE
GENERAL  PARTNER'S,  THE  PARTNERSHIP'S,  OR A  SUBSIDIARY  PARTNERSHIP'S,  REAL
PROPERTY,  WITHIN THE MEANING OF SECTION  856(d)(2)(b) OF THE CODE, OR (v) CAUSE
THE ACQUISITION OF REIT SHARES BY SUCH PARTNER TO BE "INTEGRATED" WITH ANY OTHER
DISTRIBUTION  OF REIT SHARES FOR  PURPOSES OF  COMPLYING  WITH THE  REGISTRATION
PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE
GENERAL PARTNER OR THE COMPANY, IN THEIR SOLE AND ABSOLUTE DISCRETION, MAY WAIVE
THE  RESTRICTION  ON  EXCHANGE  SET  FORTH IN THIS  SECTION  8.05(c);  PROVIDED,
HOWEVER,  THAT IN THE EVENT SUCH RESTRICTION IS WAIVED,  THE EXCHANGING  PARTNER
SHALL BE PAID THE CASH  AMOUNT.  

                  (d)ANY  CASH  AMOUNT  TO  BE  PAID  TO AN  EXCHANGING  PARTNER
PURSUANT TO THIS  SECTION  8.05 SHALL BE PAID ON THE  SPECIFIED  EXCHANGE  DATE;
PROVIDED,  HOWEVER,  THAT THE COMPANY OR THE GENERAL  PARTNER MAY ELECT TO CAUSE
THE SPECIFIED  EXCHANGE  DATE TO BE DELAYED FOR UP TO AN ADDITIONAL  180 DAYS TO
THE EXTENT REQUIRED FOR THE COMPANY TO CAUSE ADDITIONAL REIT SHARES TO BE ISSUED
TO  PROVIDE  FINANCING  TO BE USED TO MAKE  SUCH  PAYMENT  OF THE  CASH  AMOUNT.
NOTWITHSTANDING THE FOREGOING,  THE COMPANY AND THE GENERAL PARTNER AGREE TO USE
THEIR  BEST  EFFORTS  TO CAUSE  THE  CLOSING  OF THE  ACQUISITION  OF  EXCHANGED
PARTNERSHIP  UNITS  HEREUNDER  TO  OCCUR  AS  QUICKLY  AS  REASONABLY  POSSIBLE.

                  (e)NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,  THE
GENERAL  PARTNER  SHALL  PLACE  APPROPRIATE  RESTRICTIONS  ON THE ABILITY OF THE
LIMITED PARTNERS TO EXERCISE THEIR EXCHANGE RIGHTS AS AND IF DEEMED NECESSARY TO
ENSURE THAT THE PARTNERSHIP DOES NOT CONSTITUTE A "PUBLICLY TRADED  PARTNERSHIP"
UNDER SECTION 7704 OF THE CODE. IF AND WHEN THE GENERAL PARTNER  DETERMINES THAT
IMPOSING SUCH  RESTRICTIONS IS NECESSARY,  THE GENERAL PARTNER SHALL GIVE PROMPT
WRITTEN NOTICE THEREOF (A "RESTRICTION NOTICE") TO EACH OF THE LIMITED PARTNERS,
WHICH  NOTICE  SHALL BE  ACCOMPANIED  BY A COPY OF AN  OPINION OF COUNSEL TO THE
PARTNERSHIP WHICH STATES THAT, IN THE OPINION OF SUCH COUNSEL,  RESTRICTIONS ARE
NECESSARY IN ORDER TO AVOID THE PARTNERSHIP  BEING TREATED AS A "PUBLICLY TRADED
PARTNERSHIP" UNDER SECTION 7704 OF THE CODE.

         8.06.    REGISTRATION.
                  Subject to the terms of any  agreement  between the Company or
the General Partner and one or more Limited Partners with respect to Partnership
Units held by them:

                                       24
<PAGE>

                  (a)SHELF  REGISTRATION  OF THE COMMON STOCK.  WITHIN TWO WEEKS
PRIOR OR SUBSEQUENT TO THE FIRST DATE UPON WHICH THE PARTNERSHIP  UNITS OWNED BY
ANY  LIMITED  PARTNER  MAY BE  EXCHANGED  (OR SUCH LATER DATE AS MAY BE REQUIRED
UNDER  APPLICABLE  PROVISIONS OF THE SECURITIES ACT), THE COMPANY AGREES TO FILE
WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  (THE  "COMMISSION"),  A  SHELF
REGISTRATION  STATEMENT  ON FORM S-3  UNDER  RULE 415 OF THE  SECURITIES  ACT (A
"REGISTRATION  STATEMENT"),  OR ANY  SIMILAR  RULE  THAT MAY BE  ADOPTED  BY THE
COMMISSION, WITH RESPECT TO ALL OF THE SHARES OF COMMON STOCK THAT MAY BE ISSUED
UPON  EXCHANGE  OF SUCH  PARTNERSHIP  UNITS  PURSUANT  TO  SECTION  8.05  HEREOF
("EXCHANGE  SHARES").  THE  COMPANY  WILL  USE ITS  BEST  EFFORTS  TO  HAVE  THE
REGISTRATION  STATEMENT DECLARED EFFECTIVE UNDER THE SECURITIES ACT. THE COMPANY
NEED NOT FILE A SEPARATE REGISTRATION  STATEMENT,  BUT MAY FILE ONE REGISTRATION
STATEMENT  COVERING  EXCHANGE SHARES ISSUABLE TO MORE THAN ONE LIMITED  PARTNER.
THE COMPANY FURTHER AGREES TO SUPPLEMENT OR MAKE AMENDMENTS TO EACH REGISTRATION
STATEMENT,  IF REQUIRED BY THE RULES,  REGULATIONS OR INSTRUCTIONS APPLICABLE TO
THE REGISTRATION  FORM UTILIZED BY THE COMPANY OR BY THE SECURITIES ACT OR RULES
AND REGULATIONS THEREUNDER FOR SUCH REGISTRATION STATEMENT.

