Exhibit 10.9

                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                         114 STARWOOD DEVELOPMENT, LTD.

     THIS AGREEMENT OF LIMITED PARTNERSHIP (the "AGREEMENT") is made and entered
into  as  of  January  5,  2004,  by  and  among  NEHC Properties, Inc., a Texas
                       -
corporation  whose  address  is 340 North Sam Houston Parkway East #140 Houston,
Texas  77060  as  general  partner ("GENERAL PARTNER"), and each of the entities
whose  names  are  set  forth as limited partners on Exhibit "A" attached hereto
                                                     ----------
("LIMITED PARTNERS"). The General Partner and Limited Partners each has executed
multiple  originals  of  this  Agreement.


                                    ARTICLE I
                        ORGANIZATION OF THE PARTNERSHIP

     1.1  FORMATION OF LIMITED PARTNERSHIP. The parties hereby form, pursuant to
the  Texas Revised Limited Partnership Act, Article 6132a-l of the Revised Civil
Statutes  of  the  State  of  Texas,  (the  "Act"),  a  Limited Partnership (the
"PARTNERSHIP").  The rights and liabilities of the Partners shall be as provided
for  in  this  Agreement  and  in  the  Act.

     1.2  CERTIFICATE OF LIMITED PARTNERSHIP. The parties shall execute and file
a  Certificate  of  Limited  Partnership (the "CERTIFICATE"), and other relevant
documents  ancillary  to  the  Certificate,  with the office of the Secretary of
State  of  the  State  of  Texas  as  required  by  the  Act, and take all other
appropriate  action  to comply with all legal requirements for the formation and
operation  of  a  limited  partnership  under  the  Act.

     1.3  PARTNERSHIP  NAME.  The  name of the Partnership shall be 114 Starwood
Development,  Ltd.  If  considered  necessary  in  the opinion of counsel to the
Partnership  to  preserve  the  limited  liability  of the Limited Partners, the
business  conducted  by  the  Partnership  shall be conducted under that name or
under  such  other  name or names as the General Partner may select and might be
necessary  to  preserve  such  limited  liability.

     1.4  LOCATION  OF  OFFICE. The principal business office of the Partnership
shall  be  at  340  North  Sam  Houston  Parkway East #140 Houston, Texas 77060.

     1.5  PURPOSE  OF  PARTNERSHIP.  The  purpose of the Partnership shall be as
follows:  to  buy,  develop,  manage  and  sell,  as  appropriate,  the Property
(hereinafter  defined)  acquired  by the Partnership, including improvements and
personal  property  located  thereon.

     1.6 EXCLUSIVE SUPPLIER. Each of the Partners hereby acknowledges and agrees
that  American  Homestar  Corporation  and its affiliates shall be the exclusive
suppliers  of  manufactured  homes  to  the  Partnership,  its  Partners and the
affiliates thereof with respect to any and all manufactured and/or modular homes
leased,  purchased  or  otherwise acquired for use or placement on the Property.
Neither  the  Partnership  nor  the


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Partners or any of their affiliates may lease, purchase or otherwise acquire any
interest  in  any manufactured home for use or placement on the property that is
not  produced  and/or  supplied  by  American  Homestar Corporation, without its
written  consent.

     1.7  PROJECT  OPERATION  AND  COMPLETION.  The General Partner will use all
reasonable  efforts  and  will act in good faith and with reasonable dispatch to
buy,  develop,  manage,  operate  and  sell,  as  appropriate,  the  Property in
accordance  with  the terms of this Partnership Agreement. Presently existing on
the  Property  are  manufactured  home  rental  units.  The General Partner will
utilize  the  rental  income  derived from the rental units to pay the recurring
interest payments on the acquisition loan between the closing of the acquisition
loan  and  the  closing  of  a  future  development  loan.

     1.8 TERM OF PARTNERSHIP. The Partnership shall become effective on the date
that the Certificate of Limited Partnership of this Partnership is duly Filed in
the  office  of  the  Secretary of State of the State of Texas, and shall remain
effective until December 31, 2070, or until such earlier date as the Partnership
is  dissolved  pursuant  to  the  Act  or  the  provisions  of  this Partnership
Agreement.

                                   ARTICLE II
                                  DEFINITIONS

     The  following  terms  used  in  this  Agreement  shall,  unless  otherwise
expressly  provided  in this Agreement or unless the context otherwise requires,
have  the  following  respective  meanings:

     2.1  "ADDITIONAL  CAPITAL CONTRIBUTION" shall have the meaning set forth in
Section  3.5  of  this  Agreement.

     2.2  "AGREEMENT"  shall  mean  this  Agreement  of  Limited  Partnership.

     2.3  "AVAILABLE  CASH" shall mean cash that is available in the accounts of
the  Partnership, less such amounts as the General Partner reasonably determines
to  be  necessary  to  meet  current  or  reasonably  foreseeable  Partnership
obligations  or  expenditures  (including  the  repayment  of  loans made to the
Partnership  by  third  parties  or  Partners).

     2.4  "CURATIVE  CONTRIBUTION"  shall  have the meaning set forth in Section
3.3(b)  of  this  Agreement.

     2.5  "EFFECTIVE DATE" shall mean the date the Certificate is filed with the
Secretary  of  State  of  Texas.

     2.6 "FINANCING PARTNERS" shall have the meaning set forth in Section 3.3(a)
of  this  Agreement.


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<PAGE>
     2.7  "GENERAL PARTNER" shall mean NEHC Properties, Inc., or such substitute
or  different General Partner as may be subsequently named pursuant to the terms
of  this  Agreement.

     2.8  "INITIAL  CAPITAL  CONTRIBUTIONS" shall mean the amount contributed to
the  Partnership  by  any  Partner  as determined in accordance with Section 3.1
hereof.

     2.9  "LENDER"  shall  have  the meaning set forth in Section 3.3(d) of this
Agreement.

     2.10 "LIMITED PARTNERS" shall mean those persons who execute this Agreement
or  any  counterpart  of  this Agreement as Limited Partners and whose names and
residence  addresses  appear on Exhibit "A", which is attached to this Agreement
                                -----------
and  made  a  part  of  this  Agreement  for  all  purposes.

     2.11 "LOAN DOCUMENTS" shall have the meaning set forth in Section 3.3(a) of
this  Agreement.

     2.12  "MAJORITY  IN  INTEREST OF LIMITED PARTNERS" shall mean those Limited
Partners who at the time of any determination of a majority have more than fifty
percent  (50%)  of  the  Partnership  Interest  of  the  Limited  Partners.

     2.13  "NOTE"  shall  have  the  meaning set forth in Section 3.3(d) of this
Agreement.

     2.14  "PARTNER"  shall mean the reference to the General Partner or any one
of  the  Limited  Partners.

     2.15  "PARTNERS" shall mean the collective reference to the General Partner
and  the  Limited  Partners.

     2.16 "PARTNERSHIP INTEREST" shall mean the percentage set opposite the name
of  each  Partner  on  Exhibit "A" attached to this Agreement and made a part of
this  Agreement  for  all  other  purposes.

     2.17  "PERSON"  shall mean any individual, corporation, partnership, trust,
or  other  entity.

     2.18  "PREFERRED  RETURN"  shall  mean  with  respect  to American Homestar
Corporation  and any other Partner that makes an Additional Capital Contribution
pursuant  to  Sections  3.2  or  3.4, respectively, the aggregate amount of cash
distributions  sufficient  to yield such Partner a return equal to the amount of
simple non-compounding interest at a rate of 8% per annum on such Partners' then
unreturned  Additional Capital Contributions from the respective dates that each
such  Additional  Capital  Contribution  was made. The Preferred Return shall be
distributed  first  to  American  Homestar  Corporation  in  satisfaction of its
Additional  Capital  Contribution  described  in  Section


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<PAGE>
3.2, then to all Partners that make Additional Capital Contributions pursuant to
Section  3,5  in  the  order  in  which  such  contributions  were  made.

     2.19  "PREFERRED  RETURN  PAYOUT  EVENT"  shall  mean the time at which the
aggregate amount of cash distributions received by American Homestar Corporation
and any other Partners who may have made Additional Capital Contributions equals
the  Preferred  Return.

