EXHIBIT 10.3


                      SECOND AMENDED AND RESTATED AGREEMENT

                             OF LIMITED PARTNERSHIP





                                       OF





                             OCWEN PARTNERSHIP, L.P.




<PAGE>


                                TABLE OF CONTENTS


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


ARTICLE II     PARTNERSHIP CONTINUATION AND IDENTIFICATION.....................6

         2.01. Continuation....................................................6
         2.02. Name, Office and Registered Agent...............................6
         2.03. Partners........................................................6
         2.04. Term and Dissolution............................................6
         2.05. Filing of Certificate and Perfection of Limited Partnership.....7
         2.06. Certificates Describing Partnership Units.......................7

ARTICLE III    BUSINESS OF THE PARTNERSHIP.....................................7


ARTICLE IV     CAPITAL CONTRIBUTIONS AND ACCOUNTS..............................8

         4.01. Capital Contributions...........................................8
         4.02. Additional Capital Contributions and Issuances of
                 Additional Partnership Interests..............................8
         4.03. Additional Funding.............................................11
         4.04. Capital Accounts...............................................11
         4.05. Percentage Interests...........................................11
         4.06. No Interest on Contributions...................................11
         4.07. Return of Capital Contributions................................11
         4.08. No Third-Party Beneficiary.....................................12

ARTICLE V      PROFITS AND LOSSES; DISTRIBUTIONS..............................12

         5.01. Allocation of Profit and Loss..................................12
         5.02. Distribution of Cash...........................................14
         5.03. REIT Distribution Requirements.................................15
         5.04. Distributions in Kind..........................................15
         5.05. Limitations on Return of Capital Contributions.................15
         5.06. Distributions Upon Liquidation.................................15
         5.07. Substantial Economic Effect....................................15

ARTICLE VI     RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER..........16

         6.01. Management of the Partnership..................................16
         6.02. Delegation of Authority........................................19
         6.03. Indemnification and Exculpation of Indemnitees.................19
         6.04. Liability of the General Partner...............................20
         6.05. Reimbursement of General Partner...............................21

                                      -i-

<PAGE>

         6.06. Outside Activities.............................................21
         6.07. Employment or Retention of Affiliates..........................22
         6.08. General Partner Participation..................................22
         6.09  Title to Partnership Assets....................................22
         6.10. [Intentionally Omitted]........................................22

ARTICLE VII    CHANGES IN GENERAL PARTNER.....................................23

         7.01.  Transfer of the General Partner's Partnership Interest........23
         7.02.  Admission of a Substitute or Additional General Partner.......24
         7.03.  Effect of Bankruptcy, Withdrawal, Death
                  or Dissolution of a General Partner.........................25
         7.04.  Removal of a General Partner..................................26

ARTICLE VIII    RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS................27

         8.01.  Management of the Partnership.................................27
         8.02.  Power of Attorney.............................................27
         8.03.  Limitation on Liability of Limited Partners...................27
         8.04.  Ownership by Limited Partner of Corporate
                  General Partner or Affiliate................................27
         8.05.  Exchange Right................................................27
         8.06.  Registration..................................................29

ARTICLE IX      TRANSFER OF LIMITED PARTNERSHIP INTERESTS.....................30

         9.01.  Purchase for Investment.......................................30
         9.02.  Restrictions on Transfer of Limited Partnership Interests.....30
         9.03.  Admission of a Substitute Limited Partner.....................32
         9.04.  Rights of Assignees of Partnership Interests..................33
         9.05.  Effect of Bankruptcy, Death, Incompetence or
                  Termination of a Limited Partner............................33
         9.06.  Joint Ownership of Interests..................................33

ARTICLE X       BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS....................34

         10.01. Books and Records.............................................34
         10.02. Custody of Partnership Funds; Bank Accounts...................34
         10.03. Fiscal and Taxable Year.......................................34
         10.04. Annual Tax Information and Report.............................34
         10.05. Tax Matters Partner; Tax Elections;
                  Special Basis Adjustments...................................35
         10.06. Reports to Limited Partners...................................35

ARTICLE XI      AMENDMENT OF AGREEMENT; MERGER................................36

ARTICLE XII     GENERAL PROVISIONS............................................36

         12.01. Notices.......................................................36
         12.02. Survival of Rights............................................36

                                      -ii-
<PAGE>

         12.03. Additional Documents..........................................36
         12.04. Severability..................................................37
         12.05. Entire Agreement..............................................37
         12.06. Pronouns and Plurals..........................................37
         12.07. Headings......................................................37
         12.08. Counterparts..................................................37
         12.09. Governing Law................................................ 37


EXHIBITS

EXHIBIT A -- Partners, Capital Contributions and Percentage Interests

EXHIBIT B -- Notice of Exercise of Exchange Right



                                     -iii-
<PAGE>

                      SECOND AMENDED AND RESTATED AGREEMENT
                             OF LIMITED PARTNERSHIP

                                       OF

                             OCWEN PARTNERSHIP, L.P.

                                    RECITALS

         Ocwen  Partnership,  L.P. (the  "Partnership")  was formed as a limited
partnership  under  the  laws of the  Commonwealth  of  Virginia  pursuant  to a
Certificate of Limited  Partnership filed with the State Corporation  Commission
of Virginia  effective as of March 3, 1997. This Amended and Restated  Agreement
of Limited  Partnership  is entered into this 17th day of  February,  1998 among
Ocwen General,  Inc., a Virginia  corporation (the "General  Partner"),  and the
Limited Partners set forth on Exhibit A hereto,  for the purpose of amending and
restating  the Amended and  Restated  Agreement of Limited  Partnership  and the
Limited Partnership Agreement (together, the "Initial Agreement").

                                    AGREEMENT

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

                                    ARTICLE I

                                  DEFINED TERMS

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

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

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

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

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

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

                                       1

<PAGE>

of the power to direct or cause the direction of the  management and policies of
such Person, through the ownership of voting securities or partnership interests
or otherwise.

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

"AGREEMENT" means this Amended and Restated Agreement of Limited Partnership.

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

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

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

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

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

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

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

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

"CONVERSION  FACTOR" means 1.0, PROVIDED THAT, (a) in the event that the Company
(i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or
makes a  distribution  to all  holders of its  outstanding  REIT  Shares in REIT
Shares,  (ii)  subdivides  its  outstanding  REIT Shares,  or (iii) combines its
outstanding  REIT Shares into a smaller  number of REIT Shares,  the  Conversion
Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the
numerator of which shall be the number of REIT Shares issued and  outstanding on
the record date for such  dividend,  distribution,  subdivision  or  combination
(assuming for such purposes that such  dividend,  distribution,  subdivision  or
combination has occurred as of such time), and the denominator of which shall be
the actual  number of REIT  Shares  (determined  without  the above  assumption)
issued  and  outstanding  on such date;  and (b) in the event  that the  Company
declares or pays a dividend or other distribution on its outstanding REIT Shares
(other than (A) cash dividends  payable in the ordinary  course of the Company's
business or (B) dividends payable in REIT Shares that give rise to an adjustment
in the Conversion  Factor under subsection (a) hereof) and the Value of the REIT
Shares on the 20th trading day  following  the record date  ("Record  Date") for
such dividend or distribution (the  "Post-Distribution  Value") is less than the
Value of the REIT Shares on the Business Day  immediately  preceding such Record
Date (the "Pre-Distribution  Value"), then the Conversion Factor in effect after
the Record Date shall be adjusted by multiplying the Conversion Factor in effect
prior  to  the  Record  Date  by a  fraction,  the  numerator  of  which  is the
Pre-Distribution  Value and the  denominator  of which is the  Post-Distribution
Value,  PROVIDED,  HOWEVER, that no adjustment shall be made if (x) with respect
to  any  cash  dividend  or  distribution  with  respect  to  REIT  shares,  the
Partnership distributes with respect to each Partnership Unit an amount equal to
the amount of such dividend or distribution  multiplied by the Conversion Factor
or (y) with respect to any dividend or

                                       2
<PAGE>

distribution  of  securities  or  property  other  than  cash,  the  Partnership
distributes  with respect to each  Partnership  Unit an amount of  securities or
other property equal to the amount  distributed  with respect to each REIT share
multiplied by the Conversion  Ratio or a partnership  interest or other security
readily  convertible  into such securities or other property.  Any adjustment to
the Conversion  Factor shall become  effective  immediately  after the effective
date of such event  retroactive  to the record  date,  if any,  for such  event;
PROVIDED,  HOWEVER,  that if the Company receives a Notice of Exchange after the
record date,  but prior to the effective  date of such  dividend,  distribution,
subdivision or combination,  the Conversion Factor shall be determined as if the
Company had received the Notice of Exchange immediately prior to the record date
for such dividend, distribution, subdivision or combination.

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

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

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

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

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

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

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

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

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

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

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

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

"NASDAQ" means the Nasdaq Stock Market.

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

                                       3
<PAGE>

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

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

"PARTNER" means any General Partner or Limited Partner.

