THIRD AMENDED AND RESTATED AGREEMENT

                             OF LIMITED PARTNERSHIP





                                       OF





                             OCWEN PARTNERSHIP, L.P.


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                                TABLE OF CONTENTS


ARTICLE I  DEFINED TERMS.......................................................1


ARTICLE II  PARTNERSHIP CONTINUATION AND IDENTIFICATION........................8

         2.01. CONTINUATION....................................................8
         2.02. NAME, OFFICE AND REGISTERED AGENT...............................8
         2.03. PARTNERS........................................................8
         2.04. TERM AND DISSOLUTION............................................9
         2.05. FILING OF CERTIFICATE AND PERFECTION OF 
                 LIMITED PARTNERSHIP...........................................9
         2.06. CERTIFICATES DESCRIBING PARTNERSHIP UNITS......................10

ARTICLE III  BUSINESS OF THE PARTNERSHIP......................................10


ARTICLE IV  CAPITAL CONTRIBUTIONS AND ACCOUNTS................................11

         4.01. CAPITAL CONTRIBUTIONS..........................................11
         4.02. ADDITIONAL CAPITAL CONTRIBUTIONS AND ISSUANCES 
                 OF ADDITIONAL PARTNERSHIP INTERESTS..........................11
         4.03. ADDITIONAL FUNDING.............................................14
         4.04. CAPITAL ACCOUNTS...............................................14
         4.05. PERCENTAGE INTERESTS...........................................14
         4.06. NO INTEREST ON CONTRIBUTIONS...................................15
         4.07. RETURN OF CAPITAL CONTRIBUTIONS................................15
         4.08. NO THIRD-PARTY BENEFICIARY.....................................15

ARTICLE V  PROFITS AND LOSSES; DISTRIBUTIONS..................................15

         5.01. ALLOCATION OF PROFIT AND LOSS..................................15
         5.02. DISTRIBUTION OF CASH...........................................17
         5.03. REIT DISTRIBUTION REQUIREMENTS.................................18
         5.04. DISTRIBUTIONS IN KIND..........................................18
         5.05. LIMITATIONS ON RETURN OF CAPITAL CONTRIBUTIONS.................19
         5.06. DISTRIBUTIONS UPON LIQUIDATION.................................19
         5.07. SUBSTANTIAL ECONOMIC EFFECT....................................19

ARTICLE VI  RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER.............19

         6.01. MANAGEMENT OF THE PARTNERSHIP..................................19
         6.02. DELEGATION OF AUTHORITY........................................22
         6.03. INDEMNIFICATION AND EXCULPATION OF INDEMNITEES.................22
         6.04. LIABILITY OF THE GENERAL PARTNER...............................24
         6.05. REIMBURSEMENT OF GENERAL PARTNER...............................25

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         6.06. OUTSIDE ACTIVITIES.............................................25
         6.07. EMPLOYMENT OR RETENTION OF AFFILIATES..........................25
         6.08. GENERAL PARTNER PARTICIPATION..................................26
         6.9.  TITLE TO PARTNERSHIP ASSETS....................................26
         6.10. [INTENTIONALLY OMITTED]........................................26

ARTICLE VII  CHANGES IN GENERAL PARTNER.......................................26

         7.01. TRANSFER OF THE GENERAL PARTNER'S 
                 PARTNERSHIP INTEREST.........................................26
         7.02. ADMISSION OF A SUBSTITUTE OR 
                 ADDITIONAL GENERAL PARTNER...................................28
         7.03. EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH 
                 OR DISSOLUTION OF A GENERAL PARTNER..........................29
         7.04. Removal of a General Partner...................................29

ARTICLE VIII  RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS..................31

         8.01. MANAGEMENT OF THE PARTNERSHIP..................................31
         8.02. POWER OF ATTORNEY..............................................31
         8.03. LIMITATION ON LIABILITY OF LIMITED PARTNERS....................31
         8.04. OWNERSHIP BY LIMITED PARTNER OF CORPORATE 
                 GENERAL PARTNER OR AFFILIATE.................................31
         8.05. EXCHANGE RIGHT.................................................32
         8.06. REGISTRATION...................................................34

ARTICLE IX  TRANSFER OF LIMITED PARTNERSHIP INTERESTS.........................34

         9.01. PURCHASE FOR INVESTMENT........................................34
         9.02. RESTRICTIONS ON TRANSFER OF 
                 LIMITED PARTNERSHIP INTERESTS................................35
         9.03. ADMISSION OF A SUBSTITUTE LIMITED PARTNER......................36
         9.04. RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS...................37
         9.05. EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR 
                 TERMINATION OF A LIMITED PARTNER.............................37
         9.06. JOINT OWNERSHIP OF INTERESTS...................................38

