<PAGE>   1
paid to the Terminated General Partners by the Partnership), such interest to
be payable at the time of each installment of principal, which shall be payable
as the Terminated General Partner and the Partnership may agree, or if they
cannot so agree, then annually over a period of five years from the date of the
Terminated General Partner's retirement, resignation, removal, adjudication of
bankruptcy, insolvency, dissolution, insanity or death. No prepayment penalty
shall be charged to the Partnership for the early payment of its note.

        12.3    The fair market value of the Terminated General Partner's
interest to be purchased by the Partnership according to the provisions of
Section 12.2 above shall be determined by agreement between the Terminated
General Partner and the Partnership. If the Terminated General Partner and the
Partnership cannot agree upon the fair market value of such Partnership
interest within 90 days after the date of the Terminated General Partner's
retirement, resignation, removal, adjudication of bankruptcy, insolvency,
dissolution, insanity or death, then the Terminated General Partner and the
Partnership shall each select an independent appraiser within the next thirty
days. If such appraisers fail to agree on the fair market value of the
Terminated General Partner's interest within the next 90 days, then the two
appraisers shall jointly appoint a third appraiser whose determination shall be
final and binding. The Terminated General Partner and the Partnership shall
each compensate their respective appraisers, and the compensation of the third
appraiser, if necessary, shall be borne equally by each party.

        12.4    Within 90 days after the retirement, resignation, removal,
adjudication of bankruptcy, insolvency, dissolution, insanity or death of a
General Partner (except that a General Partner shall not voluntarily withdraw
from the Partnership without at least 90 days' prior written notice to the
other General Partner and the Limited Partners of intention to withdraw, and in
such event, within the period from the date of the notice of intention to
withdraw to the date of withdrawal specified in the notice of intention),
Limited Partners holding a majority of the Interests may elect to continue the
business of the Partnership and, if they desire to do so, may elect a successor
General Partner.

                                  ARTICLE XIII

                       Transfer of a Partnership Interest

        13.1    The General Partners may, pursuant to this Article XIII, admit
as a substituted Limited Partner any successor in interest to a Limited Partner
who is either deceased or under legal disability or who is an assignee of a 
Limited Partner.

        13.2    Subject to the provisions of this Article XIII, compliance with
the suitability standards imposed by the Partnership, applicable "blue sky"
laws and the applicable rules of any other governmental authority, a Limited
Partner shall have the right to assign the whole or any portion of his
Interests (but not less than five Interests unless to an Individual Retirement
Account and then not less than two Interests) by a written assignment, the
terms of which are not in contravention of any of the provisions of this
Agreement. Any assignment in contravention of any of the provisions of this
Article XIII shall be of no force and effect and shall not be binding upon or
recognized by the Partnership.

        (a)     Except as provided in (b) below, an assignee of a Limited
        Partner's Interest who is not admitted as a substituted Limited Partner
        shall have no right to require any information or account of the
        Partnership's transactions or to inspect the Partnership's books; he
        shall only be entitled to receive Distributions from the Partnership and
        the share of income, gain, loss, deduction and credit attributable to
        the Interests acquired by reason of such assignment from the first day
        of the month following the month in which the written instrument of
        assignment, executed by the assignor and in form and substance
        reasonably satisfactory to the General Partners, and other documents
        reasonably deemed necessary or appropriate by the General Partners (as,
        for example, evidence that the assignee meets investor suitability
        standards) shall have been received by the Partnership.

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        (b)     Anything herein to the contrary notwithstanding, both the
        Partnership and the General Partners shall be entitled to (i) treat the
        assignor of such Interests as the absolute owner thereof in all
        respects, and shall incur no liability for allocations of income, gain,
        loss, deduction or credit for Distributions or for transmittal of
        reports and notices required to be given to holders of Interests, until
        the last day of the month in which the Partnership shall have received
        the written assignment executed by the assignor in form and substance
        reasonably satisfactory to the General Partners and other documents
        reasonably deemed necessary or appropriate by the General Partners
        (including evidence of the assignee's compliance with standards imposed
        by applicable "blue sky" laws) or (ii) treat the assignee as a
        substitute Limited Partner in the place of his assignor, should the
        General Partners deem, in their absolute discretion, that such treatment
        is in the best interests of the Partnership for any of its purposes or
        for any of the purposes of this Agreement. 

        13.3    No assignee shall have the right to become a substituted
Limited Partner in place of his assignor unless all of the following conditions
are satisfied:

        (a)     The written consent of the General Partners to such
        substitution shall be obtained, the granting of which shall not be 
        unreasonably withheld; 

        (b)     A duly executed written instrument of assignment setting forth
        the intention of the assignor that the assignee shall become a 
        substituted Limited Partner in his place shall have been filed with 
        the Partnership;

        (c)     The Interests being acquired by the assignee shall consist of
        at least two Interests if such assignee is an Individual Retirement
        Account and at least five Interests if such assignee is not an
        Individual Retirement Account and, if the assignor shall retain any
        Interests, such retention shall consist of at least two Interests if
        such assignor is an Individual Retirement Account and at least five
        Interests if such assignor is not an Individual Retirement Account;

        (d)     The assignor and assignee shall execute and acknowledge such
        other instruments as the General Partners reasonably deem necessary or
        desirable to effect such assignment and admission, including, but not
        limited to, evidence of the assignee's compliance with standards imposed
        by any applicable "blue sky" laws, the written acceptance and adoption
        by the assignee of the provisions of this Agreement and his execution,
        acknowledgment and delivery to the General Partners of a special power
        of attorney, the form and content of which are more fully described in
        Article XXI hereof; and

        (e)     The Partnership shall have received from the assignor or
        assignee a transfer fee to cover all reasonable expenses of the 
        transfer, not to exceed $50 per transaction, but such transfer fee 
        may be waived by the General Partners, in their discretion.

        13.4    Any person admitted to the Partnership as a substituted Limited
Partner shall be subject to all of the provisions of this Agreement as if an
original party to it.

        13.5    The General Partners shall amend the certificate of limited
partnership at least once each quarter to add assignees as substituted Limited
Partners. 

        13.6    Upon the death or legal disability of an individual who is a
Limited Partner, his personal representative shall have all of the rights of a
Limited Partner for the purpose of settling or managing his estate, and such
power as the decedent or incompetent possessed to constitute a successor as an
assignee of his interests in the Partnership and to join with such assignee in
making application to substitute such assignee as a Limited Partner. However,
such personal representative shall not have the right to become a substituted
Limited Partner in the place of his predecessor in interest unless the
conditions of this Article XIII (other than the requirement that the assignor
execute and acknowledge instruments) are first satisfied.

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        13.7    Upon the adjudication of bankruptcy or insolvency, dissolution
or other cessation of existence as a legal entity of a Limited Partner which is
not an individual, the authorized representative of such entity shall have all 
of the rights of a Limited Partner for the purpose of effecting the orderly
winding up and disposition of the business of such entity and such power as
such entity possessed to constitute a successor as an assignee of its interest
in the Partnership and to join with such assignee in making application to
substitute such assignee as a Limited Partner. However, such representative
shall not have the right to become a substituted Limited Partner in the place of
his predecessor in interest unless the conditions of this Article XIII (other
than the requirement that the assignor execute and acknowledge instruments) are
first satisfied.

        13.8    A General Partner may not assign his or its interest as a
General Partner to anyone other than the Partnership as provided in Article XII
of this Agreement.

        13.9    No assignment of any Interests may be made if the Interests
sought to be assigned, when added to the total of all other Interests assigned
within the period of 12 consecutive months prior to the proposed date of
assignment, would, in the opinion of counsel for the Partnership, result in the
termination of the Partnership under Section 708 of the Internal Revenue Code
of 1954, as amended.

        13.10   Any assignment, sale, exchange or other transfer in
contravention of any of the provisions of this Article XIII shall be void and
ineffectual, and shall not bind or be recognized by the Partnership.

                                  ARTICLE XIV

                                Indemnification

        14.1    No General Partner and no officer, director, partner, Affiliate
or assign of a General Partner shall be liable to the Partnership or any
Limited Partner for any loss or damage suffered by the Partnership or any
Limited Partner which arises out of any error in judgment or other action or
inaction not constituting negligence (gross or ordinary), fraud or breach of
fiduciary duty which was taken in good faith, in accordance with the exercise
of reasonable business judgment and pursuant to a determination that such
course of conduct was in the best interest of the Partnership. The Partnership
or its receiver or trustee shall indemnify, save harmless and pay all judgments
and claims against the General Partners (and each of them) or their officers,
directors, partners, Affiliates and assigns from any liability, loss or damage
incurred by them or by the Partnership by reason of any act performed or
omitted to be performed by them in connection with the activities of the
Partnership or in dealing with third parties on behalf of the Partnership,
including costs and attorneys' fees (which attorneys' fees may be paid as
incurred) and any amounts expended in the settlement of any claims of
liability, loss or damage, provided that such action was taken in good faith,
in accordance with the exercise of reasonable business judgment and pursuant to
a determination that such course of conduct was in the best interest of the
Partnership and did not constitute fraud, negligence (gross or ordinary) or
breach of fiduciary duty by such General Partner or such officer, director,
partner, Affiliate or assign and provided further that any such indemnification
shall be recoverable only from the assets of the Partnership and not from the
assets of the holders of Interests. Notwithstanding the foregoing, no
Affiliate will be indemnified or excused from liability under this Agreement in
connection with Partnership activities to the extent such Affiliate is
rendering contract services for which it receives a competitive fee. All
judgments against the Partnership and a General Partner, wherein a General
Partner is entitled to indemnification, must first be satisfied from
Partnership assets before a General Partner shall be responsible for such
obligations. The Partnership shall not pay for any insurance covering liability
of a General Partner or of officers, directors, partners, Affiliates and
assigns of a General Partner for actions or omissions for which indemnification
is not permitted hereunder; provided, however, that nothing contained herein
shall preclude the Partnership from purchasing and paying for such types of
insurance, including extended coverage liability and casualty and workmen's
compensation, as would be customary for any person owning comparable property
and engaged in a similar business or from naming a General Partner and any
Affiliate as additional

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