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

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

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

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

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

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

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

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

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

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

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

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

"REIT  EXPENSES"  means (i) costs and  expenses  relating to the  formation  and
continuity  of  existence  and  operation  of the Company  and any  Subsidiaries
thereof,  including Ocwen General,  Inc. (which Subsidiaries shall, for purposes
hereof, be included within the definition of Company), including taxes, fees and
assessments associated therewith, any and all costs, expenses or fees payable to
any  director,  officer,  or employee of the  Company,  (ii) costs and  expenses
relating to any public  offering and  registration  of securities by the Company
and all statements,  reports,  fees and expenses incidental thereto,  including,
without limitation, underwriting discounts and selling commissions applicable to
any such offering of securities,  and any costs and expenses associated with any
claims made by any holders of such  securities or any  underwriters or placement
agents thereof,  (iii) costs and expenses  associated with any repurchase of any
securities  by  the  Company,  (iv)  costs  and  expenses  associated  with  the
preparation  and filing of any periodic or other reports and  communications  by
the Company under federal, state or local laws or regulations, including filings
with the  Commission,  (v) costs and expenses  associated with compliance by the

                                       4
<PAGE>

Company with laws,  rules and  regulations  promulgated by any regulatory  body,
including the Commission and any  securities  exchange,  (vi) costs and expenses
associated  with any  401(k)  plan,  incentive  plan,  bonus  plan or other plan
providing for  compensation  for the  employees of the Company,  (vii) costs and
expenses  incurred by the  Company  relating  to any  issuing or  redemption  of
Partnership Interests, and (viii) all other operating or administrative costs of
the Company  incurred in the ordinary  course of its business on behalf of or in
connection with the Partnership.

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

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

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

"SERVICE" means the Internal Revenue Service.

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

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

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

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

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

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

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

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

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

                                       5
<PAGE>

good  faith  on the  basis  of  such  quotations  and  other  information  as it
considers, in its reasonable judgment, appropriate.

                                   ARTICLE II

                   PARTNERSHIP CONTINUATION AND IDENTIFICATION

         2.01.    CONTINUATION.

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

         2.02.    NAME, OFFICE AND REGISTERED AGENT.

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

         2.03.    PARTNERS.

         The  General  Partner of the  Partnership  is Ocwen  General,  Inc.,  a
Virginia corporation. Its principal place of business is the same as that of the
Partnership.

         The Limited  Partners are those Persons  identified as Limited Partners
on Exhibit A hereto, as amended from time to time.

         2.04.    TERM AND DISSOLUTION.

         The term of the  Partnership  shall  continue  in full force and effect
until December 31, 2050, except that the Partnership shall be dissolved upon the
first to occur of any of the following events:

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

                           The  passage  of 90 days  after  the  sale  or  other
                  disposition of all or  substantially  all of the assets of the
                  Partnership  (PROVIDED  THAT if the  Partnership  receives  an
                  installment obligation as consideration for such sale or other

                                       6
<PAGE>

                  disposition,  the Partnership  shall  continue,  unless sooner
                  dissolved under the provisions of this  Agreement,  until such
                  time as such note or notes are paid in full);

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

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

         Upon  dissolution  of  the  Partnership  (unless  the  business  of the
Partnership  is  continued  pursuant  to Section  7.03(b)  hereof),  the General
Partner (or its  trustee,  receiver,  successor or legal  representative)  shall
amend or cancel the Certificate and liquidate the Partnership's assets and apply
and  distribute  the proceeds  thereof in  accordance  with Section 5.06 hereof.
Notwithstanding  the foregoing,  the liquidating  General Partner may either (i)
defer  liquidation of, or withhold from  distribution for a reasonable time, any
assets  of  the   Partnership   (including   those   necessary  to  satisfy  the
Partnership's  debts and  obligations),  or (ii)  distribute  the  assets to the
Partners in kind.

         2.05.    FILING OF CERTIFICATE AND PERFECTION OF LIMITED PARTNERSHIP.

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

         2.06.    CERTIFICATES DESCRIBING PARTNERSHIP UNITS.

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

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

                                   ARTICLE III

                           BUSINESS OF THE PARTNERSHIP

         The  purpose  and  nature  of  the  business  to be  conducted  by  the
Partnership  is (i) to conduct any business that may be lawfully  conducted by a
limited partnership organized pursuant to the Act, PROVIDED,  HOWEVER, that such
business  shall be  limited to and  conducted  in such a manner as to permit the
Company at all times to qualify as a REIT,  unless the Company  otherwise ceases
to qualify as a REIT, (ii) to enter into any partnership, joint venture or other
similar  arrangement  to  engage in any of the  foregoing  or the  ownership  of
interests in any entity engaged in any of the foregoing and (iii) to do anything
necessary or incidental to the foregoing. In connection with the foregoing,

                                       7
<PAGE>

and without limiting the Company's right in its sole and absolute  discretion to
cease qualifying as a REIT, the Partners  acknowledge that the Company's current
status as a REIT and the  avoidance  of income and excise  taxes on the  Company
inures  to the  benefit  of all the  Partners  and not  solely  to the  Company.
Notwithstanding  the foregoing,  the Limited Partners agree that the Company may
terminate  its  status as a REIT  under the Code at any time to the full  extent
permitted under its Amended and Restated Articles of Incorporation.  The General
Partner  shall also be empowered to do any and all acts and things  necessary or
prudent to ensure that the  Partnership  will not be  classified  as a "publicly
traded partnership" for purposes of Section 7704 of the Code.

                                   ARTICLE IV

                       CAPITAL CONTRIBUTIONS AND ACCOUNTS

         4.01.    CAPITAL CONTRIBUTIONS.

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

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

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

                  Issuances of Additional Partnership Interests.

                           GENERAL.  The General Partner is hereby authorized to
                  cause the  Partnership  to issue such  additional  Partnership
                  Interests in the form of Partnership Units for any Partnership
                  purpose  at any  time or from  time to time,  to the  Partners
                  (including  the General  Partner and the  Company) or to other
                  Persons  for  such   consideration   and  on  such  terms  and
                  conditions as shall be established  by the General  Partner in
                  its sole and absolute discretion,  all without the approval of
                  any Limited  Partners.  Any additional  Partnership  Interests
                  issued thereby may be issued in one or more classes, or one or
                  more series of any of such  classes,  with such  designations,
                  preferences  and  relative,  participating,  optional or other
                  special rights,  powers and duties,  including rights,  powers
                  and duties  senior to Limited  Partnership  Interests,  all as
                  shall be  determined  by the  General  Partner in its sole and
                  absolute  discretion  and without the  approval of any Limited
                  Partner,   subject  to  Virginia   law,   including,   without
                  limitation,  (i)  the  allocations  of  items  of  Partnership
                  income, gain, loss, deduction and credit to each such class or
                  series of Partnership  Interests;  (ii) the right of each such
                  class  or  series  of   Partnership   Interests  to  share  in
                  Partnership  distributions;  and (iii) the rights of each such
                  class or series of Partnership  Interests upon dissolution and
                  liquidation of the  Partnership;  PROVIDED,  HOWEVER,  that no
                  additional  Partnership  Interests  shall  be  issued  to  the
                  General Partner or the Company unless:

                                    (A) the additional Partnership Interests are
                           issued in connection  with an issuance of REIT Shares
                           of or other interests in the Company,

                                       8
<PAGE>

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

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

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

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

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

                                       9
<PAGE>

                  without   limitation,   the   issuance   of  REIT  Shares  and
                  corresponding  Partnership Units pursuant to an employee share
                  purchase plan providing for employee  purchases of REIT Shares
                  at a discount from fair market value or employee stock options
                  that have an exercise  price that is less than the fair market
                  value of the REIT Shares, either at the time of issuance or at
                  the time of  exercise,  and (y) the  Company  contributes  all
                  proceeds from such  issuance,  directly or through the General
                  Partner,  to the  Partnership.  For example,  in the event the
                  Company  issues  REIT  Shares  for a cash  purchase  price and
                  contributes all of the proceeds of such issuance, directly and
                  through the General  Partner,  to the  Partnership as required
                  hereunder, the General Partner and the Company, as the Company
                  may so  designate,  shall be  issued a  number  of  additional
                  Partnership  Units  equal to the  product of (A) the number of
                  such REIT Shares issued by the Company,  the proceeds of which
                  were  so  contributed,  multiplied  by  (B)  a  fraction,  the
                  numerator of which is 100%,  and the  denominator  of which is
                  the   Conversion   Factor  in  effect  on  the  date  of  such
                  contribution.

                  CERTAIN DEEMED  CONTRIBUTIONS  OF PROCEEDS OF ISSUANCE OF REIT
SHARES. In connection with any and all issuances of REIT Shares, the Company and
the General Partner, as the Company determines, shall make Capital Contributions
to the  Partnership  of the proceeds  therefrom,  PROVIDED  THAT if the proceeds
actually  received  and  contributed  by the  Company,  directly  or through the
General  Partner,  are less than the gross proceeds of such issuance as a result
of any  underwriter's  discount or other expenses paid or incurred in connection
with such issuance,  then the General Partner and the Company shall be deemed to
have made Capital  Contributions  to the Partnership in the aggregate  amount of
the  gross  proceeds  of such  issuance  and the  Partnership  shall  be  deemed
simultaneously  to have paid such offering  expenses in accordance  with Section
6.05  hereof  and  in  connection  with  the  required  issuance  of  additional
Partnership  Units to the  General  Partner  and the  Company  for such  Capital
Contributions pursuant to Section 4.02(a) hereof.

                  In the event the  Company  purchases  any REIT Shares or other
shares of any class of the Company's  capital  stock,  then the General  Partner
shall  cause the  Partnership  to purchase a number of  Partnership  Units held,
directly or indirectly,  by the Company, as the Company may designate,  equal to
the  quotient of the number of such REIT Shares or such shares of the  Company's
capital  stock divided by the  Conversion  Factor and on the same terms that the
Company  exchanged  such REIT  Shares or such  shares of the  Company's  capital
stock.  Moreover,  if the Company  makes a cash  tender  offer or other offer to
acquire REIT Shares or other shares of any class of the Company's capital stock,
then the General  Partner shall cause the  Partnership  to make a  corresponding
offer to the Company, or the direct or indirect  subsidiaries  through which the
Company holds  Partnership  Units,  as the Company may designate,  to acquire an
equal number of Partnership Units held, directly or indirectly,  by the Company.
In the event  any REIT  Shares  or other  shares  of any class of the  Company's
capital  stock are  acquired  by the  Company  pursuant  to such tender or other
offer, the Partnership  shall purchase an equivalent number of Partnership Units
held, directly or indirectly,  by the Company, as the Company may designate, for
an equivalent  purchase price based on the application of the Conversion Factor.
Lastly,  if the Company  shall  repurchase  any REIT Shares or any shares of any
class of the

                                       10
<PAGE>


Company's  capital  stock  pursuant  to this  section,  all  costs  incurred  in
connection  with such  repurchase  shall be reimbursed to the General Partner by
the Partnership pursuant to Section 6.05 hereof.