ARTICLE X  BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS.........................38

         10.01. BOOKS AND RECORDS.............................................38
         10.02. CUSTODY OF PARTNERSHIP FUNDS; BANK ACCOUNTS...................38
         10.03. FISCAL AND TAXABLE YEAR.......................................39
         10.04. ANNUAL TAX INFORMATION AND REPORT.............................39
         10.05. TAX MATTERS PARTNER; TAX ELECTIONS; 
                  SPECIAL BASIS ADJUSTMENTS...................................39
         10.06. REPORTS TO LIMITED PARTNERS...................................40

ARTICLE XI  AMENDMENT OF AGREEMENT; MERGER....................................40


ARTICLE XII  GENERAL PROVISIONS...............................................41

         12.01. NOTICES.......................................................41
         12.02. SURVIVAL OF RIGHTS............................................41
         12.03. ADDITIONAL DOCUMENTS..........................................41

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         12.04. SEVERABILITY..................................................41
         12.05. ENTIRE AGREEMENT..............................................41
         12.06. PRONOUNS AND PLURALS..........................................41
         12.07. HEADINGS......................................................42
         12.08. COUNTERPARTS..................................................42
         12.09. GOVERNING LAW.................................................42


EXHIBITS

EXHIBIT A -- Partners, Capital Contributions 
               and Percentage Interests

EXHIBIT B -- Notice of Exercise of Exchange Right

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                      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 Amended and Restated Agreement of Limited  Partnership and the
Limited Partnership Agreement (together, 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, 


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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 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  Amended  and  Restated  Agreement  of Limited
Partnership.

         "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

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<PAGE>

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 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

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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.

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<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.

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<PAGE>

         "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.

         "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 

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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.

         "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 

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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.

         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.

                                       8
<PAGE>

         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 

                                       9
<PAGE>

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:

         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.

                                       10
<PAGE>

                                   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  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

                                       11
<PAGE>

                              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 

                                       12
<PAGE>

         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,  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.

                                       13
<PAGE>

         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.

         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.

                                       14
<PAGE>

         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

                                       15
<PAGE>

Partner that bears the "economic  risk of loss" of such  deduction in accordance
with  Regulations  Section  1.704-2(i)(1),  (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
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

                                       16
<PAGE>

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 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 

                                       17
<PAGE>

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 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.

                                       18
<PAGE>

         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 

                                  19
<PAGE>

         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 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 

                                       20
<PAGE>

         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,  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);

                                       21
<PAGE>

                (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.

         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

                                       22
<PAGE>

(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.

                                       23
<PAGE>

         (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.

         (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.

                                       24
<PAGE>

         (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, 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.

                                       25
<PAGE>

         (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%.

                                       26
<PAGE>

         (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;

                (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

                                       27
<PAGE>

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

                (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;

                                       28
<PAGE>

         (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 

                                       29
<PAGE>

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 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.

                                       30
<PAGE>

                                  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.

         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.

                                       31
<PAGE>

         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, and the Exchanging

                                       32
<PAGE>

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.

                                       33
<PAGE>

         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:

         (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  

                                       34
<PAGE>

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  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.

                                       35
<PAGE>

         (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.

                                       36
<PAGE>

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

                (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

                                       37
<PAGE>

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.

                                    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

                                       38
<PAGE>

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 

                                       39
<PAGE>

affect only the  successor  in interest  to the  transferring  Partner and in no
event 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

                                       40
<PAGE>

         (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.

         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.

                                       41
<PAGE>

         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

                                       42
<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        .9120%
1675 Palm Beach Lakes Blvd.
Suite 1000
West Palm Beach, FL 33401


LIMITED PARTNERS:

Ocwen Limited, Inc.                          $297,513,897                  18,775,350      90.2859%
1675 Palm Beach Lakes Blvd.
Suite 1000
West Palm Beach, FL 33401

Investors   Mortgage   Insurance  Holding    $ 30,948,693                   1,830,436       8.8021%
Company
1675 Palm Beach Lakes Blvd.
Suite 1000
West Palm Beach, FL 33401

TOTAL:                                       $331,467,781                  20,795,436       100.00%
</TABLE>


<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: