EXHIBIT 10.1

             2008 AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT

     THIS 2008 AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT ("Amendment"),
dated as of December 1, 2008 (the "Effective Date"), is made by JUSTICE
INVESTORS, a California partnership (the "Partnership"), PORTSMOUTH SQUARE,
INC., a California corporation ("Portsmouth" or "Managing General Partner"),
EVEN CORPORATION, formerly known as "Evon Garage Corporation", a California
corporation ("Evon" or "Co-General Partner") (Portsmouth and Evon, each a
"General Partner" and collectively, the "General Partners"), and the parties
listed on the signature pages of this Amendment (each a "Limited Partner" and
collectively, the "Limited Partners") (the General Partners and the Limited
Partners, each a "Partner" and collectively, the "Partners") (the Partnership
and the Partners, each a "Party" and collectively, the "Parties").

                               RECITALS

     A.  On July 10, 1967, certain Partners formed the Partnership by filing a
Certificate of Limited Partnership with the Office of the Recorder of the City
and County of San Francisco on July 10, 1967.  The Partners are subject to that
certain Limited Partnership Agreement dated July 10, 1967, as amended by that
certain Amended Limited Partnership Agreement dated March 20, 1968, as amended
by that certain Amended Limited Partnership Agreement dated January 1, 1979
("1979 Restated Agreement"), as amended by that certain Amendment of
Partnership Agreement dated as of June 27, 2005 ("2005 Amendment").  The
Partners agree that the 1979 Restated Agreement, as amended by the 2005
Amendment (collectively, the "Partnership Agreement") is the operative document
of the Partnership.

     B.  In or around 1983, Justice Enterprises, Inc., which was one of the two
original general partners, withdrew as a general partner and Evon was made a
general partner with Portsmouth.  Evon has been acting as the Managing General
Partner of the Partnership, and Portsmouth has been acting as the other General
Partner.

     C.  The Partnership is the owner of that certain real property located at
750 Kearny Street, San Francisco, California (the "Property"), on which a hotel
(the "Hotel") and a garage (the "Garage") are located.  The Hotel is currently
managed by Prism Hospitality, L.P., a Texas limited partnership ("Prism")
pursuant to that certain Management Agreement dated as of February 2, 2007, by
and between the Partnership and Prism (the "Hotel Management Agreement").  The
persons operating the Hotel are employees of a subsidiary of the Partnership.
The Garage is currently managed by Ace Parking Management, Inc. ("Ace")
pursuant to that certain Parking Facility Management Agreement dated as of
September, 1, 2005, by and between Evon and Ace, which was assigned to the
Partnership as of July 1, 2008 (the "Garage Management Agreement").  The
Partnership also leases portions of the Property to various tenants.  These
tenants include the Chinese Cultural Center, a spa and various antennae on the
roof of the Hotel.

     D.  The General Partners have determined that it will be beneficial to the
Partnership to modify the powers and duties of the General Partners so that
Portsmouth takes on Evon's former role as Managing General Partner and

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Evon takes on Portsmouth's former role as the other General Partner.  The
General Partners have therefore recommended to the Limited Partners that the
Partnership Agreement be amended to modify the management roles and
compensation of the General Partners.

     E.  The Partners desire to amend the Partnership Agreement pursuant to the
terms and conditions of this Amendment.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and the mutual provisions
contained in this Amendment, the Parties agree as follows:

                                 AGREEMENT

     1.  Managing General Partner; Co-General Partner.  The Partnership has two
General Partners.  Notwithstanding any contrary language in any prior
Partnership agreements, as of the Effective Date, the Managing General Partner
is Portsmouth (the "Managing General Partner") and the other General Partner is
Evon (the "Co-General Partner").

     2.  Partnership Office.  Each General Partner shall have access to the
office of the Partnership located at 750 Kearny Street, Room 502, San
Francisco, California 94108 ("Partnership Office") and the Property.  The
furniture, fixtures, and equipment currently located at the Partnership Office
shall remain the property of the Partnership.  At the sole cost of the
Partnership, each General Partner shall be provided with a computer terminal,
desk, file space, access to all Partnership office equipment, and incidental
assistance from the Partnership clerical staff as may be necessary to assist
such General Partner in the performance of such General Partner's duties.