                  (b)LISTING ON SECURITIES  EXCHANGE.  IF THE COMPANY SHALL LIST
OR MAINTAIN THE LISTING OF ANY SHARES OF COMMON STOCK ON ANY SECURITIES EXCHANGE
OR NATIONAL MARKET SYSTEM, IT WILL AT ITS EXPENSE AND AS NECESSARY TO PERMIT THE
REGISTRATION AND SALE OF THE EXCHANGE SHARES HEREUNDER,  LIST THEREON,  MAINTAIN
AND, WHEN  NECESSARY,  INCREASE  SUCH LISTING TO INCLUDE SUCH  EXCHANGE  SHARES.

                  (c)REGISTRATION  NOT REQUIRED.  NOTWITHSTANDING THE FOREGOING,
THE COMPANY  SHALL NOT BE REQUIRED TO FILE OR MAINTAIN  THE  EFFECTIVENESS  OF A
REGISTRATION  STATEMENT  RELATING TO EXCHANGE  SHARES  AFTER THE FIRST DATE UPON
WHICH,  IN THE OPINION OF COUNSEL TO THE  COMPANY,  ALL OF THE  EXCHANGE  SHARES
COVERED  THEREBY  COULD BE SOLD BY THE  HOLDERS  THEREOF  IN ANY PERIOD OF THREE
MONTHS  PURSUANT TO RULE 144 UNDER THE  SECURITIES  ACT, OR ANY  SUCCESSOR  RULE
THERETO.

                                   ARTICLE IX
                   TRANSFER OF LIMITED PARTNERSHIP INTERESTS

         9.01.    PURCHASE FOR INVESTMENT.
                  (a)EACH LIMITED PARTNER HEREBY  REPRESENTS AND WARRANTS TO THE
GENERAL  PARTNER,  TO THE COMPANY AND TO THE PARTNERSHIP THAT THE ACQUISITION OF
HIS PARTNERSHIP  INTERESTS IS MADE AS A PRINCIPAL FOR HIS ACCOUNT FOR INVESTMENT
PURPOSES  ONLY  AND  NOT  WITH A VIEW  TO THE  RESALE  OR  DISTRIBUTION  OF SUCH
PARTNERSHIP  INTEREST.  

                  (b)EACH LIMITED  PARTNER AGREES THAT HE WILL NOT SELL,  ASSIGN
OR OTHERWISE TRANSFER HIS PARTNERSHIP INTEREST OR ANY FRACTION THEREOF,  WHETHER
VOLUNTARILY  OR BY OPERATION  OF LAW OR AT JUDICIAL  SALE OR  OTHERWISE,  TO ANY
PERSON  WHO DOES NOT MAKE THE  REPRESENTATIONS  AND  WARRANTIES  TO THE  GENERAL
PARTNER  SET FORTH IN SECTION  9.01(a)  ABOVE AND  SIMILARLY  AGREE NOT TO SELL,
ASSIGN OR TRANSFER SUCH  PARTNERSHIP  INTEREST OR FRACTION THEREOF TO ANY PERSON
WHO DOES NOT SIMILARLY REPRESENT, WARRANT AND AGREE.

         9.02.    RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS.
                  (a)SUBJECT  TO THE  PROVISIONS  OF  9.02(b),  (c) AND (d),  NO
LIMITED  PARTNER  MAY OFFER,  SELL,  ASSIGN,  HYPOTHECATE,  PLEDGE OR  OTHERWISE
TRANSFER ALL OR ANY PORTION OF HIS LIMITED PARTNERSHIP  INTEREST, OR ANY OF SUCH
LIMITED PARTNER'S ECONOMIC RIGHTS AS A LIMITED PARTNER,  WHETHER  VOLUNTARILY OR
BY  OPERATION  OF  LAW  OR  AT  JUDICIAL  SALE  OR  OTHERWISE  (COLLECTIVELY,  A
"TRANSFER")  WITHOUT THE CONSENT OF THE GENERAL  PARTNER,  WHICH  CONSENT MAY BE
GRANTED OR  WITHHELD IN ITS SOLE AND  ABSOLUTE  DISCRETION.  ANY SUCH  PURPORTED
TRANSFER UNDERTAKEN WITHOUT SUCH CONSENT SHALL BE CONSIDERED TO BE NULL AND VOID
AB INITIO AND SHALL NOT BE GIVEN EFFECT.  THE GENERAL PARTNER MAY REQUIRE,  AS A
CONDITION OF ANY TRANSFER TO WHICH IT CONSENTS,  THAT THE TRANSFEROR  ASSUME ALL
COSTS INCURRED BY THE PARTNERSHIP IN CONNECTION THEREWITH. 

