**Exhibit 10.17**

**AGREEMENTOF LIMITED PARTNERSHIP**

**OF**

**TELESOURCEINTERNATIONAL, INC./**

**SAYED HAMID BEHBEHANI & SONS CO., JOINTVENTURE, L.P.**

This Agreement of Limited Partnership (“PartnershipAgreement”) of **Telesource International, Inc./Sayed HamidBehbehani & Sons, Co., Joint Venture, L.P.**, an Illinois limitedpartnership (the “Partnership”), is made and entered into by and among **Telesource International, Inc.,**as general partner, onbehalf of itself and its wholly-owned subsidiaries Telesource CNMI, Inc. andTelesource, Fiji, Ltd. (the “General Partner”), and **Sayed HamidBehbehani & Sons, Co.**, as the limited partner (the “LimitedPartner”).

**ARTICLE 1FORMATION OF THE PARTNERSHIP**

The parties agree and do hereby enter into a limitedpart­nership under and pursuant to the provisions of the Uniform LimitedPartnership Act of the State of Illinois (the “Act”), as amended, and therights and liabilities of the Partners shall be as provided there­in except asotherwise expressly provided in this Partnership Agreement.

**ARTICLE 2NAME AND PRINCIPAL OFFICE**

2.1.          **Name**.  The Partnership shall be conducted under thename of Telesource International, Inc./Sayed Hamid Behbehani & Sons, Co.,Joint Venture, L.P. or such other name as may from time to time be determinedby the General Partner.

2.2.          **Principal Office**.  The principal office and place of business ofthe Partnership shall be located at 860 Parkview Boulevard, Lombard, Illinois60148 or such other place as the General Partner(s) may from time to timedesignate.

2.3.          **Registered Agent and Address**.  The registered agent and registered addressof the Partnership shall be Nidal Zayed, 860 Parkview Boulevard, Lombard,Illinois 60148.

**ARTICLE 3PURPOSE**

The Partnership is organized for the purposes ofpurchasing, maintaining, operating, managing, leasing, selling and developingreal property, as well as performing design/build construction projects for theU.S. Government, and engaging in other lawful acts or activities consistentwith the foregoing for which limited partnerships may be organized under theAct. The purposes of the Partnership may be carried out through activitiesconducted by the Partnership or through investments in any other Person. “Person”means any individual, partnership (whether general or limited and whetherdomestic or foreign, limited liability company, corporation, trust, estate,association, custodian, nominee, and other entity.

 

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**ARTICLE 4TERM AND FISCAL YEAR**

4.1.          **Term**.  The Partnership shall be effective the 15th day of March, 2006 and shall continue inexistence until terminated pursuant to the provisions of Article 12 of thisPartnership Agreement.

4.2.          **Fiscal Year**.  The fiscal year of the Partnership shall bethe calendar year.

**ARTICLE 5CAPITAL**

5.1.          **Original Capital Contributions**.  The Partners have or shall contribute to thePartnership as capital that cash or other property listed on Exhibit Ahereto.  The initial value of eachPartner’s initial capital contribution shall be as set forth opposite suchPartner’s name on Exhibit A hereto.

5.2.          **Return of Capital Contributions**.  Except as specifically provided in thisPartnership Agreement, a Partner shall not be entitled to the return of hiscapital contribution to the Partnership.

5.3.          **Capital Accounts**.

5.3.1        A separate Capital Account will be maintainedfor each Partner in accordance with Treasury Regulations Sections1.704-1(b)(2)(iv) and 1.704-2, as amended. Each Partner’s Capital Account will be increased by (1) the amount ofmoney contributed by such Partner to the Partnership; (2) the fair market valueof property contributed by such Partner to the Partnership (net of liabilitiessecured by such property that the Partnership assumes or takes subject to for purposes of Code Section 752); and (3) allocationsto such Partner of Partnership profits and other allocations to such Partner ofitems of Partnership  income orgain.  Each Partner’s Capital Accountwill be decreased by (1) the amount of money distributed to such Partner by thePartnership; (2) the fair market value of property distributed to such Partnerby the Partnership (net of liabilities secured by such distributed propertythat such Partner is considered to assume or take subject to under Code Section752); and (3) allocations to such Partner of Partnership losses and other allocationsto such Partner of items of Partnership loss or deduction.  The Partnership may, upon the occurrence ofthe events specified in Treasury Regulations Section 1.704-1(b)(2)(iv)(f),increase or decrease the Capital Accounts in accordance with the rules ofTreasury Regulations Sections 1.704-1(b)(2)(iv)(f) and 1.704-1(b)(2)(iv)(g) toreflect a revaluation of Partnership property.

5.3.2        For purposes of computing the amount ofany item of Partnership income, gain, loss or deduction to be reflected in thePartners’ Capital Accounts and to be allocated pursuant to Article 6 of thisAgreement, the determination, recognition and classification of any such itemshall be the same as its determination, recognition and classification forfederal income tax purposes (including any method of depreciation, costrecovery or amortization used for this purpose), provided that:

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5.3.2.1         The computation of all items of income,gain, loss and deduction shall include income and expense of the Partnershipthat is exempt from federal income tax and also those items described in CodeSection 705(a)(1)(B) or Treasury Regulations Section 1.704-1(b)(2)(iv)(i),without regard to the fact that such items are not includible in gross incomeor deductible for federal income tax purposes;

5.3.2.2         If the book value of any Partnershipproperty is adjusted pursuant to Treasury Regulations Section1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken intoaccount as gain or loss from a disposition of such property;

5.3.2.3         Items of income, gain, loss ordeduction attributable to the disposition of Partnership property having a bookvalue that differs from its adjusted basis for federal income tax purposesshall be computed by reference to the book value of such property;

5.3.2.4         Items of depreciation, amortization andother cost recovery deductions with respect to Partnership property having abook value that differs from its adjusted basis for federal income tax purposesshall be computed by reference to the book value of such property in accordancewith Treasury Regulations Section 1.704-1(b)(2)(iv)(g);

5.3.2.5         To the extent an adjustment pursuant toCode Section 732(d), 734(b) or 743(b) to the adjusted tax basis of any Companyproperty is required, pursuant to Treasury Regulations Section1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts,the amount of such adjustment to the Capital Accounts shall be treated as anitem of gain (if the adjustment increases the tax basis) or loss (if theadjustment decreases the tax basis); and

5.3.2.6         Items of Company income, gain, loss ordeduction which are specially allocated pursuant to Section 6.2 shall bedetermined in the same manner as Company Profits and Company Losses, but suchspecially allocated items shall not be taken into account in computing CompanyProfits and Company Losses.

5.3.3        The rules set forth in this Article 5are intended to comply with the requirements of the Code and TreasuryRegulations.  If, in the opinion of theGeneral Partner, the rules set forth in this Section 5.3 must bemodified in order for the Partnership to comply with the requirements of theCode or the Treasury Regulations, then the method in which Capital Accounts aremaintained shall be so modified.

5.4.          **Additional Capital Contributions or LimitedPartners**.  The Partnersshall not be required to make additional capital contributions.  No capital contribution may be made by 

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any Partner without theconsent of the General Partner(s).  TheGeneral Partner(s) may, but are not required, to admit additional LimitedPartners provided such person is a Permitted Transferee as provided in Section10.2 and enters into this Partnership Agreement. The value of the capitalcontribution and the Capital Accounts shall be determined by the GeneralPartner(s) in accordance with Section 5.3.