     3.  Removal of a General Partner.  A General Partner may be removed only
upon the consent of at least seventy-five percent (75%) of the interests of the
Limited Partners.

     4.  Amendment of Partnership Agreement.  Amendments to the Partnership
Agreement may be made only upon the consent of the General Partners and at
least seventy five percent (75%) of the interests of the Limited Partners.

     5.  Purpose of Partnership.  Paragraph 4 of the Partnership Agreement is
hereby repealed and replaced with the following Paragraph 4:

         4.  Business of the Partnership.  The business of the Partnership is
         limited to the acquisition, development, management, operation,
         leasing and sale of the real property commonly known as the Hilton
         San Francisco Financial District in the City and County of San
         Francisco, California.  A description of said property is attached
         hereto, marked Exhibit "A", and made a part hereof.  The Partnership
         shall not engage in any other business or activity which is not
         directly or indirectly related to such primary purpose.

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     6.  Powers and Duties of the Partners.  Paragraph 9 of the Partnership
Agreement is hereby repealed and replaced with the following Paragraph 9:

         9.  Powers and Duties of the Partners.

         9.1  Powers and Duties of the Managing General Partner.  The
         Managing General Partner shall devote such time to the Partnership
         as shall be necessary to conduct the Partnership business.  Subject
         to the remaining provisions of this Agreement, the Managing General
         Partner shall be responsible for the management of the Partnership
         business and shall have all rights, powers and duties generally
         conferred by law or necessary, advisable or consistent in connection
         therewith, or in connection with the business of the Partnership.
         Without limiting the foregoing, and subject to any restrictions set
         forth in this Agreement (including, without limitation, any
         consulting and participation rights of Evon as set forth in
         subparagraph 9.3, the approval rights of Evon as set forth in
         subparagraph 9.4, and the requirements of subparagraph 9.5 as to the
         asset manager, the Managing General Partner shall have the following
         rights and obligations:

         9.1.1  Expenditures.  To expend the capital and revenues of the
         Partnership in furtherance of the Partnership business, in
         accordance with the budget approved by both General Partners.

         9.1.2  Agreements and Other Documents.  To enter into and carry out
         agreements of any kind and to do any and all other acts and things
         necessary, proper or convenient to carry out the Partnership
         purpose; and to prepare, execute, acknowledge, record, file and/or
         deliver any and all reports, instruments or documents and to take
         all actions, required or deemed necessary, reasonable or desirable
         by the Managing General Partner to effectuate any of the foregoing,
         to comply with requirements of applicable law or to comply with the
         provisions of this Agreement.

         9.1.3  Insurance.  To acquire and enter into any contract of
         insurance of any type which the Managing General Partner deems
         necessary or desirable for the protection of the Partnership, for
         the conversion of its assets, for compliance with loan covenants
         made by the Partnership, or for any purpose convenient or beneficial
         to the Partnership.

         9.1.4  Employment of Personnel.  To employ or engage persons in the
         operation and management of the Partnership business or assets,
         including but not limited to supervisory managing agents, building
         contractors, engineers, appraisers, insurance brokers, real estate
         brokers and loan brokers, on such terms and for such compensation as
         the Managing General Partner shall determine.

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         9.1.5  Investments.  To invest Partnership cash or, pending other
         investment in furtherance of the Partnership's purpose, the proceeds
         derived from the sale of Partnership interests, in United States
         Treasury obligations, prime quality commercial paper, certificates
         of deposit, deposit or other obligations of insured commercial
         banks, savings banks or savings and loan associations, or in any
         other similar interim investments; provided that such investments
         are generally considered to be safe, cash-equivalent liquid
         investments.  Partnership funds shall not be used to make any
         speculative investments or purchase any equity interests.

         9.1.7  Partnership Expenses.  To pay Partnership expenses (including
         expenses in connection with an audit or review of Partnership tax
         returns or a Partnership matter in a Partner's tax return) and to
         make all decisions relative to Partnership accounting, including
         without limitation, determining the source of Partnership
         Disbursements, and whether disbursements are to be made from
         Partnership operating income or from some other source such as
         Partnership reserves, proceeds from the sale of Partnership
         interests, or proceeds from the sale or refinancing of Partnership
         property.