                  (b)NO LIMITED PARTNER MAY WITHDRAW FROM THE PARTNERSHIP  OTHER
THAN AS A RESULT OF A  PERMITTED  TRANSFER  (i.e.,  A TRANSFER  CONSENTED  TO AS
CONTEMPLATED  BY CLAUSE (a) ABOVE OR CLAUSE (c) BELOW OR A TRANSFER  PURSUANT TO
9.05  BELOW) OF ALL OF HIS  PARTNERSHIP  UNITS  PURSUANT  TO THIS  ARTICLE IX OR
PURSUANT TO AN EXCHANGE OF ALL OF HIS  PARTNERSHIP  UNITS PURSUANT TO 8.05. UPON
THE PERMITTED  TRANSFER OR REDEMPTION OF ALL OF A LIMITED PARTNER'S  PARTNERSHIP
UNITS,  SUCH LIMITED PARTNER SHALL CEASE TO BE A LIMITED PARTNER.  

                  (c)SUBJECT TO 9.02(d),  (e) AND (f) BELOW,  A LIMITED  PARTNER
MAY TRANSFER,  WITH THE CONSENT OF THE GENERAL PARTNER,  ALL OR A PORTION OF HIS
PARTNERSHIP  UNITS  TO (i) A PARENT  OR  PARENT'S  SPOUSE,  NATURAL  OR  ADOPTED
DESCENDANT OR DESCENDANTS, SPOUSE OF SUCH DESCENDANT, OR BROTHER OR SISTER, OR A
TRUST  CREATED BY SUCH LIMITED  

                                       25
<PAGE>

PARTNER FOR THE BENEFIT OF SUCH LIMITED  PARTNER AND/OR ANY SUCH  PERSON(S),  OF
WHICH TRUST SUCH  LIMITED  PARTNER OR ANY SUCH  PERSON(S)  IS A TRUSTEE,  (ii) A
CORPORATION  CONTROLLED BY A PERSON OR PERSONS  NAMED IN (i) ABOVE,  OR (iii) IF
THE LIMITED PARTNER IS AN ENTITY, ITS BENEFICIAL OWNERS.

                  (d)NO  LIMITED  PARTNER  MAY EFFECT A TRANSFER  OF ITS LIMITED
PARTNERSHIP  INTEREST,  IN WHOLE OR IN PART, IF, IN THE OPINION OF LEGAL COUNSEL
FOR THE  PARTNERSHIP,  SUCH PROPOSED  TRANSFER WOULD REQUIRE THE REGISTRATION OF
THE LIMITED  PARTNERSHIP  INTEREST UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR WOULD OTHERWISE  VIOLATE ANY APPLICABLE  FEDERAL OR STATE  SECURITIES OR BLUE
SKY LAW  (INCLUDING  INVESTMENT  SUITABILITY  STANDARDS).  

                  (e)NO TRANSFER BY A LIMITED PARTNER OF ITS PARTNERSHIP  UNITS,
IN WHOLE OR IN PART,  MAY BE MADE TO ANY  PERSON IF (i) IN THE  OPINION OF LEGAL
COUNSEL FOR THE  PARTNERSHIP,  THE TRANSFER  WOULD  RESULT IN THE  PARTNERSHIP'S
BEING TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION (OTHER THAN A QUALIFIED
REIT SUBSIDIARY  WITHIN THE MEANING OF SECTION 856(i) OF THE CODE),  (ii) IN THE
OPINION OF LEGAL  COUNSEL FOR THE  PARTNERSHIP,  IT WOULD  ADVERSELY  AFFECT THE
ABILITY OF THE  COMPANY TO  CONTINUE TO QUALIFY AS A REIT OR SUBJECT THE COMPANY
TO ANY ADDITIONAL  TAXES UNDER SECTION 857 OR SECTION 4981 OF THE CODE, OR (iii)
SUCH TRANSFER IS EFFECTUATED  THROUGH AN  "ESTABLISHED  SECURITIES  MARKET" OR A
"SECONDARY MARKET (OR THE SUBSTANTIAL EQUIVALENT THEREOF)" WITHIN THE MEANING OF
SECTION 7704 OF THE CODE. 

                  (f)NO  TRANSFER  OF ANY  PARTNERSHIP  UNITS  MAY BE  MADE TO A
LENDER TO THE  PARTNERSHIP  OR ANY PERSON WHO IS RELATED  (WITHIN THE MEANING OF
REGULATIONS  SECTION  1.752-4(b))  TO ANY LENDER TO THE  PARTNERSHIP  WHOSE LOAN
CONSTITUTES A NONRECOURSE  LIABILITY (WITHIN THE MEANING OF REGULATIONS  SECTION
1.752-1(a)(2)),  WITHOUT  THE  CONSENT  OF THE  GENERAL  PARTNER,  WHICH  MAY BE
WITHHELD IN ITS SOLE AND ABSOLUTE  DISCRETION,  PROVIDED  THAT AS A CONDITION TO
SUCH CONSENT THE LENDER WILL BE REQUIRED TO ENTER INTO AN  ARRANGEMENT  WITH THE
PARTNERSHIP  AND THE  GENERAL  PARTNER TO EXCHANGE OR REDEEM FOR THE CASH AMOUNT
ANY PARTNERSHIP UNITS IN WHICH A SECURITY INTEREST IS HELD  SIMULTANEOUSLY  WITH
THE TIME AT WHICH SUCH LENDER WOULD BE DEEMED TO BE A PARTNER IN THE PARTNERSHIP
FOR PURPOSES OF ALLOCATING  LIABILITIES  TO SUCH LENDER UNDER SECTION 752 OF THE
CODE.  