     2.20  "PROPERTY" shall mean Tract 1, Tract 2, and Tract 3 described in that
certain survey prepared by Thomas Land Surveying, Inc., dated December 31, 2003,
and  attached  hereto  as  Exhibit  "C".
                           ------------

     2.21  "WINDING  UP"  shall mean the period following the dissolution of the
Partnership  after  which  its business is not continued as set forth in Article
XII.


                                   ARTICLE III
                            CAPITAL CONTRIBUTIONS AND
                              PARTNERSHIP INTERESTS

     3.1  INITIAL CAPITAL CONTRIBUTIONS. The capital to be contributed initially
to the Partnership by the General Partner and each of the Limited Partners shall
be the sum set opposite its name in the attached Exhibit "A". Each Partner shall
                                                 -----------
be  liable  to  the  Partnership  for  the  full  amount  of its Initial Capital
Contribution  in  the  amounts  set  forth  on  Exhibit  A.

     3.2  ADDITIONAL  CAPITAL  CONTRIBUTION OF AMERICAN HOMESTAR CORPORATION AND
OTHER PARTNERS. In addition to the contributions required by other provisions of
this  Agreement,  American  Homestar  Corporation,  a  limited  partner  of this
Partnership  shall  have  the  capital contribution obligations required by this
Section  3.2. American Homestar Corporation shall provide for the timely payment
as  obligations  accrue  of  all  funds  necessary for (1) the earnest money and
extension  fees to acquire the property, (2) economic, market, environmental and
other  feasibility  type  studies,  (3)  reimbursement of costs of organization,
accounting,  survey,  preliminary engineering and other reasonable and necessary
start up costs and expenses of the types that are often and/or normally incurred
for the development of property prior to closing of a development loan (4) other
cash  amounts  required for capital equity interest by the financial institution
making  the  acquisition  and/or development loans relating to the Property, and
(5)  all  closing costs for the acquisition and development loans. The foregoing
costs  shall  be  reflected on the books of the Partnership as Partner's capital
equity.  The  total obligation of American Homestar Corporation pursuant to this
Section  3.2  shall not exceed $500,000.00. Such capital account amount shall be
entitled  to  a Preferred Return of 8% per annum to accrue from the date of each
such  contribution.  The Preferred Return and the balance in the capital account
that  is  created  under  this  Section  3.2  shall be paid to American Homestar
Corporation  out  of Available Cash. To the extent that the aforementioned costs
are


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reimbursed  at  the closing of the acquisition and/or development loan, American
Homestar  Corporation  will  be  paid  promptly out of such reimbursement funds.

     3.3  THIRD-PARTY  FINANCING.

          (a)  It  is  agreed  that  the General Partner and Modern Modular Home
     Rental  Corp.  (hereinafter  sometimes  collectively  called the "FINANCING
     PARTNERS") are responsible for arranging any and all third-party loans that
     may  be necessary or required, from time to time, to finance the operations
     of  the  Partnership.  In  this regard, the Financing Partners covenant and
     agree  to  provide  all  personal  guaranties  and  other  types  of credit
     enhancement  of  any  nature  that  may be required by any such third-party
     lender  in connection with any loan to the Partnership. All notes, deeds of
     trust, security agreements, guaranties and other documents, instruments and
     agreements  executed  by the Partnership in connection with any third-party
     loan(s),  together  with  any  and  all  renewals, extensions, increases or
     rearrangements  of  any  such  indebtedness,  are  hereinafter collectively
     called  the  "LOAN  DOCUMENTS."

          (b)  Notwithstanding  anything  to  the  contrary  contained  in  the
     Partnership  Agreement,  if the Partnership is in default at any time under
     the  Loan  Documents  executed  in  connection  with  any  such third-party
     loan(s),  the  Financing Partners will be obligated, jointly and severally,
     to  take  such  action  and  to  contribute  such additional capital to the
     Partnership  as  may  be necessary or required to enable the Partnership to
     cure  such  default  (any  such  additional  capital  contribution  being
     hereinafter  called  a  "CURATIVE  CONTRIBUTION").

          (c)  All Curative Contributions made by the Financing Partners will be
     deemed  to  be additional contributions for purposes of Section 3.2 of this
     Partnership  Agreement. American Homestar Corporation is not and will never
     be obligated under any circumstances to make a Curative Contribution to the
     Partnership.

          (d)  The  provisions  of  this  Section  3.3  are  applicable (but not
     limited)  to that certain loan in the principal amount of $2,250,000.00, to
     be  made to the Partnership by First National Bank (the "LENDER") and to be
     evidenced by a promissory note in such amount (the "NOTE"), which note will
     be  secured by a Deed of Trust and Security Agreement covering the Property
     owned  by  the Partnership. The Note shall be guaranteed by Joe Fogarty and
     Nancy  Fogarty,  individually,  pursuant  to  Guaranty  Agreements.

          (e)  The  General  Partner  undertakes  and  agrees  to  give American
     Homestar  Corporation  immediate  written  notice  of any default under any
     third-party  loan  to the Partnership or any event or condition which, with
     notice  or  lapse of time (or both) may constitute a default under any such
     third-party  loan.  In  addition, the General Partner will furnish American
     Homestar  Corporation


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<PAGE>
     immediate  written  evidence  of  all  Curative  Contributions  made by the
     Financing  Partners  to  the  Partnership.

     3.4  FAILURE  TO  MAKE  CURATIVE  CONTRIBUTIONS.

          (a)  If,  at any time, the Financing Partners fail to take such action
     and/or  to  make  Curative  Contributions  to  the  Partnership  in amounts
     sufficient  to  cure  any outstanding default by the Partnership under Loan
     Documents  in  effect  from  time  to  time, then pursuant to the terms and
     provisions of the Option Agreement attached hereto as Exhibit "B", American
                                                           -----------
     Homestar  Corporation  will  have  the  right  and  option  (i) to cure any
     defaults  by the Partnership under the Loan Documents, and (ii) to purchase
     the  Note  and all liens securing same from the Lender if any default under
     the  Loan  Documents  is  not  cured,  and  thereupon  each such defaulting
     Financing  Partner  will  be  obligated  to  repay  such sum immediately to
     American  Homestar  Corporation.  All  sums  advanced  by American Homestar
     Corporation  to  the  Partnership  on  behalf  of  the defaulting Financing
     Partners will be deemed to be loans by American Homestar Corporation to the
     defaulting  Financing  Partners  and  will  bear  interest  at  the maximum
     non-usurious rate of interest permitted under applicable Texas law from the
     date  of  said  advance  until  paid.

          (b)  As  security  for  the  repayment  of such indebtedness, American
     Homestar  Corporation  (sometimes referred to in this Paragraph as "Secured
     Party")  will  have and is hereby granted a lien and security interest upon
     the  entire  interest  of  the Financing Partners (sometimes referred to in
     this  Paragraph  as  "Debtor")  in  the Partnership. Such lien and security
     interest may be foreclosed at any time after the passage of the thirty (30)
     days  following the advance of the defaulted sum and prior to the repayment
     of  such  sum  with  interest,  as hereinabove provided. In addition to any
     other  remedies  granted  in  this  instrument or under applicable law, the
     Secured  Party  may  proceed  under  the applicable provisions of the Texas
     Uniform  Commercial Code as to the Debtor's interest in the Partnership and
     may  exercise  all rights, remedies and powers of a secured party under the
     Texas Uniform Commercial Code, including, without limitation, the right and
     power  to sell, at public or private sale or sales, or otherwise dispose of
     such interest in any manner authorized or permitted under the Texas Uniform
     Commercial  Code  after  default  by  a  debtor,  and to apply the proceeds
     thereof  toward payment of any and all costs, expenses (including attorneys
     fees and court costs) thereby incurred by Secured Party, and toward payment
     of  the  Debtor's  obligation  in such order or manner as Secured Party may
     elect.