         4.03.    ADDITIONAL FUNDING.

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

         4.04.    CAPITAL ACCOUNTS.

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

         4.05.    PERCENTAGE INTERESTS.

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

         4.06.    NO INTEREST ON CONTRIBUTIONS.

         No Partner shall be entitled to interest on its Capital Contribution.

         4.07.    RETURN OF CAPITAL CONTRIBUTIONS.

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

                                       11
<PAGE>

         4.08.    NO THIRD-PARTY BENEFICIARY.

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

                                    ARTICLE V

                        PROFITS AND LOSSES; DISTRIBUTIONS

         5.01.    ALLOCATION OF PROFIT AND LOSS.

         GENERAL. Profit and Loss of the Partnership for each fiscal year of the
Partnership  shall be  allocated  among the  Partners in  accordance  with their
respective Percentage Interests.

         MINIMUM GAIN CHARGEBACK. Notwithstanding any provision to the contrary,
(i) any expense of the Partnership that is a "nonrecourse  deduction" within the
meaning of Regulations  Section  1.704-2(b)(1)  shall be allocated in accordance
with the  Partners'  respective  Percentage  Interests,  (ii) any expense of the
Partnership  that is a "partner  nonrecourse  deduction"  within the  meaning of
Regulations  Section  1.704-2(i)(2) shall be allocated to the Partner that bears
the "economic  risk of loss" of such  deduction in accordance  with  Regulations
Section  1.704-2(i)(1),  (iii) if there is a net decrease in Partnership Minimum
Gain within the meaning of Regulations Section 1.704-2(f)(1) for any Partnership
taxable year, then,  subject to the exceptions set forth in Regulations  Section
1.704-2(f)(2),(3),  (4) and (5),  items of gain and  income  shall be  allocated
among the Partners in accordance  with  Regulations  Section  1.704-2(f) and the
ordering rules contained in Regulations Section 1.704-2(j), and (iv) if there is
a net  decrease in Partner  Nonrecourse  Debt Minimum Gain within the meaning of
Regulations  Section  1.704-2(i)(4)  for any  Partnership  taxable  year,  then,
subject to the exceptions set forth in Regulations Section 1.704(2)(g), items of
gain and  income  shall be  allocated  among the  Partners  in  accordance  with
Regulations   Section   1.704-2(i)(4)   and  the  ordering  rules  contained  in
Regulations  Section 1.704-2(j).  A Partner's "interest in partnership  profits"
for purposes of  determining  its share of the  nonrecourse  liabilities  of the
Partnership  within the meaning of Regulations  Section  1.752-3(a)(3)  shall be
such Partner's Percentage Interest.

         QUALIFIED  INCOME OFFSET.  If a Partner receives in any taxable year an
adjustment,  allocation, or distribution described in subparagraphs (4), (5), or
(6) of  Regulations  Section  1.704-1(b)(2)(ii)(d)  that  causes or  increases a
deficit  balance in such Partner's  Capital Account

                                       12
<PAGE>

that exceeds the sum of such Partner's  shares of  Partnership  Minimum Gain and
Partner  Nonrecourse  Debt  Minimum  Gain,  as  determined  in  accordance  with
Regulations Sections 1.704-2(g) and 1.704-2(i),  such Partner shall be allocated
specially for such taxable year (and, if necessary,  later taxable  years) items
of income and gain in an amount and manner  sufficient to eliminate such deficit
Capital  Account  balance as quickly as  possible  as  provided  in  Regulations
Section 1.704-1(b)(2)(ii)(d). After the occurrence of an allocation of income or
gain to a  Partner  in  accordance  with this  Section  5.01(c),  to the  extent
permitted by Regulations Section  1.704-1(b),  items of expense or loss shall be
allocated  to such  Partner in an amount  necessary to offset the income or gain
previously allocated to such Partner under this Section 5.01(c).

         CAPITAL  ACCOUNT  DEFICITS.  Loss shall not be  allocated  to a Limited
Partner  to the  extent  that such  allocation  would  cause a  deficit  in such
Partner's  Capital  Account (after  reduction to reflect the items  described in
Regulations Section  1.704-1(b)(2)(ii)(d)(4),  (5) and (6)) to exceed the sum of
such Partner's shares of Partnership  Minimum Gain and Partner  Nonrecourse Debt
Minimum Gain.  Any Loss in excess of that  limitation  shall be allocated to the
General  Partner.  After the  occurrence of an allocation of Loss to the General
Partner in  accordance  with this Section  5.01(d),  to the extent  permitted by
Regulations Section 1.704-1(b),  Profit shall be allocated to such Partner in an
amount  necessary to offset the Loss previously  allocated to each Partner under
this Section 5.01(d).

         ALLOCATIONS  BETWEEN TRANSFEROR AND TRANSFEREE.  If a Partner transfers
any part or all of its  Partnership  Interest,  the  distributive  shares of the
various items of Profit and Loss allocable among the Partners during such fiscal
year of the  Partnership  shall be  allocated  between  the  transferor  and the
transferee  Partner either (i) as if the Partnership's  fiscal year had ended on
the date of the  transfer,  or (ii) based on the  number of days of such  fiscal
year that each was a  Partner  without  regard  to the  results  of  Partnership
activities  in the  respective  portions  of  such  fiscal  year  in  which  the
transferor and the transferee were Partners.  The General  Partner,  in its sole
and absolute discretion,  shall determine which method shall be used to allocate
the  distributive  shares of the  various  items of Profit and Loss  between the
transferor and the transferee Partner.

         DEFINITION  OF PROFIT  AND LOSS.  "Profit"  and "Loss" and any items of
income, gain, expense, or loss referred to in this Agreement shall be determined
in accordance  with federal  income tax  accounting  principles,  as modified by
Regulations  Section  1.704-1(b)(2)(iv),  except  that Profit and Loss shall not
include items of income,  gain and expense that are specially allocated pursuant
to Sections 5.01(b),  5.01(c),  or 5.01(d).  All allocations of income,  Profit,
gain, Loss, and expense (and all items contained therein) for federal income tax
purposes  shall be identical to all  allocations of such items set forth in this
Section  5.01,  except as otherwise  required by Section  704(c) of the Code and
Regulations Section 1.704-1(b)(4).  The General Partner shall have the authority
to elect  the  method  to be used by the  Partnership  for  allocating  items of
income,  gain, and expense as required by Section 704(c) of the Code including a
method that may result in a Partner receiving a disproportionately  larger share
of the  Partnership  tax  depreciation  deductions,  and such election  shall be
binding on all Partners.

                                       13
<PAGE>

         5.02.    DISTRIBUTION OF CASH.

         The  Partnership  shall  distribute  cash on a  quarterly  (or,  at the
election of the General Partner,  more frequent) basis, in an amount  determined
by the General Partner in its sole and absolute discretion,  to the Partners who
are  Partners on the  Partnership  Record Date with  respect to such quarter (or
other  distribution  period)  in  accordance  with their  respective  Percentage
Interests on the Partnership Record Date;  PROVIDED,  HOWEVER,  that if a new or
existing Partner acquires an additional  Partnership  Interest in exchange for a
Capital  Contribution on any date other than a Partnership Record Date, the cash
distribution  attributable to such additional  Partnership  Interest relating to
the  Partnership  Record Date next  following  the  issuance of such  additional
Partnership  Interest  shall be reduced in the  proportion  to (i) the number of
days that such additional  Partnership Interest is held by such Partner bears to
(ii) the number of days between such Partnership Record Date and the immediately
preceding Partnership Record Date.

         Notwithstanding  any other  provision  of this  Agreement,  the General
Partner is  authorized  to take any action that it determines to be necessary or
appropriate to cause the Partnership to comply with any withholding requirements
established  under the Code or any other federal,  state or local law including,
without limitation,  pursuant to Sections 1441, 1442, 1445 and 1446 of the Code.
To the extent that the  Partnership  is required to withhold and pay over to any
taxing  authority any amount  resulting from the allocation or  distribution  of
income to the Partner or assignee  (including  by reason of Section  1446 of the
Code),  either (i) if the actual amount to be  distributed to the Partner equals
or exceeds the amount  required to be  withheld by the  Partnership,  the amount
withheld  shall be  treated  as a  distribution  of cash in the  amount  of such
withholding  to such Partner,  or (ii) if the actual amount to be distributed to
the Partner is less than the amount required to be withheld by the  Partnership,
the amount  required to be withheld  shall be treated as a loan (a  "Partnership
Loan") from the Partnership to the Partner on the day the Partnership  pays over
such amount to a taxing  authority.  A Partnership  Loan shall be repaid through
withholding by the Partnership  with respect to subsequent  distributions to the
applicable  Partner  or  assignee.  In the  event  that  a  Limited  Partner  (a
"Defaulting  Limited  Partner")  fails to pay any amount owed to the Partnership
with  respect to the  Partnership  Loan within 15 days after  demand for payment
thereof is made by the Partnership on the Limited Partner,  the General Partner,
in its sole and  absolute  discretion,  may  elect  to make the  payment  to the
Partnership on behalf of such Defaulting Limited Partner.  In such event, on the
date of payment,  the General Partner shall be deemed to have extended a loan (a
"General  Partner Loan") to the Defaulting  Limited Partner in the amount of the
payment made by the General Partner and shall succeed to all rights and remedies
of the  Partnership  against the Defaulting  Limited  Partner as to that amount.
Without  limitation,  the  General  Partner  shall have the right to receive any
distributions  that otherwise would be made by the Partnership to the Defaulting
Limited  Partner  until such time as the General  Partner  Loan has been paid in
full,  and any such  distributions  so received by the General  Partner shall be
treated  as  having  been  received  by  the  Defaulting   Limited  Partner  and
immediately paid to the General Partner.