5.5.          **Interest on Capital Contributions**.  The Partnership shall not pay interest oncapital contributions.

5.6.          **Liability of Members**.  Except as required under the Act or any otherprovision of this Agreement, no Partner shall have any obligation to restoreany portion of any Capital Account deficit or to contribute to the capital ofthe Partnership.

**ARTICLE 6ALLOCATION OF PROFITS AND LOSSES**

6.1.          **Allocation of Profits and Losses**.  Except as otherwise provided in Section6.2, the profits and losses of the Partnership and each item of income,gain loss, deduction or credit of the Partnership for any fiscal year shall beallocated among the Partners such that, as of the end of such fiscal year, theCapital Account of each Partner shall equal (a) the amount which would bedistributed to him or it or for which they would be liable to the Partnershipunder the Act, determined as if the Partnership were to (i) liquidate theassets of the Partnership for an amount equal to their book value and (ii)distribute the proceeds of such liquidation to the Partners in accordance with Section12.4*minus*(b) the sum of (i)such Partner’s share of Partnership Minimum Gain (as determined according toTreasury Regulation Sections 1.704-2(d) and (g)(3)) and such Partner’s partnerminimum gain (as determined according to Treasury Regulation Section1.704-2(i)) and (ii) the amount, if any, which such Partner is obligated tocontribute to the capital of the Partnership as of the last day of such fiscalyear.

6.2.          **Special Allocations**.  The following special allocations will bemade in the following order:

6.2.1        **Partnership Minimum GainChargeback**.  Except asotherwise provided in Section 1.704-2(f) of the Treasury Regulations,notwithstanding any other provision of this Article 6, if there is a netdecrease in Partnership Minimum Gain during any fiscal year, each Partnersshall be specially allocated items of Partnership income and gain for suchfiscal year (and, if necessary, subsequent fiscal years) in an amount equal tosuch Partner’s share of the net decrease in Partnership Minimum Gain,determined in accordance with Treasury Regulations Section 1.704-2(g).  For purposes of this agreement, the term “PartnershipMinimum Gain” shall have the same meaning ascribed to that tern in Section1.704-2(d) of the Treasury Regulations. Allocations pursuant to this Section 6.2.1 shall be made inproportion to the respective amounts required to be allocated to each Partnerpursuant thereto.  The items to be soallocated shall be 

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determined inaccordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of theTreasury Regulations.  This Section6.2.1 is intended to comply with the minimum gain chargeback requirement inSection 1.704-2(f) of the Treasury Regulations and shall be interpretedconsistently therewith.

6.2.2        **Partner Minimum GainChargeback**.  Except asotherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations,notwithstanding any other provision of this Article 6, if there is a netdecrease in Partner Minimum Gain attributable to a Partner Non-Recourse Debtduring any fiscal year, each Partner who has a share of the Partner MinimumGain attributable to such Partner Non-Recourse Debt, determined in accordancewith Section 1.704-2(i)(5) of the Treasury Regulations, shall bespecially allocated items of Partnership income and gain for such fiscal year(and, if necessary, subsequent fiscal years) in an amount equal to such Partner’sshare of the net decrease in Partner Minimum Gain attributable to such PartnerNon-Recourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(4).For purposes of this agreement, the term “Partner Minimum Gain” shall have thesame meaning ascribed to that tern in Section 1.704-2 of the TreasuryRegulations and the term “Partner Non-Recourse Debt” shall have the samemeaning ascribed to that tern in Section 1.704-2(b)(4) of the TreasuryRegulations.   Allocations pursuant tothis Section 6.2.2 shall be made in proportion to the respective amountsrequired to be allocated to each Partner pursuant thereto.  The items to be so allocated shall bedetermined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2)of the Treasury Regulations.  This Section6.2.2 is intended to comply with the minimum gain chargeback requirement inSection 1.704-2(i)(4) of the Treasury Regulations and shall beinterpreted consistently therewith.

6.2.3        **Qualified Income Offset**.  In the event any Partner unexpectedlyreceives any adjustments, allocations or distributions described in Section1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5) or Section1.704-1(b)(2)(ii)(d)(6) of the Treasury Regulations, items of Partnershipincome and gain shall be specially allocated to each such Partner in an amountand manner sufficient to eliminate, to the extent required by the TreasuryRegulations, such Partner’s Deficit Capital Account.   For purposes of this Agreement, the term “DeficitCapital Account” shall mean with respect to any Partner, the deficit balance(if any) in such Partner’s Capital Account as of the end of the fiscal year,after giving effect to the following adjustments: (i) credit to such CapitalAccount any amount which such Partner is treated as being obligated to restoreunder Treasury Regulations Section 1.704-1(b)(2)(ii)(c), as well as anyaddition thereto pursuant to the penultimate sentence of Treasury RegulationsSection 1.704-2(g)(1) and (i)(5), after taking into account any changes duringthe period in Partnership Minimum Gain and in the Partner Minimum Gain; and(ii) debit to such Capital Account the items described in Treasury RegulationsSections 1.704-1(b)(ii)(d)(4), (5) and (6).  This definition of “Deficit Capital Account” is intended to comply withTreasury Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2, and shall beconstrued in a manner consistent with those provisions.

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6.2.4        **Gross Income Allocation**.  In the event any Partner has a DeficitCapital Account at the end of any fiscal year, each such Partner shall bespecially allocated items of Partnership income and gain in the amount of suchDeficit Capital Account as quickly as possible, provided that an allocationpursuant to this Section 6.2.4 shall be made only if and to the extentthat such Partner would have a Deficit Capital Account after all otherallocations provided for in this Article 6 (other than Section 6.2.3)have been made.

6.2.5        **Partner Non-recourseDeductions**.  PartnerNon-recourse Deductions for any fiscal year shall be specially allocated to thePartner who bears the economic risk of loss with respect to the PartnerNon-recourse Debt to which such Partner Non-recourse Deductions areattributable in accordance with Treasury Regulations Section 1.704-2(i)(1).

6.2.6        **Curative Allocations**.

6.2.6.1         The special allocations required underthis Section 6.2 are intended to comply with the TreasuryRegulations.  It is the intent of thePartnership and each of the Partners that all special allocations made pursuantto Section 6.2.1 through Section 6.2.6 shall be offset eitherwith other special allocations made pursuant to Section 6.2.1 through Section6.2.6 or with special allocations of other items of Partnership income,gain, loss or deduction pursuant to this Section 6.2.6.  Therefore, the General Partner may, in itssole discretion, make, pursuant to this Section 6.2.6, such offsettingspecial allocations of Partnership income, gain, loss or deduction in anymanner the General Partner determines to be appropriate, consistent with thegoal that each Partner’s Capital Account balance be, to the extent possible,equal to the Capital Account balance such Partner would have had in the absenceof any allocations pursuant to Section 6.2.1 through Section 6.2.6.

6.2.6.2         The Partners expect and intend thatupon the liquidation of the Partnership, after giving effect to allcontributions and all allocations for all periods, each Partner’s CapitalAccount will have a positive balance equal to the amount of proceedsdistributable to such Partner.  If in theopinion of the General Partner this intended result would not be achievedwithout modification of the allocations required under this Article 6, then theallocations required under this Article 6 shall be modified in a mannerconsistent with Treasury Regulations Section 1.704-1(b) and 1.704-2 to theextent necessary to cause each Partner’s Capital Account to have a balanceequal to the amount of proceeds distributable to such Partner upon theliquidation of the Partnership.

6.2.6.3         If the General Partner determines thatthe allocation of any item of Partnership income, gain, loss, deduction orcredit is not specified in this Article 6 (an “unallocated item”), or that theallocation of any item of Partnership income, gain, loss, deduction or creditunder this Article 6 is clearly inconsistent 

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with the Partners’economic interests in the Partnership (determined by reference to the generalprinciples of Treasury Regulations Section 1.704-1(b) and the factors set forthin Treasury Regulations Section 1.704-1(b)(3)(ii) (a “misallocated item”), thenthe General Partner may allocate such unallocated item, or reallocate suchmisallocated item, to reflect the Partners’ economic interests in thePartnership.

6.2.7        **Allocations Relating toTaxable Issuance of Interests**. Any income, gain, loss or deduction realized as a direct or indirectresult of the issuance of partnership interests by the Partnership to a Partnershall be allocated among the Partners so that, to the extent possible, the netamount of such items, together with all other allocations under this Agreementto each Partner, shall be equal to the net amount that would have beenallocated to each Partner if such items had not been realized.

6.3           **Other Allocation Rules**.

6.3.1        Profits and losses of the Partnership,and all other items of Partnership income, gain, loss, deduction and creditshall be determined by the General Partner on a daily, monthly or other basis,using any method permitted under Code Section 706 and the Treasury Regulations.

6.3.2        The Partners are aware of the taxconsequences of the allocations required under this Article 6 and each Partnerhereby agrees to be bound by the provisions of this Article 6 in reporting suchPartner’s share of Partnership income, gain, loss and deduction for federalincome tax purposes.

6.3.3        As between a Partner and any permitted(under this Agreement) transferee of all or any portion of such Partner’sUnits, profits and losses of the Partnership shall be allocated by the GeneralPartner in a manner intended to comply with Section 706 of the Code and theTreasury Regulations promulgated thereunder. In order to make such anallocation, the General Partner may, in its discretion, close the Partnership’sbooks on the date of such permitted transfer.

6.4           **Allocations Solely For Tax Purposes**.

6.4.1        Allocations required under this Section6.4 are solely for tax purposes and shall not affect any Partner’s CapitalAccount or any Partner’s share of any distribution from the Partnership.

6.4.2        Allocations of tax credits, tax creditrecapture, tax benefit recapture, and any items related thereto shall beallocated to the Partners according to their interests in such items asdetermined by the General Partner taking into account the principles ofTreasury Regulations Section 1.704-1(b)(4)(ii).

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6.4.3        Items of Partnership income, gain, lossand deduction with respect to any property contributed to the capital of thePartnership shall be allocated among the Partners in accordance with CodeSection 704(c) so as to take account of any variance between the tax basis ofsuch property to the Partnership and its book value.

6.4.4        If the book value of any Partnershipproperty is adjusted pursuant to Section 5.3.2, subsequent allocationsof items of taxable income, gain, loss and deduction with respect to such Partnershipproperty shall take account of any variation between the tax basis of suchPartnership property and its book value in the same manner as required underCode Section 704(c).

**ARTICLE 7DISTRIBUTIONS**

7.1           **Distributions in General**.  The General Partner(s), in its solediscretion, shall determine the total amount of distributions to be made to thePartners and the time for making such distributions.  The Limited Partners hereby waive,relinquish, cancel and disclaim any and all rights, if any, which they may haveto request or compel a distribution. Distributions may be in cash or in kind, or both, and the portion ofsuch shares that is received in cash may vary from Partner to Partner, as theGeneral Partner(s) may determine. Consistent with the General Partner’s duty of care and loyalty to thePartnership, the General Partner(s), in determining the amount ofdistributions, shall take into account:

·                                          currentneeds for operating capital;

·                                          prudentreserves for future operating capital;

·                                          currentinvestment opportunities;

·                                          prudentreserves for future investment opportunities;

·                                          thePartnership’s needs in its business and sums necessary to operate its businessuntil the income from further operations is available

·                                          theamounts of its debts;

·                                          thenecessary or advisability of paying its debts, or at least reducing them withinthe limits of the Partnership’s credit;

·                                          preservingits capital as represented in the Partnership’s property as a fund to protectits creditors; and

·                                          thecharacter of its surplus Property.

 

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7.2           **Allocation of****Distributions**. The Partnership shall make distributions to the Partners at times and insuch aggregate amounts as provided in Section 7.1; provided that suchdistributions shall be made in the following order and priority:

(a)           First, to the Limited Partners (in the proportionthat each Limited Partner’s share of Unpaid Preferred Yield bears to theaggregate Unpaid Preferred Yield with respect to all Limited Partnersimmediately prior to such Distribution) until the aggregate Unpaid PreferredYield with respect to all Limited Partners has been reduced to zero; and

(b)           Second, 99% to the General Partner and 1% to the LimitedPartners (in proportion to the number of Limited Partners at the time of suchdistribution).

7.3           **Definitions for Distributions**.  For purposes of this Article 7, the following definitions shall apply:

“Preferred Yield”means, with respect to each Limited Partner’s interest, the amount accruing onsuch interest on a daily basis, at 6.5% per annum, compounded on the last dayof each calendar quarter, on (a) the Unreturned Capital of such Limited Partner’sinterest plus (b) the Unpaid Preferred Yield thereon at the close of thepreceding quarter.

“Unpaid Preferred Yield” of any Limited Partnermeans, as of any date of determination, an amount equal to the excess, if any,of (a) the aggregate Preferred Yield accrued on such Limited Partner’s interestfor all periods and partial periods prior to such date, over (b) the aggregateamount of prior distributions made by the Partnership with respect to suchLimited Partner’s interest pursuant to Section 7.2(a).

7.4           **Withholding**.  Notwithstanding any other provision of thisAgreement, the Partnership shall comply with all federal withholdingrequirements with respect to allocations or distributions to Partners that areapplicable under the Code or any other federal, state or local law.  In the event that the Partnership is requiredto withhold and pay over to any taxing authority any amount resulting from theallocation or distribution of income to a Partner (including by reason ofSection 1446 of the Code) (the “Withheld Amount”), (i) to the extent that theamount of cash that would otherwise be distributed to the Partner at the timeof such withholding (the “Distributable Amount”) equals or exceeds the WithheldAmount, the Withheld Amount shall be treated as a distribution of cash to suchPartner, (ii) to the extent that the Distributable Amount is less than theWithheld Amount (a “Withholding Shortfall”), such Partner shall be required topay the amount of such Withholding Shortfall to the Partnership within 15 daysafter demand therefor, and (iii) to the extent that a Partner is unable to makeany required payment of a Withholding Shortfall on a timely basis, suchWithholding Shortfall shall be treated as a loan (a “Partnership Loan”) fromthe Partnership to the Partner on the day the 

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Partnership pays over theWithholding Shortfall to the taxing authority and shall bear interestcalculated at the Applicable Rate.  APartnership Loan shall be repaid through setoff by the Partnership with respectto subsequent distributions to the applicable Partner.  In the event that the Partnership withholdsany amount from allocations or distributions to any Partner pursuant to this Section7.2, the Partnership shall indicate the amount withheld to such Partner.