                  (g)ANY TRANSFER IN  CONTRAVENTION  OF ANY OF THE PROVISIONS OF
THIS ARTICLE IX SHALL BE VOID AND  INEFFECTUAL AND SHALL NOT BE BINDING UPON, OR
RECOGNIZED BY, THE  PARTNERSHIP.  

                  (h)PRIOR  TO THE  CONSUMMATION  OF  ANY  TRANSFER  UNDER  THIS
ARTICLE IX, THE TRANSFEROR  AND/OR THE  TRANSFEREE  SHALL DELIVER TO THE GENERAL
PARTNER SUCH OPINIONS,  CERTIFICATES  AND OTHER DOCUMENTS AS THE GENERAL PARTNER
SHALL REQUEST IN CONNECTION WITH SUCH TRANSFER.

         9.03.    ADMISSION OF A SUBSTITUTE LIMITED PARTNER.
                  (a)SUBJECT  TO THE OTHER  PROVISIONS  OF THIS  ARTICLE  IX, AN
ASSIGNEE OF THE LIMITED  PARTNERSHIP  INTEREST OF A LIMITED PARTNER (WHICH SHALL
BE UNDERSTOOD TO INCLUDE ANY PURCHASER, TRANSFEREE, DONEE, OR OTHER RECIPIENT OF
ANY DISPOSITION OF SUCH LIMITED  PARTNERSHIP  INTEREST) SHALL BE DEEMED ADMITTED
AS A LIMITED  PARTNER OF THE  PARTNERSHIP  ONLY WITH THE  CONSENT OF THE GENERAL
PARTNER AND UPON THE SATISFACTORY COMPLETION OF THE FOLLOWING:  

                           (i)    The assignee shall have accepted and agreed to
                  be bound by the  terms and  provisions  of this  Agreement  by
                  executing a counterpart or an amendment  thereof,  including a
                  revised  EXHIBIT A, and such other documents or instruments as
                  the  General  Partner  may  require  in  order to  effect  the
                  admission of such Person as a Limited Partner.

                           (ii)   To the extent required, an amended Certificate
                  evidencing  the admission of such Person as a Limited  Partner
                  shall have been signed,  acknowledged  and filed for record in
                  accordance with the Act.

                           (iii)  The  assignee  shall have  delivered  a letter
                  containing  the  representation  set forth in Section  9.01(a)
                  hereof and the agreement set forth in Section 9.01(b) hereof.

                           (iv)   If the assignee is a corporation,  partnership
                  or trust, the assignee shall have provided the General Partner
                  with evidence  satisfactory  to counsel for the Partnership of
                  the assignee's authority to become a Limited Partner under the
                  terms and provisions of this Agreement.

                           (v)    The  assignee  shall have  executed a power of
                  attorney  containing  the  terms and  provisions  set forth in
                  Section 8.02 hereof.

                                       26
<PAGE>

                           (vi)   The  assignee  shall  have paid all legal fees
                  and other expenses of the  Partnership and the General Partner
                  and  filing  and  publication  costs  in  connection  with its
                  substitution as a Limited Partner.

                           (vii)  The assignee  has  obtained the prior  written
                  consent  of  the  General   Partner  to  its  admission  as  a
                  Substitute  Limited  Partner,  which  consent  may be given or
                  denied  in the  exercise  of the  General  Partner's  sole and
                  absolute discretion.

                  (b)FOR  THE  PURPOSE  OF  ALLOCATING  PROFITS  AND  LOSSES AND
DISTRIBUTING  CASH RECEIVED BY THE  PARTNERSHIP,  A SUBSTITUTE  LIMITED  PARTNER
SHALL  BE  TREATED  AS  HAVING  BECOME,  AND  APPEARING  IN THE  RECORDS  OF THE
PARTNERSHIP  AS, A PARTNER  UPON THE  FILING  OF THE  CERTIFICATE  DESCRIBED  IN
SECTION  9.03(a)(ii) HEREOF OR, IF NO SUCH FILING IS REQUIRED,  THE LATER OF THE
DATE  SPECIFIED  IN THE  TRANSFER  DOCUMENTS  OR THE DATE ON WHICH  THE  GENERAL
PARTNER HAS RECEIVED ALL  NECESSARY  INSTRUMENTS  OF TRANSFER AND  SUBSTITUTION.

                  (c)THE GENERAL PARTNER SHALL COOPERATE WITH THE PERSON SEEKING
TO BECOME A SUBSTITUTE  LIMITED PARTNER BY PREPARING THE DOCUMENTATION  REQUIRED
BY  THIS  SECTION  AND  MAKING  ALL  OFFICIAL  FILINGS  AND  PUBLICATIONS.   THE
PARTNERSHIP  SHALL TAKE ALL SUCH  ACTION AS PROMPTLY  AS  PRACTICABLE  AFTER THE
SATISFACTION  OF THE  CONDITIONS  IN THIS  ARTICLE IX TO THE  ADMISSION  OF SUCH
PERSON AS A LIMITED PARTNER OF THE PARTNERSHIP.

         9.04.    RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS.
                  (a)SUBJECT TO THE PROVISIONS OF SECTIONS 9.01 AND 9.02 HEREOF,
EXCEPT AS REQUIRED BY OPERATION OF LAW, THE  PARTNERSHIP  SHALL NOT BE OBLIGATED
FOR ANY PURPOSES  WHATSOEVER TO RECOGNIZE THE ASSIGNMENT BY ANY LIMITED  PARTNER
OF ITS  PARTNERSHIP  INTEREST UNTIL THE PARTNERSHIP HAS RECEIVED NOTICE THEREOF.

                  (b)ANY  PERSON WHO IS THE  ASSIGNEE OF ALL OR ANY PORTION OF A
LIMITED PARTNER'S LIMITED PARTNERSHIP INTEREST, BUT DOES NOT BECOME A SUBSTITUTE
LIMITED  PARTNER  AND  DESIRES  TO MAKE A  FURTHER  ASSIGNMENT  OF SUCH  LIMITED
PARTNERSHIP INTEREST,  SHALL BE SUBJECT TO ALL THE PROVISIONS OF THIS ARTICLE IX
TO THE SAME  EXTENT AND IN THE SAME MANNER AS ANY  LIMITED  PARTNER  DESIRING TO
MAKE AN ASSIGNMENT OF ITS LIMITED PARTNERSHIP INTEREST.

         9.05.    EFFECT OF BANKRUPTCY,  DEATH, INCOMPETENCE OR TERMINATION OF A
                  LIMITED PARTNER.
                  The  occurrence  of an Event  of  Bankruptcy  as to a  Limited
Partner,  the death of a Limited Partner or a final  adjudication that a Limited
Partner is  incompetent  (which  term  shall  include,  but not be  limited  to,
insanity) shall not cause the termination or dissolution of the Partnership, and
the  business  of the  Partnership  shall  continue  if an order for relief in a
bankruptcy  proceeding  is entered  against a Limited  Partner,  the  trustee or
receiver of his estate or, if he dies, his executor,  administrator  or trustee,
or,  if he is  finally  adjudicated  incompetent,  his  committee,  guardian  or
conservator,  shall have the rights of such  Limited  Partner for the purpose of
settling  or  managing  his  estate  property  and such  power as the  bankrupt,
deceased or incompetent  Limited Partner  possessed to assign all or any part of
his Partnership Interest and to join with the assignee in satisfying  conditions
precedent to the admission of the assignee as a Substitute Limited Partner.

         9.06.    JOINT OWNERSHIP OF INTERESTS.
                  A Partnership  Interest may be acquired by two  individuals as
joint tenants with right of survivorship,  provided that such individuals either
are  married or are  related  and share the same home as tenants in common.  The
written  consent or vote of both  owners of any such  jointly  held  Partnership
Interest  shall be  required  to  constitute  the  action of the  owners of such
Partnership  Interest;  provided,  however, that the written consent of only one
joint owner will be required if the  Partnership has been provided with evidence
satisfactory  to the  counsel for the  Partnership  that the actions of a single
joint  owner can bind both  owners  under  the  applicable  laws of the state of
residence  of such joint  owners.  Upon the death of one owner of a  Partnership
Interest held in a joint tenancy with a right of  survivorship,  the Partnership
Interest shall become owned solely by the survivor as a Limited  Partner and not
as an  assignee.  The  Partnership  need not  recognize  the death of one of the
owners of a  jointly-held  Partnership  Interest  until it shall  have  received
notice of such death.  Upon notice to the General Partner from either owner, the
General  Partner  shall cause the  Partnership  Interest to be divided  into two
equal Partnership Interests,  which shall thereafter be owned separately by each
of the former owners.

                                       27
<PAGE>

                                    ARTICLE X
                   BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

         10.01.   BOOKS AND RECORDS.
                  At all times during the  continuance of the  Partnership,  the
Partners shall keep or cause to be kept at the  Partnership's  specified  office
true and  complete  books of  account  in  accordance  with  generally  accepted
accounting principles,  including:  (a) a current list of the full name and last
known business address of each Partner, (b) a copy of the Certificate of Limited
Partnership  and all  certificates  of  amendment  thereto,  (c)  copies  of the
Partnership's  federal,  state and local  income tax  returns and  reports,  (d)
copies of the Agreement and any financial  statements of the Partnership for the
three most recent years and (e) all documents and information required under the
Act. Any Partner or its duly authorized representative, upon paying the costs of
collection,  duplication and mailing,  shall be entitled to inspect or copy such
records during ordinary business hours.