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

                                       14
<PAGE>

obligation, such interest to accrue from the date the Partnership or the General
Partner,  as applicable,  is deemed to extend the loan until such loan is repaid
in full.

         In no event may a Partner  receive a distribution  of cash with respect
to a Partnership  Unit if such Partner is entitled to receive a cash dividend as
the holder of record of a REIT  Share for which all or part of such  Partnership
Unit has been or will be exchanged.

         5.03.    REIT DISTRIBUTION REQUIREMENTS.

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

         5.04.    DISTRIBUTIONS IN KIND.

         Subject to  Subsection  (b)  hereof,  no Partner  shall be  entitled to
demand  property  other than cash in connection  with any  distributions  by the
Partnership.

         If the Company  decides to securitize  mortgage  loans and/or leases of
real estate through the issuance of collateralized mortgage obligations, each of
the General  Partner and the Original  Limited Partner has the right to redeem a
portion of its  Partnership  Interest in exchange for the mortgage  loans and/or
leases  to be  securitized.  The  portion  of a  Partnership  Interest  redeemed
pursuant to this  Section will be  determined  based on the fair market value of
the mortgage loans and/or leases  distributed to the General Partner or Original
Limited  Partner.  Such fair  market  value will be  determined  by the  General
Partner, but will be subject to the review of the Independent Directors.

         5.05.    LIMITATIONS ON RETURN OF CAPITAL CONTRIBUTIONS.

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

         5.06.    DISTRIBUTIONS UPON LIQUIDATION.

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

         5.07.    SUBSTANTIAL ECONOMIC EFFECT.

         It is the intent of the  Partners  that the  allocations  of Profit and
Loss under the Agreement have substantial economic effect (or be consistent with
the  Partners'  interests in the  Partnership  in the case of the  allocation of
losses attributable to nonrecourse debt) within the meaning of Section 704(b) of
the Code as interpreted by the Regulations

                                       15
<PAGE>

promulgated  pursuant thereto.  Article V and other relevant  provisions of this
Agreement shall be interpreted in a manner consistent with such intent.

                                   ARTICLE VI

                             RIGHTS, OBLIGATIONS AND
                          POWERS OF THE GENERAL PARTNER

         6.01.    MANAGEMENT OF THE PARTNERSHIP.

         Except as otherwise  expressly provided in this Agreement,  the General
Partner shall have full, complete and exclusive discretion to manage and control
the business of the Partnership  for the purposes herein stated,  and shall make
all decisions  affecting the business and assets of the Partnership.  Subject to
the  restrictions  specifically  contained in this Agreement,  the powers of the
General  Partner shall include,  without  limitation,  the authority to take the
following actions on behalf of the Partnership:

                 to acquire,  purchase,  own, operate,  lease and dispose of any
         real  property  and any other  property  or assets  including,  but not
         limited to notes and mortgages, that the General Partner determines are
         necessary or  appropriate  or in the best  interests of the business of
         the Partnership;

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

                 to authorize,  issue,  sell,  redeem or otherwise  purchase any
         Partnership   Interests  or  any  securities   (including  secured  and
         unsecured debt obligations of the Partnership,  debt obligations of the
         Partnership  convertible  into  any  class  or  series  of  Partnership
         Interests, or options, rights, warrants or appreciation rights relating
         to any Partnership Interests) of the Partnership;

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

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

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

                                       16
<PAGE>

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

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

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

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

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

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

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

                 to establish one or more divisions of the Partnership,  to hire
         and  dismiss  employees  of  the  Partnership  or any  division  of the
         Partnership,  and to retain legal  counsel,  accountants,  consultants,
         real estate brokers, and such other persons, as the General Partner may
         deem  necessary  or  appropriate  in  connection  with the  Partnership
         business  and to  pay  therefor  such  reasonable  remuneration  as the
         General Partner may deem reasonable and proper;

                                       17
<PAGE>

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

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

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

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

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

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

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

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

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

         Except as otherwise  provided  herein,  to the extent the duties of the
General Partner require  expenditures of funds to be paid to third parties,  the
General  Partner shall not have any obligations  hereunder  except to the extent
that  partnership  funds are reasonably  available to it for the  performance of
such  duties,  and nothing  herein  contained  shall be deemed to  authorize  or
require the General  Partner,  in its capacity as such, to expend its individual
funds for payment to third parties or to undertake any  individual  liability or
obligation on behalf of the Partnership.

                                       18
<PAGE>

         6.02.    DELEGATION OF AUTHORITY.

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

         6.03.    INDEMNIFICATION AND EXCULPATION OF INDEMNITEES.

         The Partnership  shall indemnify an Indemnitee from and against any and
all losses, claims, damages, liabilities,  joint or several, expenses (including
reasonable legal fees and expenses),  judgments,  fines, settlements,  and other
amounts arising from any and all claims, demands, actions, suits or proceedings,
civil, criminal,  administrative or investigative, that relate to the operations
of the Partnership as set forth in this Agreement in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, unless it is
established  that: (i) the act or omission of the Indemnitee was material to the
matter  giving rise to the  proceeding  and either was committed in bad faith or
was the result of active and deliberate dishonesty; (ii) the Indemnitee actually
received an improper personal benefit in money,  property or services;  or (iii)
in the case of any criminal  proceeding,  the Indemnitee had reasonable cause to
believe that the act or omission was unlawful. The termination of any proceeding
by  judgment,  order or  settlement  does  not  create  a  presumption  that the
Indemnitee  did not meet the  requisite  standard  of conduct  set forth in this
Section 6.03(a).  The termination of any proceeding by conviction or upon a plea
of nolo contendere or its equivalent, or an entry of an order of probation prior
to judgment,  creates a rebuttable  presumption  that the Indemnitee  acted in a
manner contrary to that specified in this Section 6.03(a).  Any  indemnification
pursuant  to this  Section  6.03  shall be made  only out of the  assets  of the
Partnership.

         The Partnership  shall reimburse an Indemnitee for reasonable  expenses
incurred by an Indemnitee who is a party to a proceeding in advance of the final
disposition of the proceeding  upon receipt by the  Partnership of (i) a written
affirmation  by the  Indemnitee of the  Indemnitee's  good faith belief that the
standard  of  conduct  necessary  for  indemnification  by  the  Partnership  as
authorized in this Section 6.03 has been met, and (ii) a written  undertaking by
or on behalf of the  Indemnitee  to repay the amount if it shall  ultimately  be
determined that the standard of conduct has not been met.

         The indemnification  provided by this Section 6.03 shall be in addition
to any other rights to which an  Indemnitee  or any other Person may be entitled
under any agreement, pursuant to any vote of the Partners, as a matter of law or
otherwise,  and shall  continue as to an  Indemnitee  who has ceased to serve in
such capacity.

         The Partnership may purchase and maintain  insurance,  on behalf of the
Indemnitees  and such other  Persons as the  General  Partner  shall  determine,
against  any  liability  that may be asserted  against or  expenses  that may be
incurred  by such  Person  in  connection  with  the  Partnership's  activities,
regardless  of whether the  Partnership  would have the power to indemnify  such
Person against such liability under the provisions of this Agreement.

                                       19
<PAGE>

         For purposes of this Section 6.03, the  Partnership  shall be deemed to
have  requested an Indemnitee to serve as fiduciary of an employee  benefit plan
whenever the  performance  by it of its duties to the  Partnership  also imposes
duties on, or otherwise  involves services by, it to the plan or participants or
beneficiaries  of the plan;  excise taxes assessed on an Indemnitee with respect
to an employee  benefit plan pursuant to applicable law shall  constitute  fines
within the meaning of this  Section  6.03;  and actions  taken or omitted by the
Indemnitee  with respect to an employee  benefit plan in the  performance of its
duties for a purpose  reasonably  believed  by it to be in the  interest  of the
participants  and  beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the Partnership.

         In no event may an Indemnitee  subject the Limited Partners to personal
liability  by  reason  of the  indemnification  provisions  set  forth  in  this
Agreement.

         An Indemnitee shall not be denied  indemnification  in whole or in part
under  this  Section  6.03  because  the  Indemnitee  had  an  interest  in  the
transaction with respect to which the indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement.

         The  provisions  of  this  Section  6.03  are for  the  benefit  of the
Indemnitees,  their heirs, successors,  assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.

         6.04.    LIABILITY OF THE GENERAL PARTNER.

         Notwithstanding  anything to the contrary set forth in this  Agreement,
the General Partner shall not be liable for monetary  damages to the Partnership
or any Partners  for losses  sustained  or  liabilities  incurred as a result of
errors in judgment or of any act or  omission  if the General  Partner  acted in
good  faith.  The  General  Partner  shall not be in breach of any duty that the
General Partner may owe to the Limited  Partners or the Partnership or any other
Persons  under this  Agreement or of any duty stated or implied by law or equity
provided the General Partner,  acting in good faith, abides by the terms of this
Agreement.