**ARTICLE 8RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNER(S)**

8.1.          **Management of Partnership Affairs**.  The General Partner(s) shall have full,exclusive and complete discretion in the management and control of the businessand affairs of the Partner­ship and shall make all decisions affecting thePartnership’s business and affairs.  TheGeneral Partner(s) shall have all the rights, powers and obligations of aGeneral Partner(s) as provided in the Act and otherwise as provided bylaw.  If there is more than one GeneralPartner, any action taken by a majority of General Partners (or both GeneralPartners, if there are only two) shall constitute the act of and serve to bindthe Partnership; provided, however, that persons dealing with the Partnershipare entitled to rely conclusively upon any instrument or direction executed byany one General Partner, and further provided that if the General Partnersunanimously select from among themselves a Managing General Partner, thatPartner shall have full, exclusive and complete discretion in the managementand control of the business and affairs of the Partner­ship on behalf of theGeneral Partners and shall make all decisions affecting the Partnership’s businessand affairs.

8.2.          **Powers and Authorities of General Partner(s)**.  The General Partner(s) is hereby granted theright, power and authority to do on behalf of the Partnership all things which,in its judgment, are necessary, proper or desirable to carry out its duties andresponsibilities, including but not limited to the right, power and authorityto:

8.2.1.       Incur all reasonable expenditures and payall obligations of the Partnership;

8.2.2.       To invest and reinvest the partnershipproperty in real estate, bonds, stocks, mortgages, notes, debentures, preferredstocks, voting trust certificates, beneficial interests in land trusts,interests or shares in common trust funds, mutual funds, “open-end” or “closed-end”investment funds or trusts, real estate investment trusts or savings and loanor building and loan associations, oil, gas or other mineral interests ornatural resources, commodities, foreign exchange, or other property of anykind, real or personal, suitable for investment;

8.2.3.       To vote in person or by general orlimited proxy, or refrain from voting, any corporate securities for anypurpose; to exercise or sell any subscription or conversion rights; to consentto and join in or oppose any voting trusts, reorganizations, consolidations,mergers, foreclosures and liquidations and in connection therewith to depositsecurities and accept and hold other property received therefor;

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8.2.4.       To retain or acquire any businessinterest, as shareholder(s), security holder, creditor, partner, proprietor or otherwise,even though it may constitute all or a large portion of the partnershipproperty and to participate in the conduct of any business with respect to itsmanagement and affairs which an individual could do as owner of the business,including, but not limited to (i) the voting of stock and the determination ofall questions of policy; (ii) the execution of partnership agreements andamendments thereto; (iii) the participation in any incorporation,reorganization, merger, consolidation, recapitalization, liquidation, sale ordissolution of any business or any assets of such business or any change in itsnature; (iv) the investment of additional capital in, subscription to orpurchase of additional stock or securities of, or the making of secured, unsecuredor subordinated loans to any business; (v) the election or the employment withcompensation of any party (including a Partner or a director or an agent of aPartner) as director, officer, employee or agent of any business.

8.2.5.       Execute any and all documents or instru­mentsof any kind which a General Partner may deem necessary or appropriate forcarrying out the purposes of the Partnership, including, without limitation,bids, proposals, contracts with U.S. Federal, State and/or local governments,leases, subleases, easements, deeds, mortgages, and other agreements, documentsor instruments of any kind or character or amendments thereto;

8.2.6.       Purchase or lease equipment forPartnership purposes;

8.2.7.       To let or lease all or any portion of anyPartnership Property for any purpose and without limit as to the term thereof,whether or not such term (or any renewals thereof) may extend beyond the dateof the termination of the Partnership and whether or not the portion so leasedis to be occupied by the lessee or, in turn subleased in whole or in part toothers;

8.2.8.       Borrow money from individuals, banks andother lending institutions for any Partnership pur­pose, and pledge any or allof the Partnership Property, and the income therefrom to secure or provide forthe repayment of such loans; to obtain replace­ments of any mortgage ormortgages in whole or in part, refinance, recast, modify, extend or consolidateany mortgage affecting Partnership Property.

8.2.9.       Procure and maintain at the expense ofthe Partnership with responsible companies such insurance as may be availablein such amounts and covering such risks as are appropriate in the judgment ofthe General Partner(s), including insurance policies in­suring the GeneralPartner(s) against liability arising as a result of any action it may take orfail to take in its capacity as general partner of the Partnership;

8.2.10.     To acquire insurance upon the life of anyperson, including any partner, exercise all rights, powers and privilegesaccruing to the owner of such insurance policies and use all assets of thePartnership to pay premiums on such life insurance policies.

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8.2.11.     Hold title to partnership property in thename of a trustee or nominee chosen by the General Partner(s) if it shall deemsuch appropriate;

8.2.12.     Receive and disburse proceeds from the saleof Partnership properties; sell or acquire partnership prop­erties for and onbehalf of the Partnership on such terms and conditions deemed satisfactory tothe General Partner(s); and pay all obligations of the Part­nership;

8.2.13.     Employ and dismiss from employment any andall Partnership employees, agents, independent con­tractors, attorneys andaccountants or to enter into any agreement with respect to the management ofpartnership property. In addition, the General Partner(s) may designate one ormore of their affiliates to carry out its duties and respons­ibilities to thePartnership or to render to the Part­nership such services as the GeneralPartner(s) deem necessary to carry out the purposes of the Partnership,including but not limited to, the appointment of any partner or an affiliate asinvestment managers;

8.2.14.     Supervise the preparation and filing of allPartnership tax returns and make on behalf of the Partnership, such tax electionsand determinations as appear to them appropriate; and

8.2.15.     Perform any and all other acts or activi­tiescustomary or incident to the acquisition, development, improvement, operationand sale of the Partnership Property.

8.3.          **Devotion of Time byGeneral Partner(s)**.  TheGeneral Partner(s) shall devote such time to the Partnership business as it, inits discretion, shall deem to be necessary to manage and supervise thePartnership business and affairs in an efficient manner; but nothing in this PartnershipAgreement shall preclude the retention, at the expense of the Partnership, ofany agent or third party (whether or not such agent or third party is anaffiliate of any Partner) to manage or provide other services in respect of thePartnership Property, subject to the control of the General Partner(s).

8.4.          **Other Activities**.  The General Partner(s) and its affiliates mayengage in or possess any interests in other busi­ness ventures of any kind,independently or with others, including but not limited to engaging in otherventures having a purpose similar to that of the Partnership.  The fact that a General Partner or anyaffiliate may encounter and take advantage of opportunities to do any of theforegoing them­selves or on behalf of others in whom they may or may not havean interest shall not subject the General Partner or any affiliate to anyliability to the Partnership or any of the Partners on account of any lostopportunity.  Neither the Partnership, anyPartner, nor the holder of any interest in the Partnership shall have any rightby virtue of this Partnership Agreement or the partnership relationship createdhereby in or to such ventures or activities or to the income or profits derivedtherefrom, and the pursuit of such ventures, even if competitive with thebusiness of the Partnership, shall not be deemed wrongful or improper.

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8.5.          **Tax Matters Partner**.  Telesource International, Inc. shall be theTax Matters Partner and as such shall have all powers and authorities grantedtax matters partners under the applicable provisions of the Internal RevenueCode and any regulations pro­mulgated thereunder.  The Tax Matters Partner may be removed andappointed by the General Partner(s).  Allcosts and expenses incurred by the Tax Matters Partner in connection with anaudit of a Partner­ship income tax return shall be borne by the Partnership.

8.6.          **Liability of General Partner(s)**.  A General Partner shall not be responsible oraccountable in damages or otherwise to the Partnership, to any Limited Partner,or to the holder of any interest in the Partnership for any action taken or thefailure to act on behalf of the Partnership or any of its Partners within thescope of the authority conferred on such General Partner by this PartnershipAgreement or by law, including the authority conferred upon the Tax MattersPartner, unless such action or omission was performed or omitted fraudulentlyor in bad faith or constitutes wanton or willful misconduct or grossnegligence.  Nor shall the GeneralPartner(s) be liable for any loss or damage to Partnership property caused bystrikes, labor troubles, riots, fires, torna­does, floods, acts of a publicenemy, insurrections, acts of God, failure to carry out the provisions hereofdue to provisions of law or rules or regulations promulgated by anygovernmental agency or any demand or requisition of any government, or from anyother cause beyond the control of the General Partner.

8.7.          **Indemnification of General Partner(s)**.  Each General Partner shall each beindemnified by the Partnership, but solely out of the assets of the Partnershipand not from the assets of the Limited Partners, and only under the followingcircumstances and in the manner and to the extent indicated:

8.7.1.       In any threatened, pending or completedaction, suit or proceeding to which the General Partner(s) was or is a party oris threatened to be made a party by reason of the fact that he is or was a Gen­eralPartner or Tax Matters Partner of the Partnership (other than an action by orin behalf of the Partnership), involving an alleged cause of action for dam­agesarising from any activities of the Partnership, including the operation of thePartnership or other activities relative to management and disposition of theproperties or income from such properties or acts and decisions of the TaxMatters Partner, the Partner­ship shall indemnify the General Partner(s)against expenses, including attorneys’ fees, judgments and amounts paid insettlement actually and reasonably incurred by the General Partner(s) inconnection with such action, suit or proceeding if the General Partner(s) actedin good faith and in a manner the General Partner(s) reasonably believed to bein or not opposed to the best interests of the Partnership; and provided, thatthe conduct of the General Partner(s) does not constitute gross negligence,willful or wanton misconduct, or a breach of the fiduciary obligations of theGeneral Partner(s) to the Limited Partners. The termination of any action, suit or proceeding by judgment, order orsettlement shall not, of itself, create a presumption that the GeneralPartner(s) did not act in good faith and in a manner which the GeneralPartner(s) reasonably believed to be in or not opposed to the best interests ofthe Partnership.

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8.7.2.       In any threatened, pending or completedaction or suit by or in behalf of the Partnership, to which a GeneralPartner(s) was or is a party or is threatened to be made a party, involving analleged cause of action by a Limited Partner, Limited Part­ners, or any holderor holders of interests in the Partnership for damages arising from theactivities of the General Partner(s) in the performance of the General Partner’smanagement of the internal affairs of the Partnership as prescribed by thisPartnership Agree­ment or by law, or both, or arising from activities as theTax Matters Partner in connection with the per­formance of duties as the TaxMatters Partner; the Partnership shall indemnify the General Partner(s) againstexpenses, including attorneys’ fees, actually and reasonably incurred by theGeneral Partner(s) in connection with the defense or settlement of such actionor suit if the General Partner(s) acted in good faith and in a mannerreasonably believed by such General Partner(s) to be in or not opposed to thebest interests of the Partnership as specified in this subsection, except thatno indemnification shall be made in respect of any claim, issue or matter as towhich the General Partner(s) shall have been adjudged to be liable for grossnegligence, misconduct, or breach of fiduciary obligation in the performance ofthe General Partner(s)’s duty to the Partnership as specified in thissubsection, unless and only to the extent that the court in which such actionor suit was brought shall determine upon application, that, despite theadjudication of liability but in view of all circumstances of the case, theGeneral Partner(s) is fairly and reasonably entitled to indemnity for suchexpenses which such court shall deem proper.

8.7.3.       To the extent that a General Partner(s)has been successful on the merits or otherwise in defense of any action, suitor proceeding referred to above, or in defense of any claim, issue or mattertherein, the Partnership shall indem­nify the General Partner(s) against theexpenses, in­cluding attorneys’ fees, actually and reasonably in­curred by theGeneral Partner(s) in connection therewith.

8.7.4.       Officers and directors of a General Part­ner(if the General Partner is a corporation), part­ners of a General Partner (ifthe General Partner is a partnership), and employees and agents of a GeneralPartner, shall be indemnified upon the same terms and conditions, and under thesame standards and pro­cedures, as are set forth in this section.

8.7.5.       Any indemnification pursuant to this sec­tionshall not be deemed exclusive of any other rights to which those indemnifiedshall be entitled by applicable law, and shall inure to the benefit of thesuccessors, heirs, executors, guardians and personal and legal representativesof those indemnified.

8.8.          **Election to Adjust Basis**.  The General Partner(s), in its discretion,may make or revoke the election referred to in IRC Section 754 of the InternalRevenue Code of 1986 permitting adjustments to basis as provided in IRCSections 734 and 743.

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**ARTICLE 9STATUS OF LIMITED PARTNERS**

9.1.          **No Participation in Management of Partnership**.  The Limited Partners, as such, shall take nopart in, or interfere in any manner with the conduct or control of thePartnership’s busi­ness and shall have no right or authority to act for or bindthe Partnership, said powers being vested solely and exclusively in the GeneralPartner(s).  Notwithstanding anything inthis Partner­ship Agreement to the contrary, the Limited Partners shall nothave any right or power to take any action which would be deemed to give themcontrol of the Partnership such that their limited liability would beremoved.  A Limited Partner may notwithdraw as a limited partner prior to the dissolution of the Partnershipwithout the consent of the General Partner(s) and Limited Partners holding a two-thirds(2/3’s) majority in interest and shall have no right of distribution uponwithdrawal under Section 17-604 of the Act.

9.2.          **Liability of Limited Partners**.  The Limited Part­ners, as such, shall not bepersonally liable to the Partnership, to any of the Partners, to the holders ofany interests in the Partnership, or the creditors of the Partnership for theexpense, liabilities or obligations of the Partnership beyond the amount oftheir respective interest in the Partnership.

**ARTICLE 10TRANSFER OF PARTNERSHIP INTERESTS**

10.1.        **Restriction on Transfer**.  A Partner’s interest in the Partnership mayonly be transferred, assigned, bequeathed, pledged or hypothecated, voluntarilyor involuntarily, in accordance with this Agreement.  Any such transfer, assignment or pledge notin accordance herewith shall be null and void.

10.2.        **Permitted Transfers**.

10.2.1      Subject to the conditions and restrictionsset forth in Section 10.2.2, a Partner may at any time transfer all orany portion of its partnership interest to (a) to any member of the transferor’sfamily, or to a custodian, trustee, family limited partnership or otherfiduciary for the account of such Partner or member of his family or to trustsfor the benefit of the family of such Partner, as the case may be; provided,that in each case such transfer is made pursuant to a bona fide estate planningtransaction, (b) any affiliate of a Partner (including of the transferor), or(c) the transferor’s executor, administrator, trustee, or personalrepresentative to whom such partnership interest are transferred at death orinvoluntarily by operation of law.  Forpurposes of this Article 10, a Partner’s “family” shall include only suchPartner’s spouse, natural or adoptive lineal ancestors or descendants, brothersor sisters.  For purposes of the Article10, an “affiliate” means, in respect of a Partner, any other Person, directlyor indirectly, controlling, controlled by or under common control with thatPerson.