         10.02.   CUSTODY OF PARTNERSHIP FUNDS; BANK ACCOUNTS.
                  (a)ALL FUNDS OF THE PARTNERSHIP  NOT OTHERWISE  INVESTED SHALL
BE DEPOSITED  IN ONE OR MORE  ACCOUNTS  MAINTAINED  IN SUCH BANKING OR BROKERAGE
INSTITUTIONS AS THE GENERAL PARTNER SHALL  DETERMINE,  AND WITHDRAWALS  SHALL BE
MADE ONLY ON SUCH SIGNATURE OR SIGNATURES AS THE GENERAL  PARTNER MAY, FROM TIME
TO TIME, DETERMINE.  

                  (b)ALL DEPOSITS AND OTHER FUNDS NOT NEEDED IN THE OPERATION OF
THE  BUSINESS OF THE  PARTNERSHIP  MAY BE  INVESTED  BY THE  GENERAL  PARTNER IN
INVESTMENT GRADE INSTRUMENTS (OR INVESTMENT  COMPANIES WHOSE PORTFOLIO  CONSISTS
PRIMARILY THEREOF),  GOVERNMENT OBLIGATIONS,  CERTIFICATES OF DEPOSIT,  BANKERS'
ACCEPTANCES  AND MUNICIPAL NOTES AND BONDS.  THE FUNDS OF THE PARTNERSHIP  SHALL
NOT BE COMMINGLED WITH THE FUNDS OF ANY OTHER PERSON EXCEPT FOR SUCH COMMINGLING
AS MAY  NECESSARILY  RESULT FROM AN  INVESTMENT  IN THOSE  INVESTMENT  COMPANIES
PERMITTED BY THIS SECTION 10.02(b).

         10.03.   FISCAL AND TAXABLE YEAR.
                  The fiscal and taxable  year of the  Partnership  shall be the
calendar year.

         10.04.   ANNUAL TAX INFORMATION AND REPORT.
                  Within  75  days  after  the end of  each  fiscal  year of the
Partnership,  the General Partner shall furnish to each person who was a Limited
Partner at any time during such year the tax information  necessary to file such
Limited Partner's individual tax returns as shall be reasonably required by law.

         10.05.   TAX MATTERS PARTNER; TAX ELECTIONS; SPECIAL BASIS ADJUSTMENTS.
                  (a)THE GENERAL PARTNER SHALL BE THE TAX MATTERS PARTNER OF THE
PARTNERSHIP WITHIN THE MEANING OF SECTION 6231(a)(7) OF THE CODE. AS TAX MATTERS
PARTNER,  THE GENERAL  PARTNER  SHALL HAVE THE RIGHT AND  OBLIGATION TO TAKE ALL
ACTIONS AUTHORIZED AND REQUIRED,  RESPECTIVELY,  BY THE CODE FOR THE TAX MATTERS
PARTNER.  THE  GENERAL  PARTNER  SHALL  HAVE THE  RIGHT TO  RETAIN  PROFESSIONAL
ASSISTANCE  IN RESPECT OF ANY AUDIT OF THE  PARTNERSHIP  BY THE  SERVICE AND ALL
OUT-OF-POCKET EXPENSES AND FEES INCURRED BY THE GENERAL PARTNER ON BEHALF OF THE
PARTNERSHIP AS TAX MATTERS PARTNER SHALL CONSTITUTE PARTNERSHIP EXPENSES. IN THE
EVENT THE GENERAL  PARTNER  RECEIVES  NOTICE OF A FINAL  PARTNERSHIP  ADJUSTMENT
UNDER SECTION  6223(a)(2) OF THE CODE, THE GENERAL PARTNER SHALL EITHER (i) FILE
A COURT PETITION FOR JUDICIAL REVIEW OF SUCH FINAL ADJUSTMENT  WITHIN THE PERIOD
PROVIDED  UNDER SECTION  6226(a) OF THE CODE, A COPY OF WHICH  PETITION SHALL BE
MAILED TO ALL LIMITED  PARTNERS ON THE DATE SUCH PETITION IS FILED, OR (ii) MAIL
A WRITTEN NOTICE TO ALL LIMITED PARTNERS, WITHIN SUCH PERIOD, THAT DESCRIBES THE
GENERAL  PARTNER'S  REASONS FOR DETERMINING NOT TO FILE SUCH A PETITION.  

                  (b)ALL  ELECTIONS  REQUIRED  OR  PERMITTED  TO BE  MADE BY THE
PARTNERSHIP  UNDER  THE CODE OR ANY  APPLICABLE  STATE OR LOCAL TAX LAW SHALL BE
MADE BY THE GENERAL PARTNER IN ITS SOLE AND ABSOLUTE DISCRETION. 

                  (c)IN  THE  EVENT  OF A  TRANSFER  OF ALL OR ANY  PART  OF THE
PARTNERSHIP  INTEREST  OF ANY  PARTNER,  THE  PARTNERSHIP,  AT THE OPTION OF THE
GENERAL  PARTNER,  MAY ELECT  PURSUANT  TO SECTION 754 OF THE CODE TO ADJUST THE
BASIS OF THE PROPERTIES. NOTWITHSTANDING ANYTHING CONTAINED IN ARTICLE V OF THIS
AGREEMENT,  ANY  ADJUSTMENTS  MADE PURSUANT TO SECTION 754 SHALL AFFECT ONLY THE
SUCCESSOR IN INTEREST TO THE TRANSFERRING PARTNER AND IN NO EVENT 

                                       28
<PAGE>

SHALL BE TAKEN INTO ACCOUNT IN  ESTABLISHING,  MAINTAINING OR COMPUTING  CAPITAL
ACCOUNTS  FOR THE OTHER  PARTNERS  FOR ANY PURPOSE  UNDER THIS  AGREEMENT.  EACH
PARTNER  WILL FURNISH THE  PARTNERSHIP  WITH ALL  INFORMATION  NECESSARY TO GIVE
EFFECT TO SUCH ELECTION.

         10.06.   REPORTS TO LIMITED PARTNERS.

                  (a)AS  SOON AS  PRACTICABLE  AFTER  THE  CLOSE OF EACH  FISCAL
QUARTER  (OTHER THAN THE LAST QUARTER OF THE FISCAL YEAR),  THE GENERAL  PARTNER
SHALL CAUSE TO BE MAILED TO EACH LIMITED PARTNER A QUARTERLY  REPORT  CONTAINING
FINANCIAL  STATEMENTS OF THE  PARTNERSHIP,  OR OF THE COMPANY IF SUCH STATEMENTS
ARE PREPARED  SOLELY ON A CONSOLIDATED  BASIS WITH THE COMPANY,  FOR SUCH FISCAL
QUARTER,  PRESENTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
AS SOON AS PRACTICABLE  AFTER THE CLOSE OF EACH FISCAL YEAR, THE GENERAL PARTNER
SHALL CAUSE TO BE MAILED TO EACH  LIMITED  PARTNER AN ANNUAL  REPORT  CONTAINING
FINANCIAL  STATEMENTS OF THE  PARTNERSHIP,  OR OF THE COMPANY IF SUCH STATEMENTS
ARE PREPARED  SOLELY ON A CONSOLIDATED  BASIS WITH THE COMPANY,  FOR SUCH FISCAL
YEAR, PRESENTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. THE
ANNUAL  FINANCIAL  STATEMENTS  SHALL BE AUDITED BY  ACCOUNTANTS  SELECTED BY THE
GENERAL PARTNER.  

                  (b)ANY PARTNER SHALL FURTHER HAVE THE RIGHT TO A PRIVATE AUDIT
OF THE BOOKS AND  RECORDS OF THE  PARTNERSHIP,  PROVIDED  SUCH AUDIT IS MADE FOR
PARTNERSHIP  PURPOSES,  AT THE  EXPENSE OF THE  PARTNER  DESIRING IT AND IS MADE
DURING NORMAL BUSINESS HOURS.

                                   ARTICLE XI
                         AMENDMENT OF AGREEMENT; MERGER

                  The  General  Partner's  consent  shall  be  required  for any
amendment to this  Agreement.  The General  Partner,  without the consent of the
Limited  Partners,  may  amend  this  Agreement  in  any  respect  or  merge  or
consolidate  the  Partnership  with or into any other  partnership  or  business
entity  (as  defined  in ss.  17-211 of the Act) in a  transaction  pursuant  to
Section  7.01(c),  (d) or (e)  hereof;  PROVIDED,  HOWEVER,  that the  following
amendments  and any  other  merger or  consolidation  of the  Partnership  shall
require the consent of Limited  Partners  (other than the Company)  holding more
than 50% of the  Percentage  Interests of the Limited  Partners  (other than the
Company):

                  (a)ANY  AMENDMENT  AFFECTING THE  OPERATION OF THE  CONVERSION
FACTOR OR THE EXCHANGE  RIGHT (EXCEPT AS PROVIDED IN SECTION  8.05(d) OR 7.01(d)
HEREOF) IN A MANNER ADVERSE TO THE LIMITED PARTNERS; 

                  (b)ANY AMENDMENT THAT WOULD ADVERSELY AFFECT THE RIGHTS OF THE
LIMITED PARTNERS TO RECEIVE THE DISTRIBUTIONS  PAYABLE TO THEM HEREUNDER,  OTHER
THAN WITH RESPECT TO THE ISSUANCE OF ADDITIONAL  PARTNERSHIP  UNITS  PURSUANT TO
SECTION  4.02  HEREOF;  

                  (c)ANY   AMENDMENT   THAT   WOULD   ALTER  THE   PARTNERSHIP'S
ALLOCATIONS OF PROFIT AND LOSS TO THE LIMITED PARTNERS,  OTHER THAN WITH RESPECT
TO THE ISSUANCE OF ADDITIONAL PARTNERSHIP UNITS PURSUANT TO SECTION 4.02 HEREOF;
OR 

                  (d)ANY AMENDMENT THAT WOULD IMPOSE ON THE LIMITED PARTNERS ANY
OBLIGATION TO MAKE ADDITIONAL CAPITAL CONTRIBUTIONS TO THE PARTNERSHIP.

                                   ARTICLE XII
                               GENERAL PROVISIONS

         12.01.   NOTICES.
                  All communications  required or permitted under this Agreement
shall be in  writing  and  shall be deemed to have  been  given  when  delivered
personally  or upon  deposit  in the United  States  mail,  registered,  postage
prepaid return receipt requested,  to the Partners at the addresses set forth in
EXHIBIT A attached  hereto;  PROVIDED,  HOWEVER,  that any Partner may specify a
different  address by notifying the General Partner in writing of such different
address.  Notices  to the  Partnership  shall be  delivered  at or mailed to its
specified office.

         12.02.   SURVIVAL OF RIGHTS.
                  Subject to the  provisions  hereof  limiting  transfers,  this
Agreement shall be binding upon and inure to the benefit of the Partners and the
Partnership and their respective legal representatives,  successors, transferees
and assigns.

                                       29
<PAGE>

         12.03.   ADDITIONAL DOCUMENTS.
                  Each  Partner  agrees to perform all further acts and execute,
swear to, acknowledge and deliver all further documents which may be reasonable,
necessary,  appropriate  or  desirable  to  carry  out  the  provisions  of this
Agreement or the Act.

         12.04.   SEVERABILITY.
                  If any provision of this Agreement shall be declared  illegal,
invalid,  or  unenforceable  in any  jurisdiction,  then such provision shall be
deemed to be severable from this Agreement (to the extent  permitted by law) and
in any event such illegality,  invalidity or  unenforceability  shall not affect
the remainder hereof.

         12.05.   ENTIRE AGREEMENT.
                  This  Agreement and exhibits  attached  hereto  constitute the
entire Agreement of the Partners and supersede all prior written  agreements and
prior and contemporaneous oral agreements,  understandings and negotiations with
respect to the subject matter hereof.

         12.06.   PRONOUNS AND PLURALS.
                  When the  context  in which  words  are used in the  Agreement
indicates  that such is the intent,  words in the singular  number shall include
the plural and the masculine gender shall include the neuter or female gender as
the context may require.

         12.07.   HEADINGS.
                  The Article  headings or  sections in this  Agreement  are for
convenience only and shall not be used in construing the scope of this Agreement
or any particular Article.

         12.08.   COUNTERPARTS.
                  This Agreement may be executed in several  counterparts,  each
of which shall be deemed to be an original copy and all of which  together shall
constitute  one  and  the  same  instrument   binding  on  all  parties  hereto,
notwithstanding that all parties shall not have signed the same counterpart.

         12.09.   GOVERNING LAW.
                  This   Agreement   shall  be  governed  by  and  construed  in
accordance with the laws of the Commonwealth of Virginia.

                  IN WITNESS WHEREOF,  the parties hereto have hereunder affixed
their  signatures  to this  Third  Amended  and  Restated  Agreement  of Limited
Partnership, all as of the date first above written.

                                              OCWEN GENERAL, INC.



                                              By:  /s/ WILLIAM C. ERBEY
                                                   ---------------------------
                                              Name:    William C. Erbey
                                              Title:   Chief Executive Officer

                                       30
<PAGE>

<TABLE>
<CAPTION>
                                           EXHIBIT A

                                                       AGREED
                                                       VALUE OF
                                          CASH         CAPITAL      PARTNERSHIP       PERCENTAGE
PARTNER                               CONTRIBUTION   CONTRIBUTION      UNITS           INTEREST
-------                               ------------   ------------      -----           --------
GENERAL PARTNER:
<S>                                  <C>               <C>              <C>              <C>   
Ocwen General, Inc.                  $  3,005,191                       189,650          .9129%
1675 Palm Beach Lakes Blvd 
Suite 1000
West Palm Beach, FL 33401

LIMITED PARTNERS:

Ocwen Limited, Inc.                  $297,513,897                    18,775,350        90.3802%
1675 Palm Beach Lakes Blvd 
Suite 1000
West Palm Beach, FL 33401

Investors Mortgage Insurance         $ 30,587,787                     1,808,733         8.7068%
Holding Company
1675 Palm Beach Lakes Blvd 
Suite 1000
West Palm Beach, FL 33401

TOTAL:                               $331,106,875                    20,773,733         100.00%
</TABLE>


                                              31
<PAGE>

                                    EXHIBIT B
                      NOTICE OF EXERCISE OF EXCHANGE RIGHT

                  In  accordance  with  Section 8.05 of the Amended and Restated
Agreement of Limited  Partnership (the "Agreement") of Ocwen Partnership,  L.P.,
the  undersigned   hereby   irrevocably  (i)  presents  for  exchange   ________
Partnership Units in Ocwen Partnership, L.P. in accordance with the terms of the
Agreement  and the  Exchange  Right  referred to in Section 8.05  thereof,  (ii)
surrenders such Partnership Units and all right, title and interest therein, and
(iii)  directs  that the Cash  Amount or REIT  Shares  Amount (as defined in the
Agreement) as determined by the General Partner deliverable upon exercise of the
Exchange Right be delivered to the address  specified  below, and if REIT Shares
(as  defined  in the  Agreement)  are  to be  delivered,  such  REIT  Shares  be
registered or placed in the name(s) and at the address(es) specified below.

Dated:________ __, _____

Name of Limited Partner:


                                                ------------------------------
                                                (Signature of Limited Partner)


                                                ------------------------------
                                                (Mailing Address)

                                                ------------------------------
                                                (City)    (State)   (Zip Code)


                                                Signature Guaranteed by:


                                                ------------------------------

If REIT Shares are to be issued, issue to:

Please insert social security or identifying number:

Name:


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