          (c) To the extent permitted by law, Debtor expressly waives any notice
     of  sale  or  other disposition of its interests in the Partnership and any
     other  rights  or  remedies  of  a  debtor or formalities prescribed by law
     relative  to  sale or disposition of such interest or exercise of any other
     right  or  remedy  of  a  secured  party existing after default; and to the
     extent  any  such  notice  is  required  and


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     cannot  be  waived,  Debtor  agrees  that if such notice is mailed, postage
     prepaid,  to  the Debtor at least ten (10) days before the date of the sale
     or  such  disposition, such notice will be deemed reasonable and will fully
     satisfy  any  requirements  for  the  giving  of  said  notice.

     3.5  ADDITIONAL  CAPITAL  CONTRIBUTIONS. Except as provided in Sections 3.1
through  3.4,  the  Partners  shall  not  be  obligated  to  make any additional
contributions to the capital of the Partnership. If additional capital is needed
for  the  purposes  of  the  Partnership as reasonably determined by the General
Partner,  then  the  General  Partner  may  request, but not require, additional
capital  from  the  Limited Partners ("ADDITIONAL CAPITAL CONTRIBUTIONS") in the
same  proportion  of  Initial  Capital  Contributions  set  forth in Column I of
Exhibit  "A"  hereto,  or  borrow  such  additional  capital  on  behalf  of the
-----------
Partnership.  Any such loans shall be on commercially reasonably terms and shall
be from any third party or from any one or more of the Partners. With respect to
such loans from third party lenders, the Financing Partners agree to provide all
personal guaranties and other types of credit enhancement of any nature that may
be  required  by  any such third party lender in connection with any loan to the
Partnership.  In  the  event  that  any Partner shall make an Additional Capital
Contribution  pursuant  to  this  Section 3.5, such Partner shall be entitled to
receive  a Preferred Return on such additional amount after any Preferred Return
owing  to  American  Homestar  Corporation  pursuant  to  Section  3.2  has been
distributed.

                                   ARTICLE IV
                               PROFITS AND LOSSES

     4.1  ALLOCATIONS.  Allocations  of  income,  gains,  deductions, losses and
credits  among  the  Limited  and  General  Partner  shall  be determined by the
Partnership  Interest  percentage  set  opposite  its  name  on  Exhibit  "A".
                                                                 ------------

     4.2  TRANSFER  -  TRANSFEREE  ALLOCATIONS.  If  a  Partnership  Interest is
transferred  in  accordance  with Article 10 during any year, the income, gains,
losses,  and  deductions allocable in respect to that Partnership Interest shall
be prorated between the transferor and the transferee on the basis of the number
of days in the year that each was the holder of that Interest, without regard to
the results of the Partnership operations during the period before and after the
transfer,  unless the transferor and transferee otherwise agree to an allocation
based on the result as of the record date of transfer and agree to reimburse the
Partnership  for  the  cost  of  making  and  reporting their agreed allocation.

     4.3  RECAPTURE.  In the event that the Partnership recognizes income, gain,
or  addition  to  tax  by  virtue of the recapture of any previously deducted or
credited  item,  such  recaptured  income  or  gain  or addition to tax shall be
allocated to the Partners in the same percentage as allocated at the time of its
deduction.

                                    ARTICLE V
                               CASH DISTRIBUTIONS


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     5.1  CASH  DISTRIBUTIONS.  After  the payment and satisfaction of all trade
debts  and  any  loans  made  to the Partnership by the Partners and any and all
third parties for acquisition and/or development of the Property, then Available
Cash  shall  be  paid  as  follows:

          (a)  first,  all  accrued and unpaid Preferred Return shall be paid to
     American  Homestar  Corporation  as  set  forth  in  Section  3.2;

          (b)  second,  all accrued and unpaid Preferred Return shall be paid to
     eligible  Partners  as  set  forth  in  Section  3.5;

          (c)  third,  the  Additional Capital Contribution of American Homestar
     Corporation  shall  be  repaid  to  such  Partner;

          (d)  fourth,  the  Additional  Capital  Contributions,  if any, of the
     Partners  shall  be  repaid  pro  rata  in accordance with their respective
     Partnership  Interests;

          (e)  fifth, the Initial Capital Contributions of the Partners shall be
     repaid  pro rata in accordance with their respective Partnership Interests;
     and

          (f)  thereafter,  to  the  Partners  in  the same ratio as profits and
     losses  are  allocated  pursuant  to  Section  4.1.

     No  Partner  shall  have the right to require the return of any part of the
Capital  Contributions made by such Partner unless there is sufficient Available
Cash and distributions are made in accordance with this Section 5.1. No interest
shall  be  payable to any Partner on any of the Capital Contributions made by or
on  behalf  of  any  Partner  to  the  Partnership.

     5.2  NO  COMPENSATION  OF GENERAL PARTNER. The General Partner shall not be
entitled  to  any  compensation  for  its  time,  effort  and  services  to  the
Partnership,  except  for distributions received by the General Partner pursuant
to  Section  5.1.  However,  the Partnership shall be obligated to reimburse the
General  Partner  all  reasonable  costs  and  expenses  incurred by the General
Partner as they may mutually agree on behalf of the Partnership, including those
relating  to  the  formation  and  organization  of  the  Partnership.

                                   ARTICLE VI
                        OWNERSHIP OF PARTNERSHIP PROPERTY

     6.1  All  real  property,  including  all  improvements  placed  or located
thereon, and all personal property acquired by the Partnership shall be owned by
the  Partnership, such ownership being subject to the other terms and provisions
of  this  Agreement.  Each  Partner hereby expressly waives the right to require
partition  of  any  Partnership  property  or  any  part  thereof.

                                   ARTICLE VII


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                                BOOKS AND RECORDS

     7.1  ELECTIONS.  The  Partnership shall elect as a fiscal year the calendar
year.  The  Partnership  shall elect to be taxed on such method of accounting as
the General Partner shall determine. The Partnership shall not elect to be taxed
other  than  as  a  partnership.

     7.2  CAPITAL ACCOUNTS OF PARTNERS. The Partnership shall maintain a capital
account  for  each  Partner, the initial balance of each of which shall be zero.
Each  Partner's  capital  account shall be increased (1) by any income and gains
allocated  to that Partner for federal income tax purposes pursuant to Article 4
of  this Agreement, and (2) by the amount of cash contributed to the Partnership
by  that  Partner.  The  Partner's capital account shall be decreased (1) by any
deductions  and losses allocated to that Partner for federal income tax purposes
pursuant  to  Article  4  of  this  Agreement,  and  (2)  by  the amount of cash
distributed  by  the  Partnership  to  that  Partner.

     7.3  FINANCIAL  STATEMENTS. Annually, the General Partner shall cause to be
prepared  statements  showing the financial condition of the Partnership, copies
of  which  shall  be  delivered  to  each  Partner.

     7.4  TAX  RETURNS.  The General Partner shall use its best efforts to cause
the  Partnership  to  file  all  tax  and  information  returns  required of the
Partnership  and to furnish to the Limited Partners the tax information required
by  them  for  federal,  state  and  local  tax  purposes  in  a timely fashion.

     7.5  MAINTENANCE  AND INSPECTION OF BOOKS. The Partnership shall maintain a
complete and accurate set of books, records, and supporting documents. The books
of  account  and all other financial records of the Partnership shall be kept at
the  Partnership's  principal  place  of  business,  and may be inspected at any
reasonable  time  by  the  Limited  Partners  or  their  representatives.

     7.6  BANK ACCOUNTS, FUNDS AND ASSETS. The funds of the Partnership shall be
deposited  in  such bank or banks as the General Partner shall deem appropriate.
Subject  to the provisions of this Agreement, the funds may be withdrawn only by
the  General  Partner  or  its  duly  authorized agents. All bank accounts shall
require the signatures of the General Partner on all checks. The General Partner
shall  have  a fiduciary responsibility for the safekeeping and use of all funds
of the Partnership, whether or not in their immediate possession or control, and
they  shall  not employ, or permit another to employ, the funds or assets in any
manner, except for the exclusive benefit of the Partnership. The General Partner
shall  not  commingle  or permit the commingling of the funds of the Partnership
with  the  funds  of  any  other  person.

                                  ARTICLE VIII
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS


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     8.1  ADMISSION OF LIMITED PARTNERS. No additional Limited Partners shall be
admitted  to  the  Partnership except upon amendment of this Agreement, although
substituted  Limited  Partners  may  be  admitted  pursuant  to Article X below.