10.2.2      A transfer shall not be treated as aPermitted Transfer under Section 10.2.1 unless and until the followingconditions are satisfied:

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10.2.2.1   Except in the case of a transfer of apartnership interest at death or involuntarily by operation of law, thetransferor and transferee shall execute and deliver to the Partnership suchdocuments and instruments of conveyance as may be necessary or appropriate inthe opinion of counsel to the Partnership to effect such transfer and toconfirm the agreement of the transferee to be bound by the provisions of thisArticle 10.  In the case of atransfer of a partnership interest at death or involuntarily by operation oflaw, the transfer shall be confirmed by presentation to the Partnership oflegal evidence of such transfer, in form and substance satisfactory to counselto the Partnership.  In all cases, thePartnership shall be reimbursed by the transferor or transferee for all costsand expenses that it reasonably incurs in connection with such transfer.

10.2.2.2   The transferor and transferee shall furnishthe Partnership with the transferee’s taxpayer identification number,sufficient information to determine the transferee’s initial tax basis in thepartnership interest transferred, and any other information reasonablynecessary to permit the Partnership to file all required federal and state taxreturns and other legally required information statements or returns.  Without limiting the generality of theforegoing, the Partnership shall not be required to make any distributionotherwise provided for in this Agreement with respect to any transferredpartnership interest until it has received such information.

10.3.        **Assignment and Substitution of Limited Partners**.  An assignee who is a Permitted Transferee ofa Limited Partner’s interest in the Partnership may become a substitutedLimited Partner with the prior written consent of the General Partner(s), whichconsent may be given or withheld in the General Partner’s discretion; provided,that the General Partner(s) may consent to such substitution only if (i) theassignee (or the assignee’s parent or guardian, if a minor) agrees in writingin form and substance satisfactory to the General Partner(s) to become aLimited Partner and to be bound by the terms of this Partnership Agreement and(ii) the transaction does not violate or cause the General Partner(s) or Partnershipto violate any applicable law.  Anassignee who is not approved as a Partner pursuant to this Section 10.3,may not become a Partner, but shall only hold an economic interest in theprofits, losses and distributions of that Partnership interest as provided inSection 17-702(a)(3) of the Act (an “Economic Interest”).

10.4.        **Transfer of Interest of General Partner(s)**.  The assignee of any General Partnershipinterest in the Partnership shall only be admitted as a Partner pursuant to Section10.3 hereof.  Such assignees, ifadmitted as a Partner, shall only be admitted as a General Partner pursuant toArticle  11 hereof.  The transfer bya General Partner of all of its interest in the Partnership shall be deemed theresignation of such General Partner, and may not result in the transfer of anyof the rights and powers of a General Partner in the management and operationof the Partnership.

10.5.        **Acquisition of an Interest Conveyed to OtherPersons**.  The Partnershipshall have a continuing unilateral option to acquire all or any part of thoseEconomic Interests or 

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Partnership interests inthe Partnership that (i) have been assigned or beneficially transferred to aperson who is not a Permitted Transferee, (ii) are held by any Partner who isBankrupt, as defined in this Agreement, or (iii) is otherwise subject to acreditors “charging order,” upon the following terms and conditions:

10.5.1.     The Partnership will have the option toacquire the interest by giving written notice to the transferee or assigneethat it intends to purchase the interest within ninety (90) days from the dateit is finally determined that the Partnership is required to recognize thetransfer or assignment.

10.5.2.     The valuation date for determining thepurchase price of the interest will be the first day of the month following themonth in which notice is delivered.

10.5.3.     Unless the Partnership and the transfereeor assignee agree otherwise, the purchase price for the interest, or anyfraction to be acquired by the Partnership, will be its fair market value asdetermined by an appraiser appointed by the Partnership, taking into accountall appropriate discounts for illiquidity and lack of control, if applicable.

10.5.4.     The sale’s closing will occur at such timeand place as the Partnership shall determine.

10.5.5.     In order to reduce the burden upon theresources of the Partnership, the Partnership will have the option to pay itspurchase money obligation by the execution and delivery of a promissorynote.  The promissory note will beunsecured and will be for a period of 15 years. The Company will pay (a) interest, at least annually, which will accrueat the minimum Applicable Federal Rate determined under IRC Section 1274; and(2) the principal upon maturity.  TheCompany may prepay all or any part of the purchase money obligation at any timewithout penalty.

10.5.6.     With the written consent of those LimitedPartners holding a majority in interest and not in number of the limitedpartnership interests then outstanding, other than the Partner whose interestis to be acquired, the General Partner(s) may assign the Partnership’s optionto purchase to one or more of the remaining Partners.  When done so, any rights or obligationsimposed upon the Partnership will instead become, by substitution, the rightsand obligations of the Partners who are assigned the option.

**ARTICLE 11SUBSTITUTION OF GENERAL PARTNER**

11.1.        **Additional General Partner**.  The General Partner(s) may appoint anotherGeneral Partner who is a Limited Partner or entity controlled by Partners. Inthe same manner an existing or new General Partner may be appointed ManagingGeneral Partner by all the General Partners, which Managing General Partnershall have exclusive control and management among the General Partners of thePartnership Property.

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Upon the Withdrawal of a General Partner, theremaining General Partner(s) shall continue as the General Partner(s) of thePartnership.  The interest of aterminated General Partner shall be converted to a Limited Partner interest, subjectto Article 10 hereof.

Upon the appointment of a new additional GeneralPartner, some or all of such Partner’s limited partnership interest shall beconverted into his or her General Partnership interest, as determined by theGeneral Partner(s).  In the event that acorporation or other entity other than an individual Limited Partner who is notalready a Partner is appointed as a General Partner, such entity shall beassigned all or part of the partnership interest of those Partners nominatingit, and that partnership interest shall then be converted into such entity’sGeneral Partnership interest in the Partnership.

11.2.        **Withdrawal of General Partner**.  For the purposes of this PartnershipAgreement, the “Withdrawal” of a General Partner shall mean the voluntarywithdrawal of General Partner, such General Partner’s death, incapacity, orBankruptcy, or any other event which causes a person to cease to be a generalpartner under Section 17-402 of the Act.

11.3.        **Removal of a General Partner**.  Limited Partners shall not have the right toremove a General Partner.

11.4.        **No Voluntary Withdrawal of General Partner(s)**.  The General Partner(s) hereby covenant andagree not to voluntarily withdraw as General Partner without the consent of theother General Partner(s), or in the absence of another General Partner, theconsent of two-thirds in interest of the Limited Partners.

11.5.        **Continuation of Business of Partnership**.  In the event of the Withdrawal of any GeneralPartner, the business of the Partnership shall continue if there is anotherGeneral Partner or if the Limited Partners holding a majority interest elect tocontinue the Partnership and appoint a successor General Partner within 90 daysof such Withdrawal.

11.6.        **Incapacity of General Partner**.  An individual General Partner shall be deemedincompetent or incapacitated hereunder (i) if adjudicated as legallyincompetent or insane or (ii) if a licensed physician (such Partner’s attendingphysician, if any) and all the remaining General Partner(s) (or if none, amajority in interest of the other Limited Partners) determine that such Partneris unable to give prompt and intelligent consideration to the financial affairsof the Partnership due to illness or mental or physical disability.

11.7.        **Liability of Former General Partner**.  In the event of the death, Withdrawal of aGeneral Partner, it (a) shall be and remain liable for all obligations andliabilities incurred by it as General Partner during the period it was aGeneral Partner; and (b) shall be free of any obligation or liability incurredon account of the activities of the Partner­ship from and after the time as ofwhich it ceased to be a General Partner of the Partnership.

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**ARTICLE 12DISSOLUTION AND LIQUIDATION OF PARTNERSHIP**

12.1.        **Dissolution of the Partnership**.  The Partnership shall be dissolved upon thehappening of any of the following events:

12.1.1.     The Withdrawal from the Partnership of allGeneral Partners, unless a new General Partner is appointed pursuant to Section11.5;

12.1.2.     The written consent of all of the GeneralPartners, together with those Limited Partners holding a two-thirds (2/3’s)majority interest, not in number, of the outstanding Limited Partnershipinterests then outstanding;

12.1.3.     Any event which makes it unlawful for thePartnership business to be continued;

12.2.        **Winding Up of Affairs**.  In the event of the dissolution andliquidation of the Partnership for any reason, the General Partner(s) (or inthe event of the Withdrawal from the Partnership of the last remaining GeneralPartner, a liquidator or liquidating committee selected by Limited Partnersholding a majority in interest and not in number of the limited partnershipinterests then outstanding) shall commence to wind up the affairs of thePartnership and to liquidate its investments. If Partnership assets are to be distributed to the Partners in kind,then the profit or loss that would have resulted from a sale of such assets attheir fair market value shall be calculated and allocated among the Partners’Capital Accounts in the manner provided in Article 5.

12.3.        **Accounting**.  In the case of the dissolution andtermination of the Partnership, a proper accounting shall be made of the capitalaccounts of the Partners and of each item of income, gain, loss, deduction andcredit of the Partnership from the date of the last previous accounting to thedate of dissolution.

12.4.        **Final Distribution of Partnership Property**.  Following the allocation of all items ofincome, gain, loss, deduction and credit (including profit and lossattributable to the deemed sale of assets arising during the period ofliquidation), the General Partner(s) shall distribute the remaining Partnershipproperties, together with the proceeds of any sales of same, as follows:

12.4.1.     First, all Partnership debts and lia­bilitiesto persons other than Partners shall be paid and discharged;

12.4.2.     Second, to the setting up of any reservewhich the General Partner(s) (or liquidator or liquidating committee) in itsdiscretion may deem reasonably necessary for any contingent or unforeseenliabilities or obligations of the Partnership arising out of or 

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in connection withthe Partnership.  Such funds shall beplaced in escrow by the General Partner(s) (or liquidator or liquidationcommittee) for the purposes of disbursing such funds in payment of any of thecontin­gencies, liabilities, or obligations, and, at the expiration of suchperiod as the General Partner(s) (or liquidator or liquidating committee) inits discretion shall deem advisable, the balance thereafter remaining shall bedistributed in the manner provided in the following subsections hereof;

12.4.3.     Third, to the repayment of any loans oradvances that may have been made by any of the Partners to the Partnership; and

12.4.4.     Fourth, any remaining assets shall bedistributed among those Partners in the following order and priority:

(a)           First, to the Limited Partners (inthe proportion that each Limited Partner’s share of Unreturned Capital, asdefined below, bears to the aggregate amount of Unreturned Capital with respectto all Limited Partners outstanding immediately prior to such distribution)until the aggregate amount of Unreturned Capital with respect to all LimitedPartners has been reduced to zero;

(b)           Second, to the General Partner until the aggregate amountof Unreturned Capital with respect to the General Partner has been reduced tozero;

(c)           Third, to the Limited Partners (in the proportion thateach Limited Partner’s share of Unpaid Preferred Yield bears to the aggregateUnpaid Preferred Yield with respect to all Limited Partners immediately priorto such Distribution) until the aggregate Unpaid Preferred Yield with respectto all Limited Partners has been reduced to zero; and

(d)           Fourth,99% to the General Partner and 1% to the Limited Partners (in proportion to thenumber of Limited Partners at the time of such distribution).

For this Section 12.4.4.,the following definitions apply:

“Preferred Yield” means,with respect to each Limited Partner’s interest, the amount accruing on suchinterest on a daily basis, at 6.5% per annum, compounded on the last day ofeach calendar quarter, on (a) the Unreturned Capital of such Limited Partner’sinterest plus (b) the Unpaid Preferred Yield thereon at the close of thepreceding quarter.

“Unreturned Capital”means, with respect to a Partner, the excess, if any, of any capitalcontribution made over all Distributions made by the Partnership to withrespect to such Partner pursuant to Section 12.4.4(a) (in the case ofLimited Partners) or Section 12.4.4(b) (in the case of GeneralPartners).

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“Unpaid Preferred Yield” of any Limited Partnermeans, as of any date of determination, an amount equal to the excess, if any,of (a) the aggregate Preferred Yield accrued on such Limited Partner’s interestfor all periods and partial periods prior to such date, over (b) the aggregateamount of prior distributions made by the Partnership with respect to suchLimited Partner’s interest pursuant to Section 12.4.4(c).

12.5.        **Sales Upon Liquidation and Distributions in Kind**.  In connection with the termination andliquidation of the Partnership, the General Partner(s) (or liquidator orliquidating committee) may, but shall not be required to, sell all or anyportion of the Partnership Property.  ThePartners, including the General Partner(s), shall receive their respectiveshares of the Partnership Properties in cash or in kind, or both, and the portionof such shares that is received in cash may vary from Partner to Partner, asthe General Partner(s) (or liquidator or liquidating committee) maydetermine.  Any property distributed inkind upon liquidation of the Partnership shall be valued as though the propertywere sold for its fair market value and the cash proceeds distributed.

12.6.        **No Recourse Against General Partner(s)**.  A Limited Partner shall look solely to theassets of the Partnership for the return of his investment, and if thePartnership Property remaining after the payment or discharge of the debts andliabilities of the Partnership is insufficient to return such investment, heshall have no recourse against any General Partner, any affiliate of any of theGeneral Partner, or any other Limited Partner.

12.7.        **Purchase by the Partner**.  A Partner or any affiliate of a Partner may,if he so desires, purchase an item of Partnership Property upon liquidationprovided the purchase price is equal to the fair market value thereof.

12.8.        **Certificate of Cancellation**.  Upon the completion of the liquidation of thePartnership and the distribution of all Partnership Property, the Partnershipshall terminate and the General Partner shall have the authority to execute andrecord one or more Certificates of Cancellation of the Partnership as well asany and all other documents required to effectuate the dissolution andtermination of the Partnership.

**ARTICLE 13POWER OF ATTORNEY**

13.1.        **Power of Attorney**.  Each Limited Partner, by his executionhereof, does irrevocably constitute and appoint the General Partner(s), andeach person that becomes a successor General Partner(s) pursuant to theprovisions of this Partnership Agreement, with full power of substitution, assuch Limited Part­ner’s true and lawful attorney-in-fact, in his name, placeand stead to make, execute, sign, acknowledge, certify, deliver, file andrecord on his behalf and on behalf of the Partnership, the following:

13.1.1.     All Certificates of Limited Partnership,including a short form version of this Certificate of Limited Partnership,Certificates of Doing Business under an 

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Assumed Name, andany other certificates or instruments which may be required to be filed by thePartnership or the Partners under the laws of the State of Delaware, Illinois,or any other jurisdiction;

13.1.2.     One or more Certificates of Cancellation ofthe Partnership and such other instruments or docu­ments as may be deemednecessary or desirable by the General Partners upon termination of thePartnership business;

13.1.3.     Any and all amendments of the instrumentsdescribed in subsections (a) and (b) above, provided such amendments are eitherrequired by law or are consistent with this Partnership Agreement or have beenauthorized by the particular Limited Partner(s) (an Amendment to theCertificate of Limited Part­nership to reflect the substitution of a LimitedPart­ner pursuant to this Partnership Agreement being here­by authorized);

13.1.4.     Any and all other instruments as may bedeemed necessary or desirable by the General Partners to carry out fully theprovisions of this Partnership Agreement in accordance with its terms.

13.2.        **Grant of Authority Irrevocable**.  The foregoing grant of authority (a) is aspecial power of attorney coupled with an interest, is irrevocable and shallsurvive the death or incapacity of the Limited Partner who is a natural personor, in the case of a Limited Partner that is not a natural person, the merger,disso­lution or other termination of its existence of the Limited Part­ner, (b)may be exercised by a General Partner on behalf of each Limited Partner, by afacsimile signature or by listing all of the Limited Partners executing anyinstrument with a single signature as attorney-in-fact for all of them, and (c)shall sur­vive the assignment by the Limited Partner of the whole or anyportion of his interest in the Partnership.

**ARTICLE 14 AMENDMENT OF PARTNERSHIP AGREEMENT**

14.1.        **Amendment by General Partners**.  The General Partner(s) is authorized to amendthis Partnership Agreement without the prior approval of the Limited Partnersif required to satisfy or comply with requirements, conditions or guidelinescontained in any opinion, directive, order, ruling, or regulation of anyFederal or state agency or in any Federal or state statute, com­pliance withwhich the General Partner(s) deems to be in the best interests of thePartnership or for any other purpose the General Partner(s) deems to be in thebest interests of the Partnership; provided, however, no such amendment shallchange the Partnership to a General Partnership, materially affect thepotential lia­bilities of the Limited Partners, materially change theallocation of profits and losses between the Partners or otherwise materiallyadversely affect the rights or status of the Limited Partners.

14.2.        **Amendment by Partners**.  All of the General Partners, together withthose Limited Partners holding a two-thirds (2/3’s) majority in interest, notin number, of the outstanding Limited Partnership interests then outstanding,shall have the right to amend this 

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Partnership Agreement;provided, however, if the consent of a greater number of Partners is requiredunder applicable laws, then by the consent of such greater number of Partnersas may be so required.

**ARTICLE 15ARBITRATION**

Any controversy or claim by or among the Partnersarising out of or relating to this Partnership Agreement, or the management andadministration of Partnership Property, shall be settled by arbitration inaccordance with the Commercial Arbitration Rules of the American ArbitrationAssociation, and judgment upon the award rendered by the arbitrator(s) may beentered in any court having jurisdiction thereof; provided, however, any partyhereto may seek injunctive relief to enjoin and restrain the alleged breach ofany covenant under this Agreement before any court having jurisdictionthereof.  In no event shall a demand forarbitration be made after the date when the institution of legal proceedingswould be barred by the applicable statute of limitations.  The location of any arbitration proceeding shallbe Chicago, Illinois, unless otherwise agreed by the parties.

**ARTICLE 16MISCELLANEOUS PROVISIONS**

16.1.        **Bankruptcy of Partner**.  For the purposes of this PartnershipAgreement, the “bankruptcy” of a Part­ner shall be deemed to have occurred uponthe happening of any of the following: (a) the filing by the Partner of a voluntary peti­tion in bankruptcy orthe filing of a pleading in any court of record admitting in writing hisinability to pay his debts as they come due, (b) the making by the Partner of ageneral assignment for the benefit of creditors, (c) the filing by the Partnerof an answer admitting the material allegations of, or his consenting to, ordefaulting in answering, a bankruptcy petition filed against him in anybankruptcy proceeding, (d) the entry of an order, judgment, decree by any courtof competent jurisdiction adjudicating the Partner a bankrupt or appointing atrustee of his assets, or (e) any levy of execution being made upon theinterest of the Part­ner in the Partnership.

16.2.        **Entire Agreement**.  This Partnership Agreement embodies theentire understanding and agreement between the Part­ners concerning thePartnership and their relationship as Part­ners, and supersedes any and allprior negotiations, understand­ings or agreements in regard thereto.

16.3.        **Notices**.  All notices and demands required or per­mittedunder this Partnership Agreement shall be in writing and may be deliveredpersonally to the Person to whom it is authorized to be given, or sent byregistered, certified or first class mail, postage prepaid, to the address asshown from time to time on the records of the Partnership.  Any notice or demand mailed as afore­saidshall be deemed to have been given on the date that such notice or demand isdeposited in the mails.  Any LimitedPartner, or other holder of an interest in the Partnership may 

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specify a differentaddress, which change shall become effective upon receipt of such notice by aGeneral Partners.

16.4.        **Severability**.  If any provision of this Partnership Agreementor the application of such provision to any Person or circumstance shall beheld invalid, the remainder of this Partner­ship Agreement, or the applicationof such provision to persons or circumstances, other than those as to which itis held invalid, shall not be affected thereby.

16.5.        **Parties Bound**.  This Partnership Agreement shall be bindingupon the parties hereto, their successors, heirs, devisees, assigns, legalrepresentatives, executors and adminis­trators.

16.6.        **Applicable Law**.  This Partnership Agreement shall be governedby the internal laws of the State of Illinois without regard to its conflict oflaws principals.

16.7.        **Partition**.  Each party hereto irrevocably waives duringthe term of the Partnership any right that he may have to maintain any actionfor partition with respect to Partnership Properties.

16.8.        **Headings**.  The headings in this Partnership Agree­mentare inserted for convenience and identification only and are in no way intendedto describe, interpret, define or limit the scope, extent or intent of thisPartnership Agreement or any pro­vision hereof.

16.9.        **Counterparts**.  This Partnership Agreement may be executedsimultaneously in multiple counterparts with separate signature pages, eachsuch counterpart shall be considered an original, but all of which togethershall constitute one and the same instrument.

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The parties have caused this Agreement of Limited Partnershipto be executed this         day of December,2006.
|            | ** ** | **GENERAL PARTNER:**                  |
|------------|------------|---------------------------------------|
| ** ** | ** ** | ** **                            |
|       |       | Telesource International, Inc.        |
|       |       |                                  |
|       |       |                                  |
|       |       | By: Nidal Zayed                       |
|       |       | Its: President                        |
|       |       |                                  |
|       |       |                                  |
| ** ** | ** ** | **LIMITED PARTNER:**                  |
| ** ** | ** ** | ** **                            |
|       |       | Sayed Hamid Behbehani & Sons, Co. |
|       |       |                                  |
|       |       |                                  |
|       |       | By:                                   |
|       |       | Its:                                  |

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**EXHIBIT A**
| **Partner**                           | ** ** | **Value of  Initial Capital Contribution** |
|---------------------------------------|------------|--------------------------------------------|
| Telesource  International, Inc.       |       | $1,145,000.00 USD                          |
|                                  |       |                                       |
| Sayed Hamid  Behbehani & Sons Co. |       | $1,100,000.00 USD                          |

 

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