         The Limited Partners expressly  acknowledge that the General Partner is
acting on behalf of the Partnership,  the Company and the Company's shareholders
collectively,  that the General  Partner is under no  obligation to consider the
separate interests of the Limited Partners (including,  without limitation,  the
tax  consequences to Limited  Partners or the tax  consequences of same, but not
all, of the Limited  Partners) in deciding  whether to cause the  Partnership to
take (or decline to take) any  actions.  In the event of a conflict  between the
interests  of the  shareholders  of the  Company  on one  hand  and the  Limited
Partners  on the other,  the  General  Partner  shall  endeavor in good faith to
resolve the conflict in a manner not adverse to either the  shareholders  of the
Company or the  Limited  Partners;  PROVIDED,  HOWEVER,  that for so long as the
Company,  directly or the General  Partner  owns a  controlling  interest in the
Partnership,  any  such  conflict  that  the  General  Partner,  in its sole and
absolute  discretion,  determines  cannot be resolved in a manner not adverse to
either the shareholders of the Company or the Limited Partners shall be resolved
in favor of the  shareholders.  The  General  Partner  shall not be  liable  for
monetary damages for losses  sustained,  liabilities  incurred,  or benefits not
derived by Limited

                                       20
<PAGE>

Partners in connection  with such  decisions,  PROVIDED that the General Partner
has acted in good faith.

         Subject to its  obligations  and duties as General Partner set forth in
Section 6.01 hereof,  the General Partner may exercise any of the powers granted
to it under  this  Agreement  and  perform  any of the  duties  imposed  upon it
hereunder either directly or by or through its agents. The General Partner shall
not be  responsible  for any  misconduct  or  negligence on the part of any such
agent appointed by it in good faith.

         Notwithstanding  any other provisions of this Agreement or the Act, any
action of the General  Partner on behalf of the  Partnership  or any decision of
the  General  Partner  to  refrain  from  acting on  behalf of the  Partnership,
undertaken in the good faith belief that such action or omission is necessary or
advisable  in order (i) to protect  the  ability of the  Company to  continue to
qualify as a REIT or (ii) to prevent the Company from  incurring any taxes under
Section 857,  Section  4981,  or any other  provision of the Code,  is expressly
authorized  under this  Agreement  and is deemed  approved by all of the Limited
Partners.

         Any  amendment,  modification  or  repeal of this  Section  6.04 or any
provision  hereof shall be prospective  only and shall not in any way affect the
limitations  on the  General  Partner's  liability  to the  Partnership  and the
Limited Partners under this Section 6.04 as in effect  immediately prior to such
amendment, modification or repeal with respect to matters occurring, in whole or
in part,  prior to such amendment,  modification  or repeal,  regardless of when
claims relating to such matters may arise or be asserted.

         6.05.    REIMBURSEMENT OF GENERAL PARTNER.

         Except as provided in this Section 6.05 and elsewhere in this Agreement
(including the provisions of Articles 5 and 6 regarding distributions, payments,
and  allocations to which it may be entitled),  the General Partner shall not be
compensated for its services as general partner of the Partnership.

         The General  Partner shall be reimbursed  on a monthly  basis,  or such
other  basis as the  General  Partner  may  determine  in its sole and  absolute
discretion, for all REIT Expenses and Administrative Expenses.

         6.06.    OUTSIDE ACTIVITIES.

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

                                       21
<PAGE>

         6.07.    EMPLOYMENT OR RETENTION OF AFFILIATES.

         Any Affiliate of the General Partner may be employed or retained by the
Partnership  and may otherwise  deal with the  Partnership  (whether as a buyer,
lessor, lessee, manager,  furnisher of goods or services,  broker, agent, lender
or otherwise) and may receive from the Partnership any  compensation,  price, or
other  payment  therefor  which the General  Partner  determines  to be fair and
reasonable.

         The  Partnership  may lend or contribute to its  Subsidiaries  or other
Persons in which it has an equity investment,  and such Persons may borrow funds
from  the  Partnership,  on terms  and  conditions  established  in the sole and
absolute  discretion of the General Partner.  The foregoing  authority shall not
create any right or benefit in favor of any Subsidiary or any other Person.

         The  Partnership   may  transfer   assets  to  joint  ventures,   other
partnerships,  corporations or other business entities in which it is or thereby
becomes a  participant  upon such terms and  subject to such  conditions  as the
General Partner deems are consistent with this Agreement and applicable law.

         Except as expressly  permitted by this  Agreement,  neither the General
Partner nor any of its  Affiliates  shall sell,  transfer or convey any property
to, or purchase any property  from,  the  Partnership,  directly or  indirectly,
except pursuant to  transactions  that are on terms that are fair and reasonable
to the Partnership.

         6.08.    GENERAL PARTNER PARTICIPATION.

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

         6.09.    TITLE TO PARTNERSHIP ASSETS.

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

         6.10.    [INTENTIONALLY OMITTED].


                                       22
<PAGE>

                                   ARTICLE VII

                           CHANGES IN GENERAL PARTNER

         7.01. TRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST.

         The  General  Partner  shall not  transfer  all or any  portion  of its
General  Partnership  Interest or withdraw as General Partner except as provided
in or in connection with a transaction  contemplated by Section 7.01(c),  (d) or
(e).

         The General  Partner agree that the Percentage  Interest for it and the
Company will at all times be in the aggregate, at least 1%.

         Except as otherwise  provided in Section  6.04(b) or Section 7.01(d) or
(e) hereof,  the Company shall not engage in any merger,  consolidation or other
combination with or into another Person or sale of all or  substantially  all of
its assets,  (other than in connection  with a change in the Company's  state of
incorporation or organizational  form) in each case which results in a change of
control of the Company (a "Transaction"), unless:

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

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

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

                                       23
<PAGE>

         Notwithstanding Section 7.01(c), the Company or the General Partner may
merge with or into or consolidate with another entity if immediately  after such
merger or consolidation  (i) substantially all of the assets of the successor or
surviving  entity (the  "Survivor"),  other than  Partnership  Units held by the
Company or the General Partner, are contributed,  directly or indirectly, to the
Partnership as a Capital  Contribution in exchange for Partnership  Units with a
fair market value equal to the value of the assets so  contributed as determined
by the Survivor in good faith and (ii) the Survivor  expressly  agrees to assume
all  obligations  of  the  General  Partner  or  the  Company,  as  appropriate,
hereunder.  Upon such  contribution and assumption,  the Survivor shall have the
right and duty to amend this Agreement as set forth in this Section 7.01(d). The
Survivor  shall in good faith arrive at a new method for the  calculation of the
Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit
after any such merger or  consolidation so as to approximate the existing method
for such calculation as closely as reasonably  possible.  Such calculation shall
take into account,  among other things, the kind and amount of securities,  cash
and other property that was receivable  upon such merger or  consolidation  by a
holder of REIT Shares or options, warrants or other rights relating thereto, and
to which a holder of Partnership  Units could have acquired had such Partnership
Units been exchanged  immediately  prior to such merger or  consolidation.  Such
amendment  to this  Agreement  shall  provide for  adjustment  to such method of
calculation,  which shall be as nearly  equivalent as may be  practicable to the
adjustments  provided for with respect to the  Conversion  Factor.  The Survivor
also shall in good  faith  modify the  definition  of REIT  Shares and make such
amendments to Section 8.05 hereof so as to approximate  the existing  rights and
obligations  set forth in Section 8.05 as closely as  reasonably  possible.  The
above  provisions of this Section  7.01(d) shall  similarly  apply to successive
mergers or consolidations permitted hereunder.

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

                  Notwithstanding Section 7.01(c),

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

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

         7.02.    ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER.

         A Person  shall be  admitted  as a  substitute  or  additional  General
Partner  of the  Partnership  only if the  following  terms and  conditions  are
satisfied:

                                       24
<PAGE>

         the Person to be admitted as a substitute or additional General Partner
shall have  accepted and agreed to be bound by all the terms and  provisions  of
this  Agreement by executing a counterpart  thereof and such other  documents or
instruments  as may be required or  appropriate in order to effect the admission
of such Person as a General Partner, and a certificate  evidencing the admission
of such Person as a General  Partner shall have been filed for  recordation  and
all other  actions  required  by Section  2.05  hereof in  connection  with such
admission shall have been performed;

         if the Person to be  admitted as a  substitute  or  additional  General
Partner is a corporation or a partnership it shall have provided the Partnership
with  evidence  satisfactory  to counsel for the  Partnership  of such  Person's
authority  to  become  a  General  Partner  and to be  bound  by the  terms  and
provisions of this Agreement; and

         counsel for the Partnership  shall have rendered an opinion (relying on
such opinions from other counsel and the state or any other  jurisdiction as may
be necessary) that the admission of the person to be admitted as a substitute or
additional  General  Partner  is in  conformity  with the Act,  that none of the
actions taken in connection with the admission of such Person as a substitute or
additional General Partner will cause (i) the Partnership to be classified other
than as a partnership  for federal income tax purposes,  or (ii) the loss of any
Limited Partner's limited liability.

         7.03.    EFFECT OF BANKRUPTCY, WITHDRAWAL,  DEATH  OR  DISSOLUTION OF A
GENERAL PARTNER.

         Upon the  occurrence of an Event of Bankruptcy as to a General  Partner
(and its removal  pursuant to Section 7.04(a) hereof) or the death,  withdrawal,
removal or dissolution of a General  Partner  (except that, if a General Partner
is on the  date  of  such  occurrence  a  partnership,  the  withdrawal,  death,
dissolution,  Event of  Bankruptcy  as to,  or  removal  of a partner  in,  such
partnership  shall be deemed not to be a dissolution of such General  Partner if
the business of such General  Partner is continued by the  remaining  partner or
partners),  the  Partnership  shall  be  dissolved  and  terminated  unless  the
Partnership is continued  pursuant to Section 7.03(b) hereof.  The merger of the
General  Partner  with or into any entity that is admitted  as a  substitute  or
successor General Partner pursuant to Section 7.02 hereof shall not be deemed to
be the withdrawal, dissolution or removal of the General Partner.