     8.2  PARTICIPATION  IN MANAGEMENT. No Limited Partner shall have the right,
power,  or  authority  to  take  any part in the control or management of, or to
transact  any  business  for,  the  Partnership,  or  to  sign  for  or bind the
Partnership  in  any  manner.

     8.3  LIMITED  LIABILITY.  No  Limited  Partner  shall be liable for losses,
debts,  or  obligations  of  the  Partnership  in  excess of its Initial Capital
Contribution,  plus  its  undistributed  share  of  the  Partnership  profits.

     8.4  PARTICIPATION IN OTHER ACTIVITIES. No Limited Partner, or any officer,
director, shareholder, or other person holding a legal or beneficial interest in
any  Limited Partner, shall, by virtue of the interest in the Partnership, be in
any  way  prohibited or restricted from engaging in, investing in, or possessing
an  interest  in  any  business activity of any nature or description, including
those which may be equivalent to or in competition with the Partnership. Neither
the Partnership nor any Partner shall have any right by virtue of this Agreement
or  any  relationship  created by this Agreement in or to such other ventures or
activities  or  to  the  income  or  proceeds  derived  from  them.

     8.5  GENERAL  RIGHTS  AND  LIMITATIONS  OF  THE LIMITED PARTNERS. Except as
otherwise  set  forth  in  this  Agreement,  a Limited Partner who is not also a
General  Partner  shall  not  be:

          (a)  Personally  liable  because  of  its  Partnership Interest in the
     Partnership  for  any  losses  of  any  other  Limited  Partner;

          (b)  Entitled  to  be paid any salary or to have a Partnership drawing
     account;

          (c)  Entitled  to  receive  any  interest  on  its  Initial  Capital
     Contributions  or  balance  in  its  capital  account;  or

          (d)  Entitled  to  priority  over  any  other  Limited  Partners.

     8.6 VOTING. Each Limited Partner shall be entitled to a vote in all matters
for  which  this Agreement gives Limited Partners the right to vote, consent, or
agree.  Each  Limited  Partner's  vote shall be equal in percentage to the ratio
that  its  Partnership  Interest  bears  to  one  hundred  percent  (100%).

     8.7  LIMITATIONS  ON  TRANSFERABILITY.  The  ownership  interest  in  the
Partnership  owned  by  a Limited Partner shall not be transferable except under
the  conditions  set  forth  in  Article  10  of  this  Agreement.

                                   ARTICLE IX


                                       10
<PAGE>
                              THE GENERAL PARTNER

     9.1  DUTIES. Subject to any specific limitation contained in this Agreement
or  provided  by  applicable  law,  the  General  Partner  shall  have exclusive
responsibility  and  authority  to  take  all  action  necessary or desirable to
accomplish  the  purposes  of  the Partnership, and shall have exclusive control
over  the  management and affairs of the Partnership. The General Partner agrees
to  manage and control the affairs of the Partnership to the best of its ability
and to conduct the operations contemplated under this Agreement in a careful and
prudent  manner  and  in  accordance  with  good  industry practice. The General
Partner  may  subcontract  to  others  all  or  a  portion  of  its  duties.

     9.2  SPECIFIC  LIMITATIONS.  The  General Partner agrees that it shall not:

          (a)  Commingle  the  Partnership's  funds  or assets with those of any
     other person, or employ or permit any person to employ such funds or assets
     in  any  manner  that  is not for the exclusive benefit of the Partnership;

          (b) Bind or obligate the Partnership with regard to any matter outside
     the  scope  of  the  Partnership  business;  and

          (c)  Use  the  Partnership  name,  credit,  or property for other than
     Partnership  purposes.

     9.3  SPECIFIC  POWERS.  The  General Partner or its agents or assigns shall
without  limitation  have  the  authority  to:

          (a)  Acquire or dispose of the personal property (but not any interest
     in  real  property  except  by  a vote of a Majority in Interest of Limited
     Partners) for cash, securities, other property, or any combination of them,
     on such terms and conditions as the General Partner may, from time to time,
     determine  (including,  in  instances  where  the  personal  property  is
     encumbered,  on  either  an  assumption  or  a  "subject  to"  basis);

          (b) Finance the Partnership's activities either with the seller of the
     Property  or  by  borrowing money from third parties, all on such terms and
     conditions  as  the  General  Partner deems appropriate. In instances where
     money  is  borrowed for Partnership purposes, the General Partner shall be,
     and hereby is, authorized to pledge, mortgage, encumber, and grant security
     interest  in  Partnership  personal  properties  (but  not in real property
     except  by  a  vote  of a Majority in Interest of Limited Partners) for the
     repayment  of  such  loans.

          (c)  Acquire,  own, hold, improve, manage, and lease personal property
     (but  not  in  real  property except by a vote of a Majority in Interest of
     Limited  Partners),  either  alone  or  in  conjunction with others through
     partnerships,  limited  partnerships,  joint  ventures,  or  other business
     associations  or  entities;


                                       11
<PAGE>
          (d)  Employ, retain, or otherwise secure or enter into other contracts
     with  personnel  or  firms  to  assist  in  the  acquisition,  development,
     improvement,  management,  and  general  operation  of  the  Partnership
     properties,  including,  but not limited to, real estate brokers or agents,
     supervisory,  development  and/or  building  management  agents, attorneys,
     accountants, and engineers, all on such terms and for such consideration as
     the  General  Partner  deems  advisable;  and

          (e) Take any and all other action which is permitted under the Act and
     which  is  customary or reasonably related to the development, improvement,
     management,  and  leasing  of  real,  personal,  or  mixed  property.

     9.4  RELIANCE.  Persons  dealing  with the Partnership shall be entitled to
rely  conclusively  on the authority and power of any of the then acting General
Partner  as  set  forth  in  this  Agreement.

     9.5  INQUIRIES.  In  no  event  shall  any  person dealing with the General
Partner  or  any of its representatives with respect to any business or property
of  the  Partnership  be  obligated  to  ascertain  that  the provisions of this
Agreement  have been complied with or be obligated to inquire into the necessity
or  expedience  of any act or action of such persons. Every contract, agreement,
security agreement, promissory note, or other instrument or document executed by
either  a General Partner or its representatives with respect to any business or
property  of  the  Partnership  shall be conclusive evidence in favor of any and
every  person  relying  on  or  claiming  thereunder that (1) at the time of the
execution  and/or  delivery  of the instrument or document this Agreement was in
full  force  and  effect;  (2)  the  instrument or document was duly executed in
accordance  with  the terms and provisions of this Agreement and is binding upon
the  Partnership  and  all  of  the Partners, and (3) the General Partner or its
representatives  were  duly  authorized and empowered to execute and deliver any
such  instrument  or  document  for  and  on  behalf  of  the  Partnership.

     9.6 TAX MATTERS PARTNER. The General Partner, is hereby designated as a Tax
Matters  Partner  as  defined  in  Section  6231 of the Internal Revenue Code as
amended for so long as it shall remain a General Partner. If the General Partner
is  removed or resigns, then the substituted General Partner shall be designated
the  Tax  Matters  Partner.

     In  the  event that an audit of the Partnership occurs, and the Tax Matters
Partner does not reach a settlement agreement with the Internal Revenue Service,
the  Tax  Matters  Partner shall in his sole discretion choose whether to file a
petition  for  readjustment  of the Partnership items with either the Tax Court,
the  District  Court  of  the  United  States  for  the  district  for which the
Partnership's  place  of  business  is  located,  or  the  Court  of  Claims.

     9.7  OBLIGATIONS  NOT  EXCLUSIVE.  The General Partner shall be required to
devote  only  such  time  as is reasonably necessary to manage the Partnership's
business,  it  being  understood  that  the  General  Partner has other business
activities  and  therefore  shall  not  devote  its  time  exclusively  to  the
Partnership.  No  General  Partner,  or  any  officer,


                                       12
<PAGE>
director, shareholder, or other person holding a legal or beneficial interest in
any  General Partner, shall, by virtue of the interest in the Partnership, be in
any  way  prohibited or restricted from engaging in, investing in, or possessing
an  interest  in  any  business activity of any nature or description, including
those which may be equivalent to or in competition with the Partnership. Neither
the  Partnership  nor any Partner shall have a right by virtue of this Agreement
or  any  relationship  created by this Agreement in or to such other ventures or
activities  or  to  the  income  or  proceeds  derived  from  them.