         9.1.8  Reimbursable Expenses.  To be reimbursed by, or to charge,
         the Partnership for reasonable expenses incurred by the Managing
         General Partner on behalf of the Partnership, provided such expenses
         were included in the approved budget or are otherwise approved by
         the Co-General Partner.  The Managing General Partner will endeavor
         to have such Partnership expenses billed directly to the Partnership
         whenever feasible.  The foregoing notwithstanding, the Managing
         General Partner shall not charge to the Partnership, and shall
         reimburse the Partnership for, any legal, accounting or other costs
         incurred by the Managing General Partner or the Partnership due to
         requirements of the Managing General Partner (including but not
         limited to costs related to the public reporting and/or Sarbanes-
         Oxley requirements applicable to the Managing General Partner), but
         only to the extent those costs exceed the costs that would be
         incurred by the Partnership if the Managing General Partner had no
         such requirements.

         9.2  Duty to Cooperate with Co-General Partner.  In addition to its
         other obligations, the Managing General Partner shall inform and
         coordinate with the Co-General Partner as follows:

         9.2.1  Information.  The Managing General Partner has the obligation
         to inform Co-General Partner of all significant operational matters
         concerning the Partnership and the Property with enough time and
         sufficient detail to permit Co-General Partner to carry out and
         perform Co-General Partner's fiduciary duties as a General Partner.
         Specifically, and not by way of limitation, the Managing General
         Partner, directly or by direction to the Asset Manager (a) will
         prepare and deliver to Co-General Partner notices of any of the

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         matters set forth in subparagraph 9.4 (Decisions of Both General
         Partners) or joint decisions identified in subparagraph 9.5 (Asset
         Manager) within a reasonable time after learning of a matter
         requiring a joint decision;  (b) will provide Co-General Partner
         with timely and thorough copies of any reports received by the
         Managing General Partner about Hotel and Garage operations,
         including, without limitation, the results of audits, auditor's
         recommendation letters, financial projections, hotel management
         reports, proposed budgets, significant proposals to change a budget
         that has been previously adopted, materials prepared for meetings
         with the Managing General Partner, notices by any governmental
         entity, and any legal notices, which reports shall include the same
         level of detail as the reports that have been made available to the
         Managing General Partner; (c) will provide the Co-General Partner
         with complete copies of any written materials that Managing General
         Partner prepares concerning the Hotel and Garage operations,
         including meeting agendas and materials; (d)  upon request by Co-
         General Partner, will prepare and deliver to Co-General Partner
         reports concerning the Partnership, the Property and the operations
         of the Hotel and Garage within a reasonable time after such request;
         and (e) upon request by the Co-General Partner, will facilitate Co-
         General Partner's access to senior staff of the Hotel and Garage
         within a reasonable time after such request.

         9.2.2  Meetings.  The Managing General Partner shall meet with the
         Co-General Partner on at least a quarterly basis.  The Managing
         General Partner and the Co-General Partner shall set a schedule of
         regular meeting to facilitate the Co-General Partner's participation
         in management decisions which shall include, without limitation,
         decisions concerning budgets (including forecasts and other budget
         updates) and capital improvements.  The Managing General Partner
         will provide the Co-General Partner with reasonable advance notice
         of any meeting with the Asset Manager or the managers or operators
         of the Hotel and Garage, to the extent that those meetings relate to
         a change in senior staff of the Hotel or Garage or a material change
         (a) in Hotel or Garage operations or (b) in the use or management of
         the Property.

         9.3  Powers and Duties of the Co-General Partner.  The Co-General
         Partner shall devote such time to the Partnership as shall be
         necessary to conduct the Partnership business.  The Co-General
         Partner shall consult with the Managing General Partner and
         participate in decisions that require the consent of both General
         Partners, which are listed below in subparagraphs 9.4 and, as
         applicable, 9.5.  Without limiting the foregoing, and subject to the
         Managing General Partner's primary responsibility for the management
         of the Partnership's business, the Co-General Partner has the
         following obligations and express rights, as applicable, to
         participate in the following activities of the Partnership:

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         9.3.1.  Documents.  When required by the Partnership Agreement or
         applicable law, the Co-General Partner shall execute and deliver
         partnership documents on behalf of the Partnership in a timely
         fashion.

         9.3.2  Service Providers.  The Co-General Partner has the right to
         participate (through oversight and consultation) in supervising and
         evaluating the work of all persons necessary to provide services for
         the management and operation of the Hotel and Garage and, as set
         forth in subparagraphs 9.4.1 below, to participate in making
         decisions concerning the employment of senior Hotel and Garage
         staff.

         9.3.3  Reports.  The Co-General Partner shall have the right to
         participate (through oversight and consultation) in preparing or
         causing to be prepared all reports to be provided to the Partners or
         lenders on a monthly, quarterly, or annual basis consistent with the
         requirements of this Agreement.

         9.3.4  Coordination.  The Co-General Partner shall have the right to
         participate (through oversight and consultation) in coordinating all
         present and future development, construction, or rehabilitation of
         the Property.

         9.3.5  Compliance.  The Co-General Partner shall have the right to
         assist the Managing General Partner in monitoring compliance with
         all government regulations and files and to assist in supervising
         the filing of all required documents with government agencies in a
         timely fashion.

         9.3.6  Communications with Managers.  Except as prohibited or
         otherwise restricted by the Hotel Management Agreement, the Garage
         Management Agreement, other written agreements between the
         Partnership and a manager or lessee of a portion of the Property or
         of the business of the Partnership and any and all successor
         agreements, the Co-General Partner shall have the right to
         communicate directly with senior staff of the Hotel and Garage and
         to request and to receive the same information from such persons as
         is provided by them to the Managing General Partner.

         9.3.7  Reimbursable Expenses.  To be reimbursed by, or to charge,
         the Partnership for reasonable expenses incurred by the Co-General
         Partner on behalf of the Partnership, provided such expenses were
         included in the approved budget or are otherwise approved by the
         Managing General Partner.  The Co-General Partner will endeavor to
         have such Partnership expenses billed directly to the Partnership
         whenever feasible.  The foregoing notwithstanding, the Co-General
         Partner shall not charge to the Partnership, and shall reimburse the
         Partnership for, any legal, accounting or other costs incurred by
         the Co-General Partner or the Partnership due to requirements of the
         Co-General Partner, but only to the extent those costs exceed the
         costs that would be incurred by the Partnership if the Co-General
         Partner had no such requirements.

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         9.4  Decisions of Both General Partners.  Notwithstanding any other
         provision of this Agreement to the contrary, the following matters,
         as well as any joint decisions related to the Asset Manager
         identified in subparagraph 9.5, require the approval of both the
         Managing General Partner and the Co-General Partner in a timely
         fashion:

         9.4.1  Senior Hotel and Garage Managers.  To determine the duties
         of, to engage, to retain, and/or to terminate the employment of the
         Hotel's General Manager and the Garage's senior manager;

         9.4.2  Hotel and Garage Agreements.  To enter into, amend or
         terminate the Hotel Management Agreement or Garage Management
         Agreement and any subsequent management agreements relating to the
         Hotel and Garage;

         9.4.3  Leasing Decisions.  To enter into, amend or terminate any
         lease of any portion of the Property;

         9.4.4  Legal Matters.  To initiate or undertake any legal action, to
         confess any judgment against the Partnership or to settle any legal
         matter for an amount in excess of ten thousand dollars ($10,000.00);

         9.4.5  New Partners.  To admit any person as a General Partner or a
         Limited Partner, except as permitted by Paragraph 17 of this
         Agreement;

         9.4.6  Bankruptcy, Etc.   To file a bankruptcy case, to execute or
         deliver any assignment for the benefit of the creditors of the
         Partnership, or otherwise take any act or action to seek protection
         from the Partnership's creditors;

         9.4.7  Transfer of General Partner Interest.  To transfer a General
         Partner's interest as the General Partner in the Partnership, except
         as permitted in this Agreement;

         9.4.8  Borrowing.  To borrow money from any lender, including any
         Partner; to mortgage or subject to any other security device any
         portion of the Property or any other property of the Partnership; to
         obtain replacements of any mortgage or other security device; and to
         prepay in whole or in part, refinance, increase, modify, consolidate
         or extend any mortgage or other security device, all of the
         foregoing on such terms, in such amounts and by such means
         identified in such security devices or modifications thereto;

         9.4.9  Appraisals.  To approve the draft of any appraisal of the
         Partnership or the Property;

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         9.4.10  Budgets.  To approve the annual budgets for the Hotel, the
         Garage and the Partnership, including, without limitation, capital
         improvements, reserves and partnership distributions, insurance
         coverage, material contracts and expenditures, and engagement of
         consultants, and any revisions or reforecasts thereto;

         9.4.11  Reserves and Distributions.  To establish cash reserves for
         contingencies and to make distributions of Partnership income in
         accordance with Paragraph 13 of the Partnership Agreement, provided,
         however, that the General Partners may jointly elect not to make a
         distribution in any calendar quarter if they reasonably determine
         that by doing so the Partnership would not be able to maintain
         adequate reserves;

         9.4.12  Development, Construction or Rehabilitation.  To approve
         major decisions concerning the present or future development,
         construction or rehabilitation of the Property;

         9.4.13  Non-Recurring Expenditures.  To approve any non-recurring
         expenditure or contract in excess of twenty thousand dollars
         ($20,000);

         9.4.14  Modifications.  To approve any modification of a non-
         recurring expenditure or contract in excess of ten thousand dollars
         ($10,000); and

         9.4.15  Tax Elections.  To make elections (or revocations thereof)
         under federal or state tax law.

         9.5  Asset Manager.  The Partners agree as follows with respect to
         the asset manager engaged by the Partnership to oversee the Property
         and the day-to-day operations of the Partnership (including any
         service providers engaged in the future to perform any of the
         functions currently being performed by the Asset Manager) (the
         "Asset Manager"):

         9.5.1  Partnership Employee.   The Asset Manager will be employed by
         the Partnership, rather than by either of the General Partners, and
         may not be an employee or director of either of the General Partners
         unless the other General Partner gives its consent.

         9.5.2  Employment of Asset Manager.  The Managing General Partner
         will be responsible for interviewing candidates, negotiating and
         recommending compensation agreements and employment terms
         commensurate with the Asset Manager's job description and with
         industry standards, and for making recommendations as to hiring and
         compensation decisions.  Decisions to determine or change the duties
         or compensation of, to engage, to retain, and/or to terminate the
         employment of the Asset Manager will be made by mutual consent of
         both General Partners.  The General Partners have agreed to hire
         Geoffrey M. Palermo as the initial Asset Manager on such terms and
         for such compensation as the General Partners shall jointly
         determine.

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         9.5.3  Supervision and Evaluation.  The Managing General Partner
         shall have the obligation to supervise and evaluate the work of the
         Partnership's Asset Manager, and the Co-General Partner shall have
         the right to assist the Managing General Partner in such supervision
         and evaluation.

         9.5.4  Communication with Co-General Partner.  The Co-General
         Partner shall have the right to communicate directly with the Asset
         Manager and to receive the same information from the Asset Manager
         as is provided by the Asset Manager to the Managing General Partner.

         9.6  Management Decisions.  With respect to the management, conduct
         and operation of the Partnership business, and subject to the
         exceptions set forth in subparagraph 9.4 (Decisions of Both General
         Partners) and, as applicable, subparagraph 9.5 (Asset Manager), the
         decisions of the Managing General Partner shall prevail.

     7.  General Partner Compensation.  Paragraph 10 of the 1979 Restated
Agreement is hereby repealed and replaced with the following Paragraph 10:

         10.The General Partners shall be entitled to receive reasonable
         compensation for services rendered to the Partnership consistent
         with past practices.  The General Partners are hereby authorized to
         enter into a Compensation Agreement for the purpose of setting the
         compensation that the General Partners shall be entitled to receive.
         The Compensation Agreement may be amended, modified and restated by
         agreement of the General Partners.  In the event that there is only
         one (1) General Partner, the Compensation Agreement may be amended
         only with approval of at least seventy-five percent (75.0 %) of the
         interests of the Limited Partners.

     8.  Resolution of Disputes.  Paragraph 11 of the Partnership Agreement is
hereby repealed and replaced with the following Paragraph 11:

         11.  Resolution of Disputes.

         11.1  Mediation.  If a dispute, controversy or claim:  (i) occurs,
         in law or in equity; (ii) involves any of the Parties; and (iii)
         arises under, out of, in connection with, or in relation to the
         Partnership, the Property, this Agreement, any amendments to this
         Agreement or a breach of this Agreement, the disputing Parties agree
         first to try in good faith to settle the dispute by mediation under
         the mediation rules of JAMS or its successor organization before
         resorting to arbitration.  The disputing Parties agree that
         mediation shall be completed within thirty (30) days of a
         notification of a dispute, unless otherwise agreed by such Parties
         in writing.

         11.2  Arbitration of Disputes.  If the mediation provided by
         subparagraph 11.1 (Mediation) under the time period provided under
         subparagraph 11.1 (Mediation) does not resolve the dispute, the
         disputing Parties agree that neutral binding arbitration shall

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         decide and settle such dispute.  The disputing Parties agree to hold
         the arbitration in San Francisco, California, and to follow the
         rules then applicable of JAMS or its successor organization.  The
         disputing Parties agree that the arbitration shall be completed
         within one hundred twenty (120) days of the completion of the
         mediation under subparagraph 11.1 (Mediation).

         11.2.1  Selection of Arbitrators.  The disputing Parties shall
         select one (1) neutral arbitrator in accordance with the rules of
         JAMS.  The arbitrator shall have significant experience in
         commercial real estate and management matters.

         11.2.2  Decision of Arbitrator.  The disputing Parties shall have a
         mandatory pre-hearing document exchange.  The arbitrator shall issue
         a written decision which does not need to be a reasoned award.  The
         decision in writing of the arbitrator shall be final and binding on
         each and all of the Parties. Judgment may be entered on such award
         in any court having jurisdiction thereof.

         11.3  Injunctive Relief and Remedies to Enforce Arbitration and
         Mediation.  The Parties recognize that each Party will have no
         adequate remedy at law for breach by any of the other Party of any
         of the agreements contained in this Agreement and, in the event of
         any such breach, the Parties agree and consent that any of the other
         Parties shall be entitled to a judicial decree of specific
         performance, mandamus or other appropriate remedy to enforce this
         Agreement.  The filing of a judicial action to enable the recording
         of a notice of pending action, order of attachment, receivership,
         injunction or other provisional remedy, shall not constitute a
         waiver of the right to mediate or arbitrate under this Agreement.
         In no event shall a Party have the right to demand mediation or
         arbitration after the date when institution of legal or equitable
         proceedings based on such claim, dispute or other matter in question
         would be barred by the applicable statute of limitations.  This
         agreement to mediate or arbitrate shall be specifically enforceable
         under the prevailing mediation and arbitration laws.

         11.4  Legal Fees and Costs.  Notwithstanding any contrary language
         in any prior documents relating to the management and operations of
         the Partnership or the compensation of the Partnership's General
         Partners,  any legal fees and costs arising out of any dispute,
         controversy or claim of the type described in subparagraph 11.1
         above shall be borne by the party that incurred such fees and costs.

     9.  Limited Partnership Interest Transfers.  Paragraph 17 of the
Partnership Agreement is hereby repealed and replaced with the following
Paragraph 17:

         17.  Limited Partnership Interest Transfers.  The interest of a
         Limited Partner is transferable (including transfers to a Permitted
         Transferee) only with the consent of both General Partners, which

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         consent shall not be unreasonably withheld.  For purposes of this
         Paragraph 17, a "Permitted Transferee" is:  (i) the spouse or member
         of the family of the Limited Partner; (ii) a custodian, trustee
         (including a trustee of a voting trust), executor, or other
         fiduciary for the account of the Limited Partner, the spouse of the
         Limited Partner or members of the family of the Limited Partner; or
         (iii) a trust for the benefit of the Limited Partner.

         17.1  Representations by Portsmouth and Proposed Transferee.  When
         any transfer of a Limited Partner interest is proposed (other than a
         transfer to a Permitted Transferee), Portsmouth and the Proposed
         Transferee each shall separately provide the Partnership and Evon
         with affirmative written representations (a) that to the knowledge
         of the party making the representation, the proposed transferee is
         not an Affiliate of Portsmouth  (b) that the party making the
         representation has not entered into and it does not presently intend
         to enter into any agreement by which such interest will be
         transferred to Portsmouth, or an Affiliate of Portsmouth, and (c)
         that the party making the representation is not aware of any other
         reason that the proposed transfer reasonably could result in a
         Material Reassessment of the Property. For purposes of this
         Paragraph 17, an "Affiliate" of Portsmouth is any party that is 50%
         or more owned by Portsmouth or any Affiliate of Portsmouth.

         17.2  Withholding Consent.  Within ten business (10) days after
         Portsmouth and the Proposed Transferee have delivered the written
         representation described in Paragraph 17.1, either General Partner
         may withhold consent to a proposed transfer of a Limited Partner
         interest.  The non-consenting General Partner shall provide, at the
         time such consent is withheld, a written explanation to the other
         General Partner specifying in reasonable detail (including specific
         citations to applicable legal authority and factual evidence) the
         reasons why consent was withheld.  The written explanation will also
         include any specific information that the non-consenting General
         Partner reasonably needs in order to provide its approval.  The
         withholding of consent is not unreasonable if the objecting General
         Partner reasonably believes that the proposed transfer would
         materially harm the Partnership or the Property or if the  proposed
         transfer reasonably could result in a Material Reassessment of the
         Property. "Material Reassessment of the Property" shall mean that as
         a result of the proposed transfer, the Property is subject to
         reassessment and that such reassessment would result in a material
         increase in property taxes assessed against the Property that are
         payable by the Partnership in any year or years.

         17.3  Material Reassessment Risk.  If a General Partner withholds
         consent to a proposed transfer on grounds that a Material
         Reassessment of the Property reasonably could result, the refusal of
         such General Partner to consent to the proposed transfer shall be
         reasonable unless the proposed transferee or the other General

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         Partner has provided to the objecting General Partner written
         materials (including specific citations to applicable legal authority
         and factual evidence) reasonably satisfactory to the objecting
         General Partner demonstrating that the proposed transfer will not
         result in a Material Reassessment of the Property.  In the event that
         such written materials are delivered to the objecting General
         Partner, the consent of the objecting General Partner shall be
         presumed to have been given unless, within ten business (10) days
         after receipt of such written materials, the objecting General
         Partner notifies the other General Partner of its continuing
         objection.  In such event, either General Partner may pursue dispute
         resolution as provided in Paragraph 11 of the Partnership Agreement.

         17.4  New Partners to Be Bound by Partnership Agreement.
         Notwithstanding any other provision in the Partnership Agreement, a
         transferee shall be admitted as a Limited Partner only upon the
         transferee's agreement to being bound by the terms of this
         Partnership Agreement.

         17.5  Assignment of Distribution Rights.  Notwithstanding any other
         provision in the Partnership Agreement, each Limited Partner shall
         have the right to assign his, her or its right to distributions from
         the partnership.

         17.6  Examination Rights.  Each Partner shall have the right to
         examine the books and records of the Partnership upon reasonable
         notice to the General Partners.

     10. Partnership Interests.  Updated schedules of the percentage ownership
interests of all Partners are attached hereto as Exhibit B, replacing Exhibit B
to the 1979 Restated Agreement and Exhibits A, B and C to the 2005 Amendment.

     11. Conflict Between Documents.  In the event of a conflict between the
Partnership Agreement and this Amendment, the Partners agree that this
Amendment shall control.

                                    12
<PAGE>

     12. Partnership Documents.   Except as expressly set forth herein, all
provisions of the Partnership Agreement remain in full force and effect.   The
General Partners Compensation Agreement dated as of February 23, 2006, has been
replaced as of the Effective Date by the General Partners Compensation
Agreement of even date herewith.

     IN WITNESS WHEREOF, the Partners have caused this Amendment to be executed
as of the Effective Date.


"MANAGING GENERAL PARTNER"                      "CO-GENERAL PARTNER"

PORTSMOUTH SQUARE, INC.                         EVON CORPORATION
a California corporation                        a California corporation

By: /s/ Michael G. Zybala                       By: /s/ Charles H. Evans, Jr.
    ---------------------                           -------------------------
    MICHAEL G. ZYBALA,                              CHARLES H. EVANS, JR.,
    Vice President                                  Chairman of the Board

                                                By: /s/ Roger A. Smith
                                                    -------------------------
                                                    ROGER A. SMITH,
                                                    Secretary

                                    12


[Exhibits and limited partner signature pages omitted]