         Following  the  occurrence  of an Event of  Bankruptcy  as to a General
Partner  (and its  removal  pursuant  to Section  7.04(a)  hereof) or the death,
withdrawal,  removal or  dissolution  of a General  Partner  (except  that, if a
General Partner is on the date of such occurrence a partnership, the withdrawal,
death, dissolution,  Event of Bankruptcy as to, or removal of a partner in, such
partnership  shall be deemed not to be a dissolution of such General  Partner if
the business of such General  Partner is continued by the  remaining  partner or
partners), the Limited Partners, within 90 days after such occurrence, may elect
to  continue

                                       25
<PAGE>

the business of the Partnership for the balance of the term specified in Section
2.04  hereof  by  selecting,  subject  to  Section  7.02  hereof  and any  other
provisions  of this  Agreement,  a  substitute  General  Partner by consent of a
majority in interest of the Limited  Partners.  If the Limited Partners elect to
continue the business of the Partnership and admit a substitute General Partner,
the  relationship  with the  Partners  and of any  Person  who has  acquired  an
interest of a Partner in the Partnership shall be governed by this Agreement.

         7.04.    REMOVAL OF A GENERAL PARTNER.

         Upon the occurrence of an Event of Bankruptcy as to, or the dissolution
of, a General  Partner,  such  General  Partner  shall be  deemed to be  removed
automatically;  provided,  however,  that if a General Partner is on the date of
such occurrence a partnership,  the  withdrawal,  death,  dissolution,  Event of
Bankruptcy as to or removal of a partner in such partnership shall be deemed not
to be a  dissolution  of the General  Partner if the  business  of such  General
Partner is continued by the remaining partner or partners.  The Limited Partners
may not remove the General Partner, with or without cause.

         If a General Partner has been removed pursuant to this Section 7.04 and
the  Partnership  is continued  pursuant to Section  7.03  hereof,  such General
Partner shall promptly transfer and assign its General  Partnership  Interest in
the  Partnership to the  substitute  General  Partner  approved by a majority in
interest of the Limited  Partners in accordance  with Section 7.03(b) hereof and
otherwise admitted to the Partnership in accordance with Section 7.02 hereof. At
the time of assignment, the removed General Partner shall be entitled to receive
from the  substitute  General  Partner  the  fair  market  value of the  General
Partnership  Interest of such removed  General Partner as reduced by any damages
caused to the Partnership by such General Partner.  Such fair market value shall
be determined by an appraiser  mutually agreed upon by the General Partner and a
majority  in  interest  of the Limited  Partners  within 10 days  following  the
removal of the  General  Partner.  In the event that the  parties  are unable to
agree upon an appraiser,  the removed General Partner and a majority in interest
of the Limited  Partners  each shall select an  appraiser.  Each such  appraiser
shall  complete an  appraisal  of the fair market  value of the removed  General
Partner's General  Partnership  Interest within 30 days of the General Partner's
removal,  and the fair market  value of the removed  General  Partner's  General
Partnership  Interest  shall be the  average  of the two  appraisals;  PROVIDED,
HOWEVER,  that if the higher appraisal  exceeds the lower appraisal by more than
20% of the amount of the lower appraisal,  the two appraisers,  no later than 40
days after the removal of the General  Partner,  shall select a third  appraiser
who shall complete an appraisal of the fair market value of the removed  General
Partner's General  Partnership  Interest no later than 60 days after the removal
of the  General  Partner.  In such case,  the fair  market  value of the removed
General Partner's General  Partnership  Interest shall be the average of the two
appraisals  closest in value.

         The General Partnership  Interest of a removed General Partner,  during
the time after default until transfer under Section 7.04(b),  shall be converted
to that of a special Limited Partner;  PROVIDED,  HOWEVER,  such removed General
Partner shall not have any rights to  participate  in the management and affairs
of the  Partnership,  and shall not be  entitled  to any  portion of the income,
expense,  profit,  gain or loss allocations or cash  distributions  allocable or
payable,  as the case may be, to the Limited  Partners.  Instead,  such  removed
General  Partner shall receive and be entitled only to retain  distributions  or
allocations  of such items that it would  have been  entitled  to

                                       26
<PAGE>

receive in its  capacity as General  Partner,  until the  transfer is  effective
pursuant to Section 7.04(b).

         All Partners shall have given and hereby do give such  consents,  shall
take such actions and shall execute such documents as shall be legally necessary
and sufficient to effect all the foregoing provisions of this Section.

                                  ARTICLE VIII

                             RIGHTS AND OBLIGATIONS
                             OF THE LIMITED PARTNERS

         8.01.    MANAGEMENT OF THE PARTNERSHIP.

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

         8.02.    POWER OF ATTORNEY.

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

         8.03.    LIMITATION ON LIABILITY OF LIMITED PARTNERS.

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

         8.04.    OWNERSHIP  BY LIMITED PARTNER OF CORPORATE  GENERAL PARTNER OR
AFFILIATE.

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

         8.05.    EXCHANGE RIGHT.

         Subject to Sections 8.05(b),  8.05(c), 8.05(d), 8.05(e) and 8.05(f) and
the provisions of any agreements between the Partnership and one or more Limited
Partners with respect to Partnership  Units held by them, each Limited  Partner,
other than the Company,  shall have the right (the "Exchange  Right") to require
the  Partnership to redeem on a Specified  Exchange Date all or a portion of the
Partnership Units held by such Limited Partner at an exchange price equal to and
in the form of the Cash Amount to be paid by the Partnership,

                                       27
<PAGE>

PROVIDED that such  Partnership  Units shall have been  outstanding for at least
one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange
delivered to the Partnership (with a copy to the General Partner) by the Limited
Partner  who is  exercising  the  Exchange  Right  (the  "Exchanging  Partner");
PROVIDED,  HOWEVER,  that the Partnership shall not be obligated to satisfy such
Exchange Right if the Company and/or the General  Partner elects to purchase the
Partnership Units subject to the Notice of Exchange pursuant to Section 8.05(b);
and PROVIDED, FURTHER, that no Limited Partner may deliver more than two Notices
of Exchange  during each calendar  year. A Limited  Partner may not exercise the
Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner
holds less than 1,000  Partnership  Units, all of the Partnership  Units held by
such Partner.  The Exchanging  Partner shall have no right,  with respect to any
Partnership Units so exchanged, to receive any distribution paid with respect to
Partnership  Units if the record date for such  distribution  is on or after the
Specified Exchange Date.

         Notwithstanding  the provisions of Section  8.05(a),  a Limited Partner
that  exercises  the Exchange  Right shall be deemed to have offered to sell the
Partnership Units described in the Notice of Exchange to the General Partner and
the Company,  and either of the General Partner or the Company (or both) may, in
its sole and absolute  discretion,  elect to purchase  directly and acquire such
Partnership Units by paying to the Exchanging  Partner either the Cash Amount or
the REIT Shares Amount, as elected by the General Partner or the Company (in its
sole and absolute  discretion),  on the Specified  Exchange Date,  whereupon the
General Partner or the Company shall acquire the  Partnership  Units offered for
exchange by the exchanging Partner and shall be treated for all purposes of this
Agreement as the owner of such Partnership  Units. If the General Partner and/or
the  Company  shall elect to exercise  its right to purchase  Partnership  Units
under this Section  8.05(b) with respect to a Notice of Exchange,  they shall so
notify the Exchanging Partner within five Business Days after the receipt by the
General  Partner of such Notice of Exchange.  Unless the General  Partner and/or
the Company (in its sole and absolute  discretion)  shall  exercise its right to
purchase  Partnership Units from the Exchanging Partner pursuant to this Section
8.05(b),  neither the General  Partner nor the Company shall have any obligation
to the  Exchanging  Partner or the  Partnership  with respect to the  Exchanging
Partner's  exercise of the Exchange  Right.  In the event the General Partner or
the Company shall exercise its right to purchase  Partnership Units with respect
to the  exercise  of a  Exchange  Right in the  manner  described  in the  first
sentence of this Section  8.05(b),  the Partnership  shall have no obligation to
pay any  amount  to the  Exchanging  Partner  with  respect  to such  Exchanging
Partner's  exercise of such Exchange Right, and each of the Exchanging  Partner,
the  Partnership,  and the General  Partner or the Company,  as the case may be,
shall treat the transaction  between the General Partner or the Company,  as the
case may be, and the  Exchanging  Partner for federal  income tax  purposes as a
sale of the Exchanging Partner's Partnership Units to the General Partner or the
Company,  as the case may be. Each  Exchanging  Partner  agrees to execute  such
documents as the General  Partner may reasonably  require in connection with the
issuance of REIT Shares upon exercise of the Exchange Right.

         Notwithstanding  the  provisions  of Section  8.05(a)  and  8.05(b),  a
Limited  Partner  shall not be entitled to exercise  the  Exchange  Right if the
delivery of REIT Shares to such Partner on the  Specified  Exchange  Date by the
General  Partner or the  Company  pursuant  to

                                       28
<PAGE>

Section 8.05(b) (regardless of whether or not the General Partner or the Company
would in fact  exercise its rights under  Section  8.05(b))  would (i) result in
such Partner or any other person owning, directly or indirectly,  REIT Shares in
excess of the  Ownership  Limitation  (as defined in the  Amended  and  Restated
Articles of  Incorporation)  and calculated in accordance  therewith,  except as
provided in the Amended and Restated Articles of  Incorporation,  (ii) result in
REIT Shares being owned by fewer than 100 persons  (determined without reference
to any rules of  attribution),  except as provided  in the Amended and  Restated
Articles of  Incorporation,  (iii) result in the Company  being  "closely  held"
within the meaning of Section 856(h) of the Code, (iv) cause the Company to own,
directly or constructively,  10% or more of the ownership  interests in a tenant
of the General Partner's, the Partnership's, or a Subsidiary Partnership's, real
property,  within the meaning of Section  856(d)(2)(B) of the Code, or (v) cause
the acquisition of REIT Shares by such Partner to be "integrated" with any other
distribution  of REIT Shares for  purposes of  complying  with the  registration
provisions of the Securities Act of 1933, as amended (the "Securities Act"). The
General Partner or the Company, in their sole and absolute discretion, may waive
the  restriction  on  exchange  set  forth in this  Section  8.05(c);  PROVIDED,
HOWEVER,  that in the event such restriction is waived,  the Exchanging  Partner
shall be paid the Cash Amount.

         Any Cash Amount to be paid to an  Exchanging  Partner  pursuant to this
Section 8.05 shall be paid on the Specified  Exchange Date;  PROVIDED,  HOWEVER,
that the  Company  or the  General  Partner  may  elect to cause  the  Specified
Exchange  Date to be  delayed  for up to an  additional  180 days to the  extent
required for the Company to cause additional REIT Shares to be issued to provide
financing to be used to make such  payment of the Cash  Amount.  Notwithstanding
the  foregoing,  the  Company and the  General  Partner  agree to use their best
efforts to cause the closing of the acquisition of exchanged  Partnership  Units
hereunder to occur as quickly as reasonably possible.

         Notwithstanding  any other  provision  of this  Agreement,  the General
Partner  shall  place  appropriate  restrictions  on the  ability of the Limited
Partners to exercise their Exchange Rights as and if deemed  necessary to ensure
that the Partnership does not constitute a "publicly traded  partnership"  under
section  7704 of the  Code.  If and when the  General  Partner  determines  that
imposing such  restrictions is necessary,  the General Partner shall give prompt
written notice thereof (a "Restriction Notice") to each of the Limited Partners,
which  notice  shall be  accompanied  by a copy of an  opinion of counsel to the
Partnership which states that, in the opinion of such counsel,  restrictions are
necessary in order to avoid the Partnership  being treated as a "publicly traded
partnership" under section 7704 of the Code.

         8.06.    REGISTRATION.

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

         SHELF  REGISTRATION  OF THE COMMON  STOCK.  Within  two weeks  prior or
subsequent  to the first  date upon  which the  Partnership  Units  owned by any
Limited  Partner may be exchanged  (or such later date as may be required  under
applicable  provisions of the  Securities  Act), the Company agrees to file with
the Securities and Exchange Commission (the

                                       29
<PAGE>

"Commission"),  a shelf registration statement on Form S-3 under Rule 415 of the
Securities  Act (a  "Registration  Statement"),  or any similar rule that may be
adopted by the  Commission,  with  respect to all of the shares of Common  Stock
that may be issued upon exchange of such  Partnership  Units pursuant to Section
8.05 hereof ("Exchange  Shares").  The Company will use its best efforts to have
the  Registration  Statement  declared  effective  under the Securities Act. The
Company  need  not  file a  separate  Registration  Statement,  but may file one
Registration  Statement  covering  Exchange  Shares  issuable  to more  than one
Limited Partner.  The Company further agrees to supplement or make amendments to
each  Registration  Statement,   if  required  by  the  rules,   regulations  or
instructions  applicable to the registration  form utilized by the Company or by
the Securities  Act or rules and  regulations  thereunder for such  Registration
Statement.

         LISTING ON SECURITIES  EXCHANGE.  If the Company shall list or maintain
the listing of any shares of Common Stock on any securities exchange or national
market  system,  it  will  at  its  expense  and  as  necessary  to  permit  the
registration and sale of the Exchange Shares hereunder,  list thereon,  maintain
and, when necessary, increase such listing to include such Exchange Shares.

         REGISTRATION NOT REQUIRED.  Notwithstanding the foregoing,  the Company
shall not be required to file or maintain the  effectiveness  of a  registration
statement  relating to Exchange  Shares after the first date upon which,  in the
opinion of counsel to the Company,  all of the Exchange  Shares covered  thereby
could be sold by the holders  thereof in any period of three months  pursuant to
Rule 144 under the Securities Act, or any successor rule thereto.

                                   ARTICLE IX

                    TRANSFER OF LIMITED PARTNERSHIP INTERESTS

         9.01.    PURCHASE FOR INVESTMENT.

         Each  Limited  Partner  hereby  represents  and warrants to the General
Partner,  to the  Company and to the  Partnership  that the  acquisition  of his
Partnership  Interests  is made as a principal  for his  account for  investment
purposes  only  and  not  with a view  to the  resale  or  distribution  of such
Partnership Interest.

         Each Limited Partner agrees that he will not sell,  assign or otherwise
transfer his Partnership  Interest or any fraction thereof,  whether voluntarily
or by operation of law or at judicial sale or otherwise,  to any Person who does
not make the  representations and warranties to the General Partner set forth in
Section 9.01(a) above and similarly  agree not to sell,  assign or transfer such
Partnership  Interest or fraction  thereof to any Person who does not  similarly
represent, warrant and agree.

         9.02.    RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS.

         Subject to the provisions of 9.02(b),  (c) and (d), no Limited  Partner
may offer,  sell, assign,  hypothecate,  pledge or otherwise transfer all or any
portion of his Limited  Partnership  Interest,  or any of such Limited Partner's
economic rights as a Limited Partner,

                                       30
<PAGE>

whether  voluntarily  or by  operation  of law or at judicial  sale or otherwise
(collectively,  a "Transfer") without the consent of the General Partner,  which
consent may be granted or withheld in its sole and absolute discretion. Any such
purported  transfer  undertaken  without such consent  shall be considered to be
null and void ab initio and shall not be given effect.  The General  Partner may
require,  as a  condition  of any  Transfer  to  which  it  consents,  that  the
transferor assume all costs incurred by the Partnership in connection therewith.

         No Limited  Partner may withdraw from the  Partnership  other than as a
result of a permitted Transfer (I.E., a Transfer consented to as contemplated by
clause (a) above or clause (c) below or a Transfer  pursuant  to 9.05  below) of
all of his  Partnership  Units  pursuant  to this  Article IX or  pursuant to an
exchange of all of his  Partnership  Units pursuant to 8.05.  Upon the permitted
Transfer or redemption of all of a Limited  Partner's  Partnership  Units,  such
Limited Partner shall cease to be a Limited Partner.

         Subject to 9.02(d),  (e) and (f) below, a Limited Partner may Transfer,
with the consent of the  General  Partner,  all or a portion of his  Partnership
Units to (i) a parent or  parent's  spouse,  natural  or adopted  descendant  or
descendants, spouse of such descendant, or brother or sister, or a trust created
by such Limited  Partner for the benefit of such Limited Partner and/or any such
person(s),  of which  trust  such  Limited  Partner or any such  person(s)  is a
trustee,  (ii) a  corporation  controlled  by a Person or  Persons  named in (i)
above, or (iii) if the Limited Partner is an entity, its beneficial owners.

         No Limited  Partner may effect a Transfer  of its  Limited  Partnership
Interest,  in whole or in part,  if, in the  opinion  of legal  counsel  for the
Partnership,  such  proposed  Transfer  would  require the  registration  of the
Limited  Partnership  Interest under the Securities Act of 1933, as amended,  or
would otherwise  violate any applicable  federal or state securities or blue sky
law (including investment suitability standards).

         No Transfer by a Limited Partner of its Partnership  Units, in whole or
in part,  may be made to any Person if (i) in the  opinion of legal  counsel for
the Partnership, the transfer would result in the Partnership's being treated as
an association  taxable as a corporation (other than a qualified REIT subsidiary
within the meaning of Section 856(i) of the Code),  (ii) in the opinion of legal
counsel  for the  Partnership,  it would  adversely  affect  the  ability of the
Company  to  continue  to  qualify  as a REIT  or  subject  the  Company  to any
additional  taxes under  Section 857 or Section 4981 of the Code,  or (iii) such
transfer  is  effectuated  through  an  "established  securities  market"  or  a
"secondary market (or the substantial equivalent thereof)" within the meaning of
Section 7704 of the Code.

         No  transfer  of any  Partnership  Units may be made to a lender to the
Partnership  or any Person who is related  (within  the  meaning of  Regulations
Section  1.752-4(b)) to any lender to the Partnership  whose loan  constitutes a
nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)),
without the consent of the  General  Partner,  which may be withheld in its sole
and absolute discretion, PROVIDED THAT as a condition to such consent the lender
will be  required  to enter into an  arrangement  with the  Partnership  and the
General Partner to exchange or redeem for the Cash Amount any Partnership  Units
in which a security interest is

                                       31
<PAGE>

held  simultaneously  with the time at which such lender would be deemed to be a
partner in the Partnership for purposes of allocating liabilities to such lender
under Section 752 of the Code.

         Any Transfer in  contravention of any of the provisions of this Article
IX shall be void and  ineffectual  and shall not be binding  upon, or recognized
by, the Partnership.

         Prior to the  consummation  of any Transfer  under this Article IX, the
transferor  and/or the  transferee  shall  deliver to the General  Partner  such
opinions,  certificates and other documents as the General Partner shall request
in connection with such Transfer.

         9.03.    ADMISSION OF A SUBSTITUTE LIMITED PARTNER.

         Subject to the other  provisions of this Article IX, an assignee of the
Limited Partnership  Interest of a Limited Partner (which shall be understood to
include any purchaser,  transferee, donee, or other recipient of any disposition
of such  Limited  Partnership  Interest)  shall be deemed  admitted as a Limited
Partner of the Partnership only with the consent of the General Partner and upon
the satisfactory completion of the following:

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

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

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

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

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

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

                                       32
<PAGE>

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

         For the purpose of allocating  Profits and Losses and distributing cash
received by the  Partnership,  a Substitute  Limited Partner shall be treated as
having  become,  and appearing in the records of the  Partnership  as, a Partner
upon the filing of the Certificate  described in Section  9.03(a)(ii) hereof or,
if no such filing is required,  the later of the date  specified in the transfer
documents or the date on which the General  Partner has  received all  necessary
instruments of transfer and substitution.