     9.8  LIABILITY OF GENERAL PARTNER TO LIMITED PARTNERS. The General Partner,
its  representatives,  employees,  and  agents  shall  not  be  liable  to  the
Partnership  or  to  the  Limited  Partners  for losses sustained or liabilities
incurred  as  a  result  of  any  error  of  judgment or mistake of law or fact,
including  simple  negligence, or for any act done or omitted to be done in good
faith in conducting the Partnership business, unless the error, mistake, act, or
omission  was  performed or omitted fraudulently or constituted gross negligence
or  willful  misconduct.

     9.9  INDEMNIFICATION  OF  GENERAL  PARTNER.  The  General  Partner and each
representative,  assignee,  or  agent of the General Partner shall be protected,
defended, indemnified, and held harmless by the Partnership from and against any
loss,  expense, damage, or injury suffered or sustained by them by reason of any
acts,  omissions,  or  alleged acts or omissions, even if such acts or omissions
constitute  simple  negligence,  arising  out  of  the activities of the General
Partner  on  behalf of the Partnership or in furtherance of the interests of the
Partnership,  including,  but  not limited to, any judgment, accord, settlement,
reasonable  attorney's  fees, and other costs or expenses incurred in connection
with  the  defense  of  any  actual  or threatened action, proceeding, or claim:
provided,  however,  that  the  General  Partner  shall  not  be  entitled  to
indemnification  under  this paragraph if the acts, omissions or alleged acts or
omission on which any actual or threatened action, proceeding, or claim is based
were:  (1)  performed  or  omitted  fraudulently:  (2)  resulted  from the gross
negligence  by or willful misconduct of the General Partner or (3) resulted from
a  breach  by  the  General  Partner  of a material provision of this Agreement.

                                    ARTICLE X
                        TRANSFERS OF PARTNERSHIP INTEREST

     10.1 TRANSFER OF GENERAL PARTNER INTEREST. The General Partner may, without
the  consent  of any of the other Partners, transfer its Partnership Interest or
any  part  thereof  to  a  third  party so long as the original General Partner,
individually, maintains the ownership of a majority of its Partnership Interest.

     10.2  WITHDRAWAL  OR  REMOVAL  OF  GENERAL  PARTNER.

          (a)  The  General  Partner  may:

               (1)  resign  or  withdraw from the Partnership as General Partner
                    without  the  consent  of  the  Limited  Partners;


                                       13
<PAGE>
               (2)  be  removed  at any time, for cause, by the affirmative vote
                    of  49.5%  in  interest of Limited Partners. As used in this
                    paragraph  "Cause"  shall mean (i) a material violation by a
                    General  Partner  of  its  fiduciary  duties,  (ii)  willful
                    misconduct,  (iii)  gross  negligence,  or  (iv)  a material
                    violation  of  this Agreement by the General Partner or as a
                    Financing  Partner.

          (b)  Immediately  on  withdrawal  or removal of the General Partner, a
     successor  General  Partner  shall be selected by Limited Partner, American
     Homestar.

          (c)  A  General Partner departing for whatever reason shall relinquish
     its  Partnership  interest  and  the  right  to  any distributions and such
     successor  General  Partner  shall accede to such interest and right in the
     Partnership.

     10.3  SUBSTITUTED  LIMITED PARTNER. Each Limited Partner hereby consents to
the  admission  as  a  substituted  Limited Partner of any person complying with
Section  10.7.  When  compliance with this Agreement has been shown, the General
Partner  shall  cause  the  necessary amendments to be filed as required by law.

     10.4  TRANSFER  ON  DEATH  OF  A LIMITED PARTNER. On the death of a Limited
Partner,  its  successor in interest shall succeed to the decedent's Partnership
Interest, and shall be liable for the obligations of the decedent, but shall not
become  a  substituted  limited  partner  until compliance with Section 10.6 and
10.7.

     10.5  WITHHOLDING  OF  DISTRIBUTIONS.  From  the date of the receipt of any
instrument  relating  to  the transfer of a Partnership Interest, or at any time
the  General  Partner  is  in  doubt  as  to  the  person  entitled  to  receive
distributions  in  respect of any such Partnership Interest, the General Partner
may withhold any such distributions until the transfer is completed or abandoned
or  any  dispute  is  resolved.

     10.6 FAMILY TRANSFERS BY LIMITED PARTNERS. Subject to Section 10.7 below, a
Limited  Partner  may  sell  or  otherwise  transfer  all  or  any  portion of a
Partnership  Interest  to  the spouse or any direct ascendants or descendants of
the  Limited Partner or to a trust, corporation, partnership, or other entity in
which  all  of  the  beneficial  interest is held by or for the Limited Partner,
spouse,  ascendants, or descendants, provided the transfer would not result in a
termination  of  the  Partnership.

     10.7  CONDITIONS  OF  EFFECTIVE  TRANSFER.  A  purported  transfer  of  a
Partnership  Interest  by a Limited Partner shall be valid as to the Partnership
and  the  General  Partner  on the first day of the month following the month in
which  (1)  the  General  Partner and a Majority In Interest of Limited Partners
have  consented  in  writing  to  the  transfer;  and  (2)


                                       14
<PAGE>
the General Partner is satisfied that the following conditions, any of which may
be  waived  by  the  General  Partner,  have  been  met:

          (a)  The  transferor  and  transferee  have  agreed  to  provide  the
     Partnership with the information in their possession required to permit the
     Partnership  to make any basis adjustments required by the Internal Revenue
     Tax  Code;

          (b)  The  transferee  has  delivered an instrument satisfactory to the
     General  Partner  by  which the transferee accepts and adopts the terms and
     provisions  of  this Agreement, including the assumption of any obligations
     of  the  transferor  to  the  Partnership;

          (c) The transferor has agreed to pay a reasonable fee to reimburse the
     Partnership  for the costs incurred in connection with the admission of the
     transferee as a substitute limited partner, including any costs incurred or
     to  be incurred by the Partnership in connection with the basis adjustments
     and  additional  accounting  operations  required;

          (d)  The transferor has delivered to the General Partner an opinion of
     counsel  in  form  and substance satisfactory to the General Partner to the
     effect  that  neither  the transfer nor any offering in connection with the
     transfer  violates  any  provision  of  any  federal or state securities or
     comparable  law;

          (e)  The  General  Partner  has determined that the transfer would not
     cause  a  termination  of  the  Partnership,  within  the provisions of the
     Internal  Revenue  Code;

          (f)  The  transfer  is evidenced by an instrument in writing signed by
     the  transferor  and  transferee  stating,  among  other  things,  that the
     transferor  has  the right to transfer, and the transferee has the right to
     acquire,  the transferor's Partnership Interest, and acknowledging that the
     transferee  is  bound  by  the  terms  of  this  Agreement;  and

          (g)  The  transferee  has  delivered a statement in form and substance
     reasonably  satisfactory  to  the  General  Partner  making  appropriate
     representation  and  warranties  with  respect  to  the  satisfaction  of
     applicable  federal  and  state  securities  laws.

     10.8  ASSIGNMENTS  BY  OPERATION  OF LAW. If any Limited Partner shall die,
with  or without leaving a will, become non compos mentis, or become bankrupt or
insolvent, or if a corporate or partnership Limited Partner dissolves during the
Partnership  term,  the  legal  representatives,  heirs,  and  legatees, and the
spouse,  if  the Partnership Interest of the Limited Partner have been community
property  of  the  Partner  and  the  Partner's spouse, bankruptcy assignees, or
corporate  or  partnership  distributees  shall  not  become  substitute Limited
Partners  but  shall  have,  subject  to  the  other  terms  and


                                       15
<PAGE>
provisions  thereof,  such  rights  as are provided with respect to such persons
under  the  Act;  provided,  however,  such  legal  representatives,  heirs  and
legatees,  bankruptcy  assignees  and  corporate or partnership distributees may
become  substitute  Limited  Partners  with  the consent of the General Partner.

     10.9  RIGHT  OF  FIRST  REFUSAL.  In  addition to the other limitations and
restrictions  set  forth in this Section 10, except as permitted by Section 10.6
hereof,  no Limited Partner shall transfer all or any portion of his Partnership
Interest  (the  "OFFERED  INTERESTS") unless such Limited Partner (the "Seller")
first  offers to sell the Offered Interest pursuant to the terms of this Section
10.

          (a)  LIMITATION  ON  TRANSFERS.  No  transfer  may  be made under this
     Section  10.9  unless  the  Seller  has  received  a  bona  fide offer (the
     "PURCHASE  OFFER")  from  a  third  party (the "PURCHASER") to purchase the
     Offered  Interest  for a purchase price (the "OFFER PRICE") denominated and
     payable  in  United  States  dollars  at  closing or according to specified
     terms,  with or without interest, which offer shall be in writing signed by
     the  Purchaser  and shall be irrevocable for a period ending no sooner than
     the  day  following  the  end  of the Offer Period, as hereinafter defined.

          (b)  OFFER NOTICE. Prior to making any transfer that is subject to the
     terms  of  this  Section 10.9, the Seller shall give to the Partnership and
     each  Limited  Partner  written  notice  (the  "OFFER  NOTICE") which shall
     include  a  copy  of  the Purchase Offer and an offer (the "FIRM OFFER") to
     sell  the Offered Interests to the Limited Partners and the General Partner
     (the  "OFFEREES")  for the Offer Price, payable according to the same terms
     as  those  contained  in  the  Purchase  Offer.

          (c)  OFFER  PERIOD.  The  Firm Offer shall be irrevocable for a period
     (the  "OFFER  PERIOD") ending at 11:59 PM., local time at the Partnership's
     principal  place of business, on the thirtieth (30th) day following the day
     of  the  Offer  Notice.

          (d)  ACCEPTANCE OF FIRM OFFER. At any time during the thirty (30) days
     of the Offer Period, any Offeree may accept the Firm Offer as to all or any
     portion  of  the  Offered  Interest,  by  giving  written  notice  of  such
     acceptance  to  the  Seller  and  the  General  Partner  which notice shall
     indicate the maximum Interests that such Offeree is willing to purchase. In
     the  event  that  within  the  first  thirty (30) days of the Offer Period,
     Offerees  ("ACCEPTING  OFFEREES"),  in the aggregate, accept the Firm Offer
     with  respect  to  all  of  the  Offered Interests, the Firm Offer shall be
     deemed  to  be  accepted and each such Accepting Offeree shall be deemed to
     have accepted that portion of the Offered Interests that corresponds to the
     ratio of the Interests that such Accepting Offerees indicated a willingness
     to  purchase.  In  the  event  that  Offerees including the General Partner
     ("ACCEPTING  OFFEREES"),  in  the  aggregate,  accept  the  Firm Offer with
     respect  to  all  of  the  Offered Interest, the Firm Offer shall be deemed
     accepted.  If  Offerees  do  not  accept  the  Firm  Offer


                                       16
<PAGE>
     as  to  all  the  Offered  Interest during the Offer Period, the Firm Offer
     shall  be  deemed  to  be  rejected  in  its  entirety.

          (e)  CLOSING OF PURCHASE PURSUANT TO FIRM OFFER. In the event that the
     Firm  Offer  is  accepted,  the closing of the sale of the Offered Interest
     shall  take  place within thirty (30) days after the Firm Offer is accepted
     or,  if  later,  the  date  of closing set forth in the Purchase Offer. The
     Seller  and  all  Accepting  Offerees  shall  execute  such  documents  and
     instruments  as  may  be necessary or appropriate of effect the sale of the
     Offered  Interest  pursuant to the terms of the Firm Offer and this Section
     10.

          (f)  SALE  PURSUANT  TO  PURCHASE OFFER IF FIRM OFFER REJECTED. If the
     Finn  Offer is not accepted in the manner herein above provided, the Seller
     may  sell  the  Offered Interest to the Purchaser at any time within thirty
     (30)  days  after the last day of the Offer Period, provided that such sale
     shall  be  made  on terms no more favorable to the Purchaser than the terms
     contained  in  the  Purchase  Offer  and  provided  further  that such sale
     complies  with  other terms, conditions, and restrictions of this Agreement
     that  are  applicable  to  sales  of  a  Partnership  Interest  and are not
     expressly  made inapplicable to sales occurring under this Section 10.9. In
     the  event  that  the  Offered  Interest is not sold in accordance with the
     terms  of  the  preceding sentence, the Offered Interest shall again become
     subject  to  all  of  the conditions and restrictions of this Section 10.9.

     10.10  EXPENSES  OF  TRANSFER.  The person acquiring a Partnership Interest
pursuant  to  any  of  the provisions of this Article X shall bear all costs and
expenses  necessary to effect a transfer of that Partnership Interest including,
without  limitation, reasonable attorney's fees incurred in preparing amendments
to  this Agreement of Limited Partnership to reflect the transfer or acquisition
and  the  cost  of  filing  the  amendments  with  the  appropriate governmental
officials.

     10.11  AMENDMENT  OF  CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP. For
the  admission to the Partnership of any Partner, the General Partner shall take
all  steps  necessary  and appropriate to prepare and record an amendment of the
Certificate  of  Limited  Partnership,  prepare and execute an amendment of this
Agreement.  For  this  purpose, they may exercise the powers of attorney granted
pursuant  to  Section  13.5.  An amendment of this Agreement required to add new
Limited  or  General Partner need only be filed at the end of the month in which
each  new  Limited  or  General  Partner  is  to  be  added.

     10.12  SURVIVAL  OF  LIABILITIES.  No  sale  or assignment of a Partnership
Interest,  even  if  it  results  in substitution of the assignee or vendee as a
Limited  Partner, shall release the assignor or vendor from those liabilities to
the  Partnership  that  survive  the  assignment  or  sale  as  a matter of law.

                                   ARTICLE XI


                                       17
<PAGE>
                                   AMENDMENTS

     11.1 PROPOSAL OF AMENDMENTS GENERALLY. Any amendments to this Agreement may
be  proposed:

          (a)  By  the  General  Partner, which shall give notice to the Limited
     Partners  of (1) the text of such amendment, (2) a statement of the purpose
     such  amendment, (3) an opinion of counsel obtained by such General Partner
     to  the  effect  that  such  amendment  is  permitted  by  the Act and this
     Agreement,  will  not  impair the limited liability of the Limited Partners
     and  will  not  adversely affect the classification of the Partnership as a
     partnership  for  federal  income  tax  purposes;  or

          (b)  By  any  Limited Partner, who shall submit to the General Partner
     the  text  of  such  proposed  amendment,  together with a statement of the
     purpose of such amendment and an opinion of counsel obtained by them, which
     counsel  shall  not have been disapproved of by the General Partner, to the
     effect that such amendment is permitted by the Act and this Agreement, will
     not  impair  the  limited  liability  of  the Limited Partners and will not
     adversely affect the classification of the Partnership as a partnership for
     federal  income  tax  purposes.

     The  General  Partner  shall,  within twenty (20) days after receipt of any
proposal  under  subsection)  above, give written notice to all Partners of such
proposed  amendment,  such  statement  of  purpose  and such opinion of counsel,
together  with  the  views,  if any, of the General Partner with respect to such
proposed amendment (including with respect to whether such proposed amendment is
permitted  by  the Act and this Agreement, will not impair the limited liability
of  the  Limited  Partners  or  will  adversely affect the classification of the
Partnership  as  a  partnership  for  federal  income  tax  purposes).

     11.2. ADOPTION OF AMENDMENTS. Amendments to this Agreement shall be adopted
only  upon  the  affirmative vote of a Majority in Interest of Limited Partners.
Upon  such  vote,  the  General Partner shall within a reasonable time after the
adoption  of  any  amendment  to  this  Agreement  make  any official filings or
publications  required  or  desirable  to  reflect such amendment, including any
required  filing  for  recordation  of  any  certificate.

     11.3  LIMITATIONS  ON  AMENDMENTS.  No  amendment  to  this  Agreement may:

          (a)  Add  to,  detract  from  or  otherwise modify the purposes of the
     Partnership  without  the  affirmative  vote  of  all  the  Partners;

          (b)  Enlarge  the  obligations  of any Partner under this Agreement or
     convert  the  Partnership  Interest  of  any  Limited  Partner  into  the
     Partnership  Interest  of a General Partner or modify the limited liability
     of  any  Limited  Partner


                                       18
<PAGE>
     without  the  consent  of  such  Partner  and  the consent of a Majority in
     Interest  of  Limited  Partners;

          (c) Modify the order provided in Article IV for allocations of profits
     and  losses, the order provided in Article V for cash distributions, or the
     order  provided  in  Section  12.3  for  distribution of cash proceeds upon
     dissolution  without the written consent of each Partner adversely affected
     by  such  modification and the written consent of a Majority in Interest of
     Limited  Partners;

          (d)  Amend  this  Article  XI or Article X, or Sections 3.5 and 5.2 of
     this  Agreement  without  the  written  consent  of  all  Partners;

          (e) Adopt any amendment to this Agreement that increases the liability
     of any Partner, or changes the contributions required by any Partner or the
     rights  of  any  Partner  in  interest  in the profits, losses, deductions,
     credits,  revenues,  or  distributions  of  the  Partnership,  rights  upon
     dissolution, or any voting rights specifically set forth in this Agreement,
     without  the  written  consent  of  that  Partner.

                                  ARTICLE XII
                          DISSOLUTION AND TERMINATION

     12.1  DISSOLUTION AND TERMINATION OF THE PARTNERSHIP. The Partnership shall
be  dissolved  upon  the  occurrence  of  any  of  the  following:

          (a)  The  bankruptcy  or  insolvency  of  the  General  Partner or the
     occurrence  of  any  other event that would permit a trustee or receiver to
     acquire  control  of  the  affairs  of  the  General  Partner;

          (b)  The  withdrawal  from  the Partnership, death, or insanity of the
     General  Partner;

          (c)  Agreement  of  the  General Partner and a Majority In Interest of
     Limited  Partners  to  dissolve;

          (d)  Any  disposition  of  all  of  the  property  of the Partnership;

          (e)  The  termination  of  the Partnership pursuant to Section 1.8; or

          (f)  The  occurrence  of  any  other  circumstances  that by law would
     require the Partnership to be dissolved. The dissolution shall be effective
     on  the  day  on  which  the  event  causing  dissolution  occurs,  but the
     Partnership  shall  not terminate until its assets have been distributed in
     accordance  with  the  provisions  of  this  Agreement.

     12.2  CONTINUATION  OF  BUSINESS  ENTERPRISE.


                                       19
<PAGE>
          (a)  On dissolution of the  Partnership pursuant to Section 12.1(a) or
     (b),  the  Partners  may elect to continue the Partnership by the vote of a
     Majority  In Interest of Limited Partners taken within 90 days of any event
     of  dissolution,  with  any  election  to continue being binding on all the
     Partners.  If  they  elect  to continue the Partnership, the Partners shall
     also  by  a  vote of a Majority In Interest of Limited Partners elect a new
     General  Partner.

          (b)  On  dissolution  of  the  Partnership  after  which  the business
     enterprise  of  the  Partnership is not continued, the liquidating trustee,
     which  shall  be  a  General Partner if the dissolution is one described in
     Section  12.1(c),  (d) or (e) and otherwise shall be a person selected by a
     Majority  In Interest of Limited Partners or by a court having jurisdiction
     over  the  affairs  of the Partnership, shall proceed diligently to wind up
     the  affairs  of the Partnership and distribute its assets. The liquidating
     trustee  shall  use  its  best  efforts to sell the equipment and otherwise
     convert  Partnership  assets  into  cash  as promptly as possible but in an
     orderly  and  businesslike  manner so as not to involve undue sacrifice. No
     Partner  shall have any right to demand or receive property other than cash
     during  Winding  Up.

     12.3  WINDING  UP. The cash proceeds of the Partnership shall be applied or
distributed  on  the  winding  up  of  the Partnership in the following order of
priority:

          (a)  In  payment  of  all  liabilities of the Partnership to creditors
     other than Partners. If any liability is contingent or uncertain in amount,
     a  reserve  equal  to the maximum amount for which the Partnership could be
     reasonably  held  liable shall be established. On the satisfaction or other
     discharge of that contingency, the amount of the reserve remaining, if any,
     will  be treated as income to the extent previously treated as a deduction.

          (b)  Pursuant  to  Section  5.1  (a)  -  (f).


                                  ARTICLE XIII
                                  MISCELLANEOUS

     13.1  MEETINGS  OF  PARTNERS. Meetings of the Partners may be called by the
General  Partner  or  any Limited Partner for any matters for which the Partners
may  vote  as  set  forth  in  this  Agreement, or for a report from the General
Partner on matters pertaining to the Partnership business and activities. A list
of the names and addresses and percentage interest of all Limited Partners shall
be furnished each Limited Partner and shall be maintained as a part of the books
and records of the Partnership. Within seven (7) days after receipt of a written
request in compliance with the above terms, either in person or by registered or
certified  mail,  stating  the purpose of the meeting, the General Partner shall
mail  to all Partners written notice of the place and purpose of such meeting to
be  held  on a date not less than seven (7) nor more than twenty-eight (28) days


                                       20
<PAGE>
after receipt of the request. When a vote of the Limited Partners is called, the
Limited  Partners  may  vote  at  the  meeting  in  person  or  by  proxy.

     13.2  ACTION  WITHOUT  MEETING. Any matter as to which the Limited Partners
are authorized to take action under this Agreement or by law may be taken by the
Limited Partners without a meeting and shall be as valid and effective as action
taken by the Limited Partners at a meeting assembled, if written consents to the
action  by  all  of  the  Limited  Partners  (1)  approve the action and (2) are
delivered  to  the  General  Partner.

     13.3  TAX RETURNS. Each Partner hereby agrees to execute promptly, together
with  acknowledgment  or  affidavit, if requested by a General Partner, all such
agreements,  certificates,  tax  statements, tax returns, and other documents as
may  be  required  of  the Partnership or its Partners by the laws of the United
States  of  America,  the  State  of  Texas,  or  any  other  state in which the
Partnership  conducts or plans to conduct business, or any political subdivision
or  agency  thereof.

     13.4  NOTICES.  All  notices,  offers,  or other communications required or
permitted  to be given pursuant to this Agreement shall be in writing and either
delivered  or deposited in the United States Mail, postage prepaid, addressed to
the respective Partners at the addresses appearing in the records of the General
Partner.  Any Limited Partner may change its address for notice by giving notice
in  writing  to the General Partner stating the new address. The General Partner
may  change  its  addresses for notice by giving written notice of the change to
the  Limited  Partners.

     13.5  POWER  OF  ATTORNEY. By the execution of this Agreement, each Limited
Partner  and  any  assignee  or  transferee  of  a Limited Partner's Partnership
Interest  irrevocably constitutes and appoints each General Partner its true and
lawful  attorney-in-fact  and  agent  to execute, acknowledge, verify, swear to,
deliver, record, and file in that Partner's or assignee's name, place and stead,
all  documents  which  may from time to time be required by any federal or state
law, including the execution, verification, acknowledgment, delivery, filing and
recording  of  this  Agreement, as well as all authorized amendments to any such
document,  all assumed name certificates, documents, bills of sale, assignments,
and  other  instruments or conveyances, leases, contracts, loan documents and/or
counterparts  of any such document, and all other documents that may be required
to  effect  a  continuation of the Partnership and that the General Partner deem
necessary  or  reasonably  appropriate.  The  power  of attorney granted in this
paragraph  shall  be deemed to be coupled with an interest, shall be irrevocable
and survive the death, bankruptcy, incompetency or legal disability of a Limited
Partner,  and  shall  extend  to  that  Limited  Partner's  heirs successors and
assigns.  Each Limited Partner agrees to be bound by any representations made by
the  General Partner acting in good faith pursuant to the Power of Attorney, and
each  Limited  Partner  waives  any  and  all  defenses that may be available to
contest,  negate,  or  disaffirm any action of the General Partner taken in good
faith  under  this  Power  of  Attorney.

     13.6  EFFECTIVE LAW. This Agreement and the rights of the Partners shall be
governed  by  and interpreted in accordance with the laws of the State of Texas.


                                       21
<PAGE>
     13.7  ASSIGNS.  This  Agreement  shall be binding on and shall inure to the
benefit  of  the  Partners  and  their spouses as well as their respective legal
representatives,  heirs,  successors  and  assigns.

     13.8  COUNTERPART  EXECUTION.  This  Agreement  may be executed in multiple
counterparts,  each  of  which shall be considered an original, but all of which
shall  constitute  one  instrument.

     13.9  GENDER  AND NUMBER. Whenever the context requires, the singular shall
include  the  plural and the masculine shall include the feminine and neuter, as
the  identification  of  the  person,  corporation, or other entity may require.

     13.10  SEVERABILITY.  This  Agreement  is  intended  to  be  performed  in
accordance  with,  and  only  to  the  extent permitted by, all applicable laws,
ordinances,  rules,  and  regulations of the State of Texas. If any provision of
this  Agreement or its application to any person or circumstances shall, for any
reason  and  to  any  extent, be held invalid or unenforceable, the remainder of
this  Agreement  and  the  application  of  such  provision  to other persons or
circumstances  shall  not be affected thereby, but rather shall be effective and
in  force  to  the  greatest  extent  permitted  by  law.

     13.11  OPTION  TO  PURCHASE.  Limited  Partner,  Modern Modular Home Rental
Corporation  ("Modem  Modular"), is hereby granted an option to purchase Tract 3
from  the  Partnership  upon  the  terms and conditions set forth in the Earnest
Money  Contract-Commercial  Improved  Property  (the  "Earnest  Money Contract")
attached  hereto  and  marked  Exhibit  "D".  The  option  granted herein may be
exercised  by  Modern  Modular  at  any  time prior to August 6, 2004, by Modern
Modular  providing  written  notice  thereof  to  all  the  Partners, and if not
exercised  by  the preceding date such option shall automatically expire. Within
seven  days  thereafter the parties shall execute the Earnest Money Contract and
the General Partner shall deliver a signed copy to the applicable title company.

     13.12  OPERATING  AGREEMENT. Subsequent to the execution of this Agreement,
the  General  Partner  and  the  Limited  Partners  will  prepare and execute an
operating  agreement  that  will  more specifically define the General Partner's
duties,  responsibilities  and  obligations  with  respect  to  the  day  to day
operations of the Partnership and development of the Property. Once prepared and
signed,  the  Operating Agreement will be subject to the terms and conditions of
this  Agreement  and  will  be  attached  hereto  as  Exhibit  "E"


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       22
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  to be
effective  as  of  the  date  and  year  first  above  written.

GENERAL PARTNER:
---------------

NEHC Properties, Inc.


By: /s/ Joe Fogarty
    -------------------------
    Joe Fogarty, President

    Address for notice:
    340 North Sam Houston Parkway East #140
    Houston, Texas 77060


LIMITED PARTNERS:
----------------

MODERN MODULAR HOME RENTAL CORP., a Texas Corporation


By: /s/ Joe Fogarty
    --------------------------
    Joe Fogarty, President

    Address for notice:
    340 North Sam Houston Parkway East #140
    Houston, Texas 77060


     AMERICAN HOMESTAR CORPORATION, A Texas corporation


By: /s/ Craig A. Reynolds
    -----------------------------------------------
    Craig A. Reynolds, Exec. Vice-President

    Address for notice:
    2450 South Shore Blvd,  Suite 300
    League City, Texas 77573


                                       23
<PAGE>
                                   EXHIBIT "A"
                                       TO
                         114 STARWOOD DEVELOPMENT, LTD.
                              PARTNERSHIP AGREEMENT


GENERAL PARTNER:
---------------

NAME AND ADDRESS                             COLUMN I           COLUMN II
                                                                ---------
                                             Initial Capital   Partnership
                                             Contribution        Interest

NEHC Properties, Inc.
340 North Sam Houston Parkway East #140           $ 1.00             1.00%
Houston, Texas 77067
Phone: 281-272-6134
Facsimile: 281-260-9798
Tax Payer Identification Number: 22-3528608


LIMITED PARTNERS:
----------------

American Homestar Corporation                    $ 49.50            49.50%
2450 South Shore Blvd.    Suite 300
League City, Texas 77573
Phone: 281-334-9701
Facsimile: 281-334-6320
Taxpayer Identification Number: 76-0070846

Modern Modular Home Rental Corp.                 $ 49.50            49.50%
340 North Sam Houston Parkway East #140
Houston, Texas 77060
Phone: 281-272-6134
Facsimile: 281-260-9798
Taxpayer Identification Number: 38-3642546


                                      A-1
<PAGE>
                                    AGREEMENT

     This  Agreement (this "Agreement") is made as of the 1st day of July, 2004,
                            ---------
by  and  among  American  Homestar  Corporation,  a Texas Corporation ("American
                                                                        --------
Homestar"),  NEHC  Properties,  Inc.,  a  Texas corporation ("NEHC"), and Modern
--------                                                      ----
Modular  Home  Rental  Corp., a  Texas  corporation ("Modern Modular"). American
                                                      --------------
Homestar,  NEHC,  and  Modern  Modular  are  sometimes  referred  to  herein,
individually or collectively, as the case may be, as a "Party" or the "Parties."
                                                        -----          -------

                                    RECITALS

     WHEREAS,  American  Homestar,  NEHC, and Modern Modular, and are parties to
that  certain Agreement of Limited Partnership of 114 Starwood Development Ltd.,
a Texas limited partnership (the "Partnership") dated as of January 5, 2004 (the
                                                            ---------------
"Partnership  Agreement),  which Partnership Agreement provides for, among other
things,  the  governance  of  the  Partnership  and  the  rights, ownership, and
privileges  of  the  partners  of  the  Partnership;

     WHEREAS,  during  discussions  and  negotiations  relating to the terms and
provisions  of the Partnership Agreement, the Parties orally agreed that each of
the  partners  would  be responsible for their respective proportionate share of
the  net  cash  losses,  if  any, of the Partnership at the time the Partnership
winds  up  its  affairs;

     WHEREAS,  the  partners  made additional oral agreements to the effect that
such  net  cash  losses,  if  any,  will  include American Homestar's additional
capital  contributions  and earned but unpaid preferred return on the additional
capital contributions, as more fully described in the Partnership Agreement; and

     WHEREAS,  the  Partnership  Agreement  does  not explicitly set forth these
agreements  between  the  partners,  and the Parties wish to clarify and confirm
that  such  agreements  were  made between the Parties and was the intention and
understanding  of  the Parties at the time they formed the Partnership that such
net  cash  losses,  if  any,  will  be appropriated to the partners as set forth
above.

     NOW,  THEREFORE,  for  and  in  consideration of the recitals above and the
mutual covenants contained herein and other good and valuable consideration, the
receipt  and  sufficiency  of  which  are hereby acknowledged and confessed, the
Parties  do  covenant  and  agree  as  follows:

     1. Net Cash Losses. The Parties acknowledge and agree and desire to clarify
        ---------------
their understanding and intention that each of the partners has been responsible
since  the formation of the Partnership and shall continue to be responsible for
each of their respective proportionate shares of the net cash losses, if any, of
the  Partnership  at  the  time  that the Partnership winds up its affairs. This
Agreement  is  intended to clarify the agreements made by the Parties hereto and
shall not amend or modify the Partnership Agreement, which Partnership Agreement
shall  remain  in  full  force  and  effect.


<PAGE>
     IN  WITNESS WHEREOF, this Agreement has been executed by the undersigned on
the date set forth in the first paragraph hereof.

                                     AMERICAN HOMESTAR CORRATION


                                     By: /s/ Craig A. Reynolds
                                         ------------------------------
                                         Craig A. Reynolds, Executive Vice
                                         President and Chief Executive Officer


                                     NEHC PROPERTIES, INC.


                                     By: /s/ Joe Fogarty
                                         ------------------------------
                                         Joe Fogarty, President


                                     MODERN MODULAR HOME RENTAL CORP.


                                     By: /s/ Joe Fogarty
                                         ------------------------------
                                         Joe Fogarty, President


<PAGE>