         The General Partner shall cooperate with the Person seeking to become a
Substitute  Limited  Partner by  preparing  the  documentation  required by this
Section and making all official filings and publications.  The Partnership shall
take all such action as promptly as practicable  after the  satisfaction  of the
conditions  in this  Article  IX to the  admission  of such  Person as a Limited
Partner of the Partnership.

         9.04.    RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS.

         Subject to the  provisions of Sections 9.01 and 9.02 hereof,  except as
required by  operation of law, the  Partnership  shall not be obligated  for any
purposes  whatsoever to recognize the  assignment by any Limited  Partner of its
Partnership Interest until the Partnership has received notice thereof.

         Any  Person  who is the  assignee  of all or any  portion  of a Limited
Partner's Limited Partnership Interest, but does not become a Substitute Limited
Partner and desires to make a further  assignment  of such  Limited  Partnership
Interest,  shall be subject to all the provisions of this Article IX to the same
extent  and in the  same  manner  as any  Limited  Partner  desiring  to make an
assignment of its Limited Partnership Interest.

         9.05.    EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR  TERMINATION OF A
LIMITED PARTNER.

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

         9.06.    JOINT OWNERSHIP OF INTERESTS.

         A  Partnership  Interest  may be acquired by two  individuals  as joint
tenants with right of survivorship,  provided that such  individuals  either are
married or are related and share the same home as tenants in common. The written
consent or vote of both owners of any such  jointly  held  Partnership  Interest
shall be required  to  constitute  the action of the owners of such  Partnership
Interest;  provided,  however,  that the written consent of only one joint owner
will

                                       33
<PAGE>

be required if the Partnership  has been provided with evidence  satisfactory to
the counsel  for the  Partnership  that the actions of a single  joint owner can
bind both owners  under the  applicable  laws of the state of  residence of such
joint owners.  Upon the death of one owner of a  Partnership  Interest held in a
joint  tenancy with a right of  survivorship,  the  Partnership  Interest  shall
become owned solely by the survivor as a Limited Partner and not as an assignee.
The  Partnership  need  not  recognize  the  death  of one of  the  owners  of a
jointly-held  Partnership  Interest until it shall have received  notice of such
death. Upon notice to the General Partner from either owner, the General Partner
shall cause the  Partnership  Interest to be divided into two equal  Partnership
Interests,  which shall  thereafter  be owned  separately  by each of the former
owners.

                                    ARTICLE X

                   BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

         10.01.   BOOKS AND RECORDS.

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

         10.02.   CUSTODY OF PARTNERSHIP FUNDS; BANK ACCOUNTS.

         All funds of the Partnership not otherwise  invested shall be deposited
in one or more accounts maintained in such banking or brokerage  institutions as
the General Partner shall determine,  and withdrawals shall be made only on such
signature  or  signatures  as the  General  Partner  may,  from  time  to  time,
determine.

         All  deposits  and other  funds  not  needed  in the  operation  of the
business of the Partnership may be invested by the General Partner in investment
grade instruments (or investment  companies whose portfolio  consists  primarily
thereof), government obligations,  certificates of deposit, bankers' acceptances
and  municipal  notes  and  bonds.  The  funds of the  Partnership  shall not be
commingled with the funds of any other Person except for such commingling as may
necessarily result from an investment in those investment companies permitted by
this Section 10.02(b).

         10.03.   FISCAL AND TAXABLE YEAR.

         The fiscal and taxable  year of the  Partnership  shall be the calendar
year.

         10.04.   ANNUAL TAX INFORMATION AND REPORT.

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


                                       34
<PAGE>

         10.05.   TAX MATTERS PARTNER; TAX ELECTIONS; SPECIAL BASIS ADJUSTMENTS.

         The General Partner shall be the Tax Matters Partner of the Partnership
within the meaning of Section  6231(a)(7) of the Code.  As Tax Matters  Partner,
the  General  Partner  shall have the right and  obligation  to take all actions
authorized and required,  respectively, by the Code for the Tax Matters Partner.
The General  Partner shall have the right to retain  professional  assistance in
respect of any audit of the  Partnership  by the Service  and all  out-of-pocket
expenses and fees incurred by the General  Partner on behalf of the  Partnership
as Tax Matters Partner shall constitute  Partnership  expenses. In the event the
General Partner receives notice of a final Partnership  adjustment under Section
6223(a)(2)  of the Code,  the  General  Partner  shall  either  (i) file a court
petition for judicial review of such final adjustment within the period provided
under Section  6226(a) of the Code, a copy of which  petition shall be mailed to
all Limited  Partners on the date such petition is filed, or (ii) mail a written
notice to all Limited Partners,  within such period,  that describes the General
Partner's reasons for determining not to file such a petition.

         All elections required or permitted to be made by the Partnership under
the Code or any  applicable  state or local tax law shall be made by the General
Partner in its sole and absolute discretion.

         In the  event  of a  transfer  of all or any  part  of the  Partnership
Interest of any Partner, the Partnership,  at the option of the General Partner,
may  elect  pursuant  to  Section  754 of the Code to  adjust  the  basis of the
Properties.  Notwithstanding  anything contained in Article V of this Agreement,
any adjustments  made pursuant to Section 754 shall affect only the successor in
interest to the transferring Partner and in no event shall be taken into account
in  establishing,  maintaining  or  computing  Capital  Accounts  for the  other
Partners  for any purpose  under this  Agreement.  Each Partner will furnish the
Partnership with all information necessary to give effect to such election.

         10.06.   REPORTS TO LIMITED PARTNERS.

         As soon as  practicable  after the close of each fiscal  quarter (other
than the last quarter of the fiscal year), the General Partner shall cause to be
mailed  to  each  Limited  Partner  a  quarterly  report  containing   financial
statements of the Partnership, or of the Company if such statements are prepared
solely on a  consolidated  basis  with the  Company,  for such  fiscal  quarter,
presented in accordance with generally accepted accounting  principles.  As soon
as practicable  after the close of each fiscal year,  the General  Partner shall
cause to be mailed to each Limited Partner an annual report containing financial
statements of the Partnership, or of the Company if such statements are prepared
solely on a consolidated basis with the Company, for such fiscal year, presented
in  accordance  with  generally  accepted  accounting  principles.   The  annual
financial  statements  shall be audited by  accountants  selected by the General
Partner.

         Any  Partner  shall  further  have the right to a private  audit of the
books  and  records  of  the  Partnership,  provided  such  audit  is  made  for
Partnership  purposes,  at the  expense of the  Partner  desiring it and is made
during normal business hours.

                                       35
<PAGE>

                                   ARTICLE XI

                         AMENDMENT OF AGREEMENT; MERGER

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

         any amendment  affecting the operation of the Conversion  Factor or the
Exchange  Right (except as provided in Section  8.05(d) or 7.01(d)  hereof) in a
manner adverse to the Limited Partners;

         any  amendment  that would  adversely  affect the rights of the Limited
Partners to receive the distributions payable to them hereunder, other than with
respect to the issuance of additional Partnership Units pursuant to Section 4.02
hereof;

         any amendment that would alter the Partnership's  allocations of Profit
and Loss to the Limited  Partners,  other than with  respect to the  issuance of
additional Partnership Units pursuant to Section 4.02 hereof; or

         any amendment that would impose on the Limited  Partners any obligation
to make additional Capital Contributions to the Partnership.

                                   ARTICLE XII

                               GENERAL PROVISIONS

         12.01.   NOTICES.

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

         12.02.   SURVIVAL OF RIGHTS.

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

         12.03.   ADDITIONAL DOCUMENTS.

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

                                       36
<PAGE>

         12.04.   SEVERABILITY.

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

         12.05.   ENTIRE AGREEMENT.

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

         12.06.   PRONOUNS AND PLURALS.

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

         12.07.   HEADINGS.

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

         12.08.   COUNTERPARTS.

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

         12.09.   GOVERNING LAW.

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

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

                                            OCWEN GENERAL, INC.



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

                                       37

<PAGE>

<TABLE>
<CAPTION>

                                                     EXHIBIT A
                                                     ---------


                                                                AGREED VALUE OF
                                                  CASH              CAPITAL         PARTNERSHIP        PERCENTAGE
PARTNER                                       CONTRIBUTION       CONTRIBUTION          UNITS            INTEREST
-------                                       ------------      ---------------        -----            --------
GENERAL PARTNER:
<S>                                           <C>                                      <C>               <C>

Ocwen General, Inc.                           $  3,005,191                             189,650           .9826%
1675 Palm Beach Lakes Blvd.
Suite 1000
West Palm Beach, FL 33401


LIMITED PARTNERS:

Ocwen Limited, Inc.                           $297,513,897                          18,775,350         97.2816%
1675 Palm Beach Lakes Blvd.
Suite 1000
West Palm Beach, FL 33401

Investors Mortgage Insurance Holding          $  6,080,060                             335,000          1.7358%
Company
1675 Palm Beach Lakes Blvd.
Suite 1000
West Palm Beach, FL 33401

TOTAL:                                        $306,599,148                          19,300,000          100.00%


</TABLE>

<PAGE>


                                    EXHIBIT B
                                    ---------

                      NOTICE OF EXERCISE OF EXCHANGE RIGHT

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

Dated:________ __, _____

Name of Limited Partner:


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


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

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


                                               Signature Guaranteed by:


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

If REIT Shares are to be issued, issue to:

Please insert social security or identifying number:

Name: