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                                                                    EXHIBIT 10.2

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                    WELLS TIMBER OPERATING PARTNERSHIP, L.P.

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                                TABLE OF CONTENTS

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

ARTICLE II   PARTNERSHIP FORMATION AND IDENTIFICATION....................     9
             2.01 Formation..............................................     9
             2.02 Name, Office and Registered Agent......................     9
             2.03 Partners...............................................     9
             2.04 Term and Dissolution...................................     9
             2.05 Filing of Certificate and Perfection of Limited
             Partnership.................................................    10
             2.06 Certificates Describing Partnership Units and Special
             Partnership Units...........................................    10

ARTICLE III  BUSINESS OF THE PARTNERSHIP.................................    10

ARTICLE IV   CAPITAL CONTRIBUTIONS AND ACCOUNTS..........................    10
             4.01 Capital Contributions..................................    11
             4.02 Additional Capital Contributions and Issuance of
             Additional Partnership Interests............................    11
             4.03 Additional Funding.....................................    13
             4.04 Capital Accounts.......................................    13
             4.05 Percentage Interests...................................    13
             4.06 No Interest on Contributions...........................    13
             4.07 Return of Capital Contributions........................    14
             4.08 No Third Party Beneficiary.............................    14

ARTICLE V    PROFITS AND LOSSES; DISTRIBUTIONS...........................    14
             5.01 Allocation of Profit and Loss..........................    14
             5.02 Distribution of Cash...................................    16
             5.03 REIT Distribution Requirements.........................    17
             5.04 No Right to Distributions In Kind......................    18
             5.05 Limitations of Return of Capital Contributions.........    18
             5.06 Distributions Upon Liquidation.........................    18
             5.07 Substantial Economic Effect............................    18

ARTICLE VI   RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER.......    18
             6.01 Management of the Partnership..........................    18
             6.02 Delegation of Authority................................    20
             6.03 Indemnification and Exculpation of Indemnitees.........    20
             6.04 Liability of the General Partner.......................    22
             6.05 Reimbursement of General Partner.......................    23
             6.06 Outside Activities.....................................    23
             6.07 Employment or Retention of Affiliates..................    23
             6.08 General Partner Participation..........................    23
             6.09 Title to Partnership Assets............................    24
             6.10 Miscellaneous..........................................    24

ARTICLE VII  CHANGES IN GENERAL PARTNER..................................    24
             7.01 Transfer of the General Partner's Partnership
             Interest....................................................    24
             7.02 Admission of a Substitute or Additional General
             Partner.....................................................    26
             7.03 Effect of Bankruptcy, Withdrawal, Death or
             Dissolution of a General Partner............................    26
             7.04 Removal of a General Partner...........................    27

ARTICLE VIII RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS..............    28
             8.01 Management of the Partnership..........................    28
             8.02 Power of Attorney......................................    28
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             8.03 Limitation on Liability of Limited Partners............    28
             8.04 Ownership by Limited Partner of Corporate General
             Partner or Affiliate........................................    28
             8.05 Redemption Right.......................................    28
             8.06 Registration...........................................    30
             8.07 Redemption of Special Partnership Units................    31

ARTICLE IX   TRANSFERS AND REDEMPTIONS OF LIMITED PARTNERSHIP INTERESTS..    32
             9.01 Purchase for Investment................................    32
             9.02 Restrictions on Transfer of Limited Partnership
             Interests...................................................    32
             9.03 Admission of Substitute Limited Partner................    33
             9.04 Rights of Assignees of Partnership Interests...........    34
             9.05 Effect of Bankruptcy, Death, Incompetence or
             Termination of a Limited Partner............................    35
             9.06 Joint Ownership of Interests...........................    35
             9.07 Redemption of Partnership Units........................    35

ARTICLE X    BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS..................    35
             10.01 Books and Records.....................................    35
             10.02 Custody of Partnership Funds; Bank Accounts...........    36
             10.03 Fiscal and Taxable Year...............................    36
             10.04 Annual Tax Information and Report.....................    36
             10.05 Tax Matters Partner; Tax Elections; Special Basis
             Adjustments.................................................    36
             10.06 Reports to Limited Partners...........................    36

ARTICLE XI   AMENDMENT OF AGREEMENT; MERGER..............................    37

ARTICLE XII  GENERAL PROVISIONS..........................................    37
             12.01 Notices...............................................    37
             12.02 Survival of Rights....................................    38
             12.03 Additional Documents..................................    38
             12.04 Severability..........................................    38
             12.05 Entire Agreement......................................    38
             12.06 Pronouns and Plurals..................................    38
             12.07 Headings..............................................    38
             12.08 Counterparts..........................................    38
             12.09 Governing Law.........................................    38
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EXHIBIT A    ALLOCATION OF PARTNERSHIP UNITS

EXHIBIT B    NOTICE OF EXERCISE OF REDEMPTION RIGHT


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                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                    WELLS TIMBER OPERATING PARTNERSHIP, L.P.

                                    RECITALS

     Wells Timber Operating Partnership, L.P. (the "Partnership") was formed as
a limited partnership under the laws of the State of Delaware, pursuant to a
Certificate of Limited Partnership filed with the Office of the Secretary of
State of the State of Delaware effective as of November 9, 2005. This Agreement
of Limited Partnership is entered into this 9th day of November, 2005 between
Wells Timber Real Estate Investment Trust, Inc., a Maryland corporation (the
"General Partner") and the Limited Partner(s) set forth on Exhibit A hereto (the
"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 as follows:

                                    ARTICLE I

                                  DEFINED TERMS

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

     "Act" means the Delaware 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 General Partner that are attributable to Properties or
partnership interests in a Subsidiary Partnership that are owned by the General
Partner directly.

     "Advisor" or "Advisors" means the Persons or Persons, if any, appointed,
employed or contracted with by the General Partner and responsible for directing
or performing the day-to-day business affairs of the General Partner, including
any Person to whom the Advisor subcontracts substantially all of such functions.


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     "Advisory Agreement" means the agreement between the Partner, the General
Partner and the Advisor pursuant to which the Advisor will direct or perform the
day-to-day business affairs of the General Partner.

     "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, 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 or Special 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 Agreement of Limited Partnership.

     "Articles of Incorporation" means the Articles of Incorporation of the
General Partner filed with the Maryland State Department of Assessments and
Taxation, 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 General Partner of
a Notice of Redemption.

     "Certificate" means any instrument or document that is required under the
laws of the State of Delaware, or any other jurisdiction in which the
Partnership conducts business, to be signed and 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 within the State of Delaware 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 State of Delaware 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.

     "Conversion Factor" means 1.0, provided that in the event that the General
Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT
Shares or makes a


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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, provided further, that in the event that an entity
other than an Affiliate of the General Partner shall become General Partner
pursuant to any merger, consolidation or combination of the General Partner with
or into another entity (the "Successor Entity"), the Conversion Factor shall be
adjusted by multiplying the Conversion Factor by the number of shares of the
Successor Entity into which one REIT Share is converted pursuant to such merger,
consolidation or combination, determined as of the date of such merger,
consolidation or combination. 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
General Partner receives a Notice of Redemption 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 General Partner
had received the Notice of Redemption 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 debtor
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.

     "General Partner" means Wells Timber Real Estate Investment Trust, Inc., a
Maryland 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 General Partner, or a director, officer or employee of the
General Partner or the Partnership, and (ii) such other Persons (including
Affiliates of the 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 General Partner who is not
an officer or employee of the General Partner, any Affiliate of an officer or
employee or any Affiliate of (i) any lessee of any property of the General
Partner or any Subsidiary of the General Partner, (ii) any Subsidiary of the
General Partner, or (iii) any partnership that is an Affiliate of the General
Partner.


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     "Issue Price" means the per share price at which the applicable REIT Shares
were offered in the General Partner's public offering pursuant to which they
were issued, not reduced by any discounted selling commissions or reduced fees
that the General Partner may pay to its Dealer Manager which may have applied to
the purchase of such REIT Shares.

     "Joint Venture" means any Person named as a Limited Partner on Exhibit A
attached hereto, and any Person who becomes a Substitute Limited Partner, in
such Person's capacity as a Limited Partner in the Partnership.

     "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.

     "Listing" means the approval of the REIT Shares, issued by the General
Partner pursuant to an effective Registration Statement, for trading on a
national securities exchange or included for quotation on a national market
system. Upon such Listing, the shares shall be deemed "Listed."

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

     "Market Value" has the meaning provided in Section 8.07(b)


     "Minimum Limited Partnership Interest" means the lesser of (i) 1% or (ii)
if the total Capital Contributions to the Partnership exceed $50 million, 1%
divided by the ratio of the total Capital Contributions to the Partnership to
$50 million; provided, however, that the Minimum Limited Partnership Interest
shall not be less than 0.2% at any time.

     "Mortgages" means, in connection with any mortgage financing provided,
invested in, participated in or purchased by the Partnership, all of the notes,
deeds of trust, mortgages, security interests or other evidences of indebtedness
or obligations, which are secured by or, collateralized by, or applicable to any
Property owned by the borrowers under such notes, deeds of trust, mortgages,
security interests or other evidences of indebtedness or obligations.

     "Net Sales Proceeds" means (i) in the case of a transaction described in
clause (A)(i) of the definition of Sale, the proceeds of any such transaction
less the amount of selling expenses incurred by or on behalf of the Partnership,
including all real estate disposition fees, closings costs and legal fees and
expenses; (A)(ii) in the case of a transaction described in clause (ii) of the
definition of Sale, the proceeds of any such transaction less the amount of
selling expenses incurred by or on behalf of the Partnership, including any
legal fees and expenses and other selling expenses incurred in connection with
such transaction; (iii) in the case of a transaction described in clause
(A)(iii) of the definition of Sale, the proceeds of any such transaction
actually distributed to the Partnership from the Joint Venture less the amount
of any selling expenses incurred by or on behalf of the Partnership (other than
those paid by the Joint Venture); (iv) in the case of a transaction described in
clause (A)(iv) of the definition of Sale, the proceeds of any such transaction
(including the aggregate of all payment under a Mortgage on or in satisfaction
thereof other than regularly schedule interests payments) less the amount of
selling expenses incurred by or on behalf of the Partnership, including all
commissions, closing costs and legal fees and


                                       -4-

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expenses; (v) in the case of a transaction described in clause (A)(v) of the
definition of Sale, the proceeds of any such transaction less the amount of
selling expenses incurred by or on behalf of the Partnership, including any
legal fees and expenses and other selling expenses incurred in connection with
such transaction; and (vi) in the case of a transaction described in clause (B)
of the definition of Sale, the proceeds of such transaction or series of
transactions less all amounts generated thereby which are reinvested in one or
more assets as described in clause (B) of the definition of Sale within 180 days
thereafter and less the amount of any real estate commissions, closing costs,
and legal fees and expenses and other selling expenses incurred by or allocated
to the Partnership in connection with such transaction or series of
transactions. Net Sales Proceeds shall also include any amounts that the General
Partner determines, in its discretion, to be economically equivalent to the
proceeds of a Sale. Net Sales Proceeds shall not include any reserves
established by the Partnership in its sole discretion.

     "Notice of Redemption" means the Notice of Exercise of Redemption Right
substantially in the form attached as Exhibit B hereto.

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

     "Offering" means the initial offer and sale by the General Partner and the
purchase by the Dealer Manager (as defined in the Prospectus) of REIT for sale
to the public.

     "OP Unitholders" means all holders of Partnership Interests other than the
Special OP Unitholders.

     "Original Limited Partner" means the Limited Partner designated as
"Original Limited Partner" on Exhibit A hereto.

     "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" means Wells Timber Operating Partnership, L.P., a Delaware
limited partnership.

     "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 General
Partner 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 excluding the Partnership Interests
represented by Special Partnership


                                       -5-

<PAGE>

Units. 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(g) hereof.

     "Property" means any timberland or related 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.

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

     "Redemption Note" has the meaning set forth in Section 8.07(b)(i)

     "Redemption Right" has the meaning provided in Section 8.05(a) hereof.

     "Redeeming Partner" has the meaning provided in Section 8.05(a) hereof.

     "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 General Partner and any
Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included
within the definition of General Partner), including taxes, fees and assessments
associated therewith, any and all costs, expenses or fees payable to any
director, officer, or employee of the General Partner, (ii) costs and expenses
relating to any public offering and registration of securities by the General
Partner 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 General Partner, (iv) costs and
expenses associated with the preparation and filing of any periodic or other
reports and communications by the General Partner under federal, state or local
laws or regulations, including filings with the Commission, (v) costs and
expenses associated with compliance by the General Partner 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 General Partner, (vii) costs and expenses incurred by the
General Partner relating to any issuing or redemption of Partnership Interests,
and (viii) all other operating or administrative costs of the General Partner
incurred in the ordinary course of its business on behalf of or in connection
with the Partnership.


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<PAGE>

     "REIT Share" means a share of common stock, par value $0.01 per share, in
the General Partner (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 a Redeeming Partner,
multiplied by the Conversion Factor as adjusted to and including the Specified
Redemption Date; provided that in the event the General Partner 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 Redemption 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.

     "Sale" means (A) any transaction or series of transactions whereby: (i) the
Partnership directly or indirectly (except as described in other subsections of
this definition) sells, grants, transfers, conveys, or relinquishes its
ownership or any Property or portion thereof, including the lease of any
Property and including any event with respect to any Real Property which gives
rise to a significant amount of insurance proceeds or condemnation awards; (ii)
the Partnership directly or indirectly (except as described in other subsections
of this definition) sells, grants, transfers, conveys, or relinquishes its
ownership of all or substantially all of the interest of the Partnership in any
Joint Venture; (iii) any Joint Venture directly or indirectly (except as
described in other subsections of this definition) in which the Partnership as a
co-venturer or partner sells, grants, transfers, conveys, or relinquishes its
ownership of any Real Property or portion thereof, including any event with
respect to any Real Property which gives rise to insurance claims or
condemnation awards; (iv) the Partnership directly or indirectly (except as
described in other subsections of this definition) sells, grants, conveys, or
relinquishes its interest in any Mortgage or portion thereof (including with
respect to any Mortgage, all payments thereunder or in satisfaction thereof
other than regularly scheduled interest payments) of amounts owed pursuant to
such Mortgage and any event which gives rise to a significant amount of
insurance proceeds or similar awards; or (v) the Partnership directly or
indirectly (except as described in any other subsections of this definition)
sells, grants, transfers, conveys, or relinquishes its ownership of any other
Real Property, Mortgage or other investment owner by the Partnership, directly
or indirectly through one or more of its Affiliates, and any other investment
made, directly or indirectly through one or more of its Affiliates, not
previously described in this definition of any portion thereof, but (B) not
including any transaction or series of transactions specified in clause (A)(i)
through (v) above in which the proceeds of such transaction or series of
transactions are reinvested by the Partnership in one or more such assets within
180 days thereafter.

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

     "Service" means the Internal Revenue Service.

     "Special OP Unitholders" mean the holders of Special Partnership Units.

     "Special Partnership Unit" means a unit of a series of Partnership
Interests, designated as Special Partnership Units, issued pursuant to Section
4.02. The number of Special Partnership Units outstanding and the Special
Percentage Interests in the Partnership represented by such Special Partnership
Units are set forth on Exhibit A, as such Exhibit may be amended from time to
time. A holder of a Special Partnership Unit shall have the same rights and
preferences as a holder of a Partnership Unit under this Agreement that is a
Limited Partner except as set forth in Section 7.01(c), 8.05, 8.06 and 8.07.

     "Special Percentage Interest" shall mean the percentage ownership interest
in the Partnership of each Special OP Unitholder, as determined by dividing the
Special Partnership


                                       -7-

<PAGE>

Units owned by each Special OP Unitholder by the total number of Special
Partnership Units then outstanding. The Special Percentage Interest of each
Partner shall be as set forth on Exhibit A, as such Exhibit may be amended from
time to time.

     "Specified Redemption Date" means the first business day of the month that
is at least 60 business days after the receipt by the General Partner of the
Notice of Redemption.

     "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 General Partner or a wholly-owned subsidiary
of the General Partner.

     "Substitute Limited Partner" means any Person admitted to the Partnership
as a Limited Partner pursuant to Section 9.03 hereof. "Successor Entity" has the
meaning provided in the definition of "Conversion Factor" contained herein.

     "Surviving General Partner" has the meaning set forth in Section 7.01(d)
hereof.

     "Termination Event" means the termination or non-renewal of the Advisory
Agreement other than for "cause" as defined in the Advisory Agreement.

     "Termination Redemption Amount" means the aggregate amount equal to the Net
Sales Proceeds that would have been distributed to the Special OP Unitholders
under Section 5.02(b) if, on the date of the occurrence of a Termination Event
or a Listing, as applicable, all assets of the Partnership had been sold for
their fair market value and all liabilities of the Partnership had been
satisfied in full according to their terms.

     "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, except as provided in Section 8.07(d), 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 the security is Listed,
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 the security is not Listed, the last reported sale price on such day or,
if no sale 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
General Partner, or (iii) if the security is not Listed 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 General Partner, 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
General Partner 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 General Partner acting in good faith on the basis of
such quotations and other information as it considers, in its reasonable
judgment, appropriate. When the Value of a security is being determined for
purposes of issuance to an Affiliated Advisor, such Value as determined by the
General Partner is required to be approved a majority of the General Partner's
"Independent Directors" (as defined in the charter of the General Partner).


                                       -8-

<PAGE>

                                   ARTICLE II

                    PARTNERSHIP FORMATION AND IDENTIFICATION

     2.01 Formation. The Partners hereby agree to form 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
Wells Timber Operating Partnership, L.P. The specified office and place of
business of the Partnership shall be 6200 The Corners Parkway, Suite 250,
Norcross, Georgia 30092. 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 name and address of the Partnership's registered agent is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801. 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.

     (a) The General Partner of the Partnership is Wells Timber Real Estate
Investment Trust, Inc., a Maryland corporation. Its principal place of business
is the same as that of the Partnership.

     (b) 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.

     (a) The term of the Partnership shall continue in full force and effect
until December 31, 2053, except that the Partnership shall be dissolved upon the
first to occur of any of the following events:

          (i) 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;

          (ii) 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 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);

          (iii) 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

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

     (b) 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,


                                       -9-

<PAGE>

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 and Special 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 and Special
Partnership Units owned and the Percentage Interest and the Special Percentage
Interest represented by such Partnership Units and Special 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 and the Special
Partnership Units represented by this certificate are governed by and
transferable only in accordance with the provisions of the Agreement of Limited
Partnership of Wells Timber Operating 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 General
Partner at all times to qualify as a REIT, unless the General Partner 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, and without limiting the General Partner's right in its sole and
absolute discretion to cease qualifying as a REIT, the Partners acknowledge that
the General Partner's current status as a REIT and the avoidance of income and
excise taxes on the General Partner inures to the benefit of all the Partners
and not solely to the General Partner. Notwithstanding the foregoing, the
Limited Partners agree that the General Partner may terminate its status as a
REIT under the Code at any time to the full extent permitted under the 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


                                      -10-

<PAGE>

     4.01 Capital Contributions. The General Partner and the Limited Partner
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 Issuance 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.

     (a) Issuances of Additional Partnership Interests.

          (i) 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) 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 Delaware 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 unless:

               (1) (A) the additional Partnership Interests are issued in
          connection with an issuance of REIT Shares of or other interests in
          the General Partner, 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 by the Partnership in accordance with this Section 4.02 and
          (B) the General Partner 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
          General Partner;

               (2) the additional Partnership Interests are issued in exchange
          for property owned by 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

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

          In addition, the General Partner may acquire Partnership Interests
     from other Partners pursuant to this Agreement. In the event that the
     Partnership issues Partnership Interests pursuant to this Section 4.02(a),
     the General Partner shall make such revisions to this Agreement (without
     any requirement of receiving approval of the Limited Partners)


                                      -11-

<PAGE>

     as it deems necessary to reflect the issuance of such additional
     Partnership Interests and any special rights, powers, and duties associated
     therewith.

          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.

          (ii) Upon Issuance of Additional Securities. The General Partner 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, as the General Partner 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 General Partner 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 General
     Partner is allowed to issue Additional Securities in connection with an
     acquisition of a property to be held directly by the General Partner, 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 General Partner and the Partnership by a majority of the Independent
     Directors (as defined in the General Partner's Amended and Restated
     Articles of Incorporation). Without limiting the foregoing, the General
     Partner is expressly authorized to issue Additional Securities for less
     than fair market value, and to cause the Partnership to issue to the
     General Partner 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 and the Partnership, including 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 General Partner contributes all proceeds from such
     issuance to the Partnership. For example, in the event the General Partner
     issues REIT Shares for a cash purchase price and contributes all of the
     proceeds of such issuance to the Partnership as required hereunder, the
     General Partner shall be issued a number of additional Partnership Units
     equal to the product of (A) the number of such REIT Shares issued by the
     General Partner, 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.

     (b) Certain Deemed Contributions of Proceeds of Issuance of REIT Shares. In
connection with any and all issuances of REIT Shares, the General Partner shall
make Capital Contributions to the Partnership of the proceeds therefrom,
provided that if the proceeds actually received and contributed by 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 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


                                      -12-

<PAGE>

with Section 6.05 hereof and in connection with the required issuance of
additional Partnership Units to the General Partner for such Capital
Contributions pursuant to Section 4.02(a) hereof.

     (c) Minimum Limited Partnership Interest. In the event that either an
exchange pursuant to Section 8.05 hereof or additional Capital Contributions by
the General Partner would result in the Limited Partners, in the aggregate,
owning less than the Minimum Limited Partnership Interest, the General Partner
and the Limited Partners shall form another partnership and contribute
sufficient Limited Partnership Interests (other than Special Partnership Units)
together with such other Limited Partners so that the limited partners of such
partnership own at least the Minimum Limited Partnership Interest.

     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 any of its Affiliates 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.


                                      -13-

<PAGE>

     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.

     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.

     (a) General. Profits (and items thereof) and Losses (and items thereof) for
each fiscal year or other applicable period shall be allocated among the OP
Unitholders in accordance with their respective Percentage Interests.

     (b) Special Allocation with Respect to Sales. Profits (and items thereof)
and Losses (and items thereof) for each fiscal year or other applicable period
from Sales shall be allocated among the Partners such that the ending Capital
Account of each Partner, immediately after giving effect to such allocations and
giving effect to any distributions to which such Partner is entitled to pursuant
to 5.02(b), is, as nearly as possible, equal to the amount of the distributions
that would be made to such Partner pursuant to Section 5.06 if (i) the
Partnership were dissolved and terminated at the end of the fiscal year or other
applicable period, (ii) its affairs were wound up and each asset on hand at the
end of the fiscal year or other applicable period were sold for cash equal 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), (iii) all liabilities
of the Partnership were satisfied (limited with respect to each nonrecourse
liability to the fair market value of the assets securing such liability); and
(iv) the net assets of the Partnership were distributed to the Partners in
accordance with Section 5.06. For purposes of the preceding allocations only, a
Partner holding more than one class or series of Partnership Interests or units
shall be deemed to be a separate Partner with respect to each such class, series
or units.

     (c) 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


                                      -14-

<PAGE>

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.

     (d) 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 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(d), 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(d).

     (e) 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(e), 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(e).

     (f) 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.

     (g) 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


                                      -15-

<PAGE>

that Profit and Loss shall not include items of income, gain and expense that
are specially allocated pursuant to Sections 5.01(c), 5.01(d), or 5.01(e). 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.

     5.02 Distribution of Cash.

     (a) 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 the next day after 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 (or relating to the Partnership Record Date
if such Partnership Interest was acquired on a Partnership Record Date) 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 (including such Partnership Record Date)
and the immediately preceding Partnership Record Date.

     (b) Except for distributions pursuant to Section 5.06 of this Agreement in
connection with the dissolution and liquidation of the Partnership and subject
to the provisions of Section 5.02(c), 5.02(d), 5.03, 5.05, and 8.07(b) of this
Agreement, all distributions of cash other than Net Sales Proceeds shall be made
to the OP Unitholders in accordance with their respective Percentage Interests
on the Partnership Record Date and all distributions of Net Sales Proceeds shall
be made in accordance with the following provisions:

          (i) First, 100% to the OP Unitholders in accordance with their
     respective Percentage Interests on the Partnership Record Date until, and
     to the extent, the OP Unitholders have received cumulative distributions
     under this Section 5.02(b) (including the proposed distribution) equal to
     the aggregate Capital Contributions made by the OP Unitholders to the
     Partnership plus a cumulative, noncompounded rate of return thereon of 7.0%
     per annum, determined by taking into account the dates on which all such
     Capital Contributions and distributions were made

          (ii) Second, to the extent the OP Unitholders have received cumulative
     distributions under this Section 5.02(b) (including the proposed
     distribution) equal to the aggregate Capital Contributions made by the OP
     Unitholders to the Partnership plus a cumulative, noncompounded rate of
     return thereon of more than 7.0% per annum but less than 8% per annum,
     determined by taking into account the dates on which all such Capital
     Contributions and distributions were made, such distributions of Net Sales
     Proceeds shall be made 90% to the OP Unitholders, in accordance with their
     respective Percentage Interests on the Partnership Record Date and 10% to
     the Special OP Unitholders in accordance with their respective Special
     Percentage Interests on the Partnership Record Date; and


                                      -16-

<PAGE>

          (iii) Third, to the extent the OP Unitholders have received cumulative
     distributions under this Section 5.02(b) (including the proposed
     distribution) equal to the aggregate Capital Contributions made by the OP
     Unitholders to the Partnership plus a cumulative, noncompounded rate of
     return thereon of at least 8% per annum, determined by taking into account
     the dates on which all such Capital Contributions and distributions were
     made, such distributions of Net Sales Proceeds shall be made 80% to the OP
     Unitholders, in accordance with their respective Percentage Interests on
     the Partnership Record Date and 20% to the Special OP Unitholders in
     accordance with their respective Special Percentage Interests on the
     Partnership Record Date.

     (c) 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(c) 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 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.

     (d) 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 General Partner to pay shareholder dividends that will allow the
General Partner to (i) meet its distribution


                                      -17-

<PAGE>

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 No Right to Distributions In Kind. No Partner shall be entitled to
demand property other than cash in connection with any distributions by the
Partnership.

     5.05 Limitations of 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 in accordance with Section
5.02(b).

     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
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.

     (a) 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:

          (i) 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;

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

          (iii) 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;


                                      -18-

<PAGE>

          (iv) 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;

          (v) 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;

          (vi) to guarantee or become a co-maker of indebtedness of the General
     Partner 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;

          (vii) 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 General Partner,
     the Partnership or any Subsidiary of either, to third parties or to the
     General Partner as set forth in this Agreement;

          (viii) 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;

          (ix) 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;

          (x) 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;

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

          (xii) 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;

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

          (xiv) 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


                                      -19-

<PAGE>

     business and to pay therefore such reasonable remuneration as the General
     Partner may deem reasonable and proper;

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

          (xv) 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;

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

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

          (xviii) 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);

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

          (xx) to merge, consolidate or combine the Partnership with or into
     another person;

          (xxi) 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

          (xxii) 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 General Partner at all times to qualify as a REIT unless the
     General Partner 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.

     (b) 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.

     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.


                                      -20-

<PAGE>

     (a) 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.

     (b) 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.

     (c) 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.

     (d) 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.

     (e) 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.

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

     (f) 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


                                      -21-

<PAGE>

indemnification applies if the transaction was otherwise permitted by the terms
of this Agreement.

     (g) 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.

     (a) 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.

     (b) The Limited Partners expressly acknowledge that the General Partner is
acting on behalf of the Partnership, itself and its 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 its shareholders 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 its shareholders or the Limited Partners; provided,
however, that for so long as the General Partner directly 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 its shareholders or the Limited Partner 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 Partners in connection with such decisions, provided that the General
Partner has acted in good faith.

     (c) 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.

     (d) 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 General Partner to continue
to qualify as a REIT or (ii) to prevent the General Partner 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.

     (e) 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.


                                      -22-

<PAGE>

     6.05 Reimbursement of General Partner.

     (a) 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.

     (b) 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. Subject to Section 6.08 hereof, the Articles of
Incorporation and any agreements entered into by the General Partner or its
Affiliates with the Partnership or a Subsidiary, any officer, director,
employee, agent, trustee, Affiliate or shareholder of the General 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.

     6.07 Employment or Retention of Affiliates.

     (a) 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 therefore which the General Partner determines to be fair and
reasonable.

     (b) 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.

     (c) 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.

     (d) 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 that all
business activities of the General Partner, including activities pertaining to
the acquisition, development or ownership of office or industrial property or
other property, shall be conducted through the Partnership or one or more
Subsidiary Partnerships; provided, however, that the General Partner is allowed
to make a direct acquisition, but if and only if, such acquisition is made in
connection with the issuance of Additional Securities, which direct acquisition
and issuance have been


                                      -23-

<PAGE>

approved and determined to be in the best interests of the General Partner and
the Partnership by a majority of 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 Miscellaneous. In the event the General Partner redeems any REIT
Shares, then the General Partner shall cause the Partnership to purchase from
the General Partner a number of Partnership Units as determined based on the
application of the Conversion Factor on the same terms that the General Partner
exchanged such REIT Shares. Moreover, if the General Partner makes a cash tender
offer or other offer to acquire REIT Shares, then the General Partner shall
cause the Partnership to make a corresponding offer to the General Partner to
acquire an equal number of Partnership Units held by the General Partner. In the
event any REIT Shares are exchanged by the General Partner pursuant to such
offer, the Partnership shall redeem an equivalent number of the General
Partner's Partnership Units for an equivalent purchase price based on the
application of the Conversion Factor.

                                   ARTICLE VII

                           CHANGES IN GENERAL PARTNER

     7.01 Transfer of the General Partner's Partnership Interest.

     (a) 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).

     (b) The General Partner agrees that the Percentage Interest for it will at
all times be in the aggregate at least .1%.

     (c) Except as otherwise provided in Section 6.04(b) or Section 7.01(d) or
(e) hereof, the General Partner 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 General
Partner's state of incorporation or organizational form) in each case which
results in a change of control of the General Partner (a "Transaction"), unless:

          (i) the consent of Limited Partners holding more than 50% of the
     Percentage Interests and more than 50% of the Special Percentage Interests
     of the Limited Partners is obtained;

          (ii) as a result of such Transaction all Limited Partners will receive
     (A) 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


                                      -24-

<PAGE>

     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 Redemption
     Right and (b) sold, tendered or exchanged pursuant to the Offer the REIT
     Shares received upon exercise of the Redemption Right immediately prior to
     the expiration of the Offer and (B) for each Special Partnership Unit an
     amount of cash, securities or other property (as applicable based upon the
     type of consideration and the proportions thereof paid to holders of REIT
     Shares in the Transaction) equal to the fair market value of such Special
     Partnership Unit at such time as determined in good faith by the General
     Partner by reference to the value paid for the REIT Shares; or

          (iii) the General Partner 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 and
     (2) in exchange for their Special Partnership Units, an amount of cash,
     securities or other property (as applicable based upon the type of
     consideration and proportion thereof paid to holders of REIT Shares in the
     Transaction) equal to the fair market value of such special Partnership
     Units at such time as determined in good faith by the General Partner by
     reference to the value paid for the REIT Shares.

     (d) Notwithstanding Section 7.01(c), 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 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, 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
General Partner is required to use its commercially reasonable efforts to
structure such transaction to avoid causing


                                      -25-

<PAGE>

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 Trustees'
fiduciary duties to the shareholders of the General Partner under applicable
law.

     (e) Notwithstanding Section 7.01(c),

          (i) 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

          (ii) the General Partner 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:

     (a) 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;

     (b) 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

     (c) 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.

     (a) 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.


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<PAGE>

     (b) 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 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.

     (a) 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.

     (b) 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.

     (c) 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


                                      -27-

<PAGE>

entitled only to retain distributions or allocations of such items that it would
have been entitled to receive in its capacity as General Partner, until the
transfer is effective pursuant to Section 7.04(b).

     (d) 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 Redemption Right.

     (a) Subject to Sections 8.05(b), 8.05(c), 8.05(d), and 8.05(e) 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 General Partner, shall have the right (the "Redemption Right") to
require the Partnership to redeem on a Specified Redemption 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,
provided that such Partnership Units shall have been outstanding for at least
one year. The Redemption Right shall be exercised pursuant to a Notice of
Redemption delivered to the Partnership (with a copy to the General Partner) by
the Limited Partner requesting redemption (the "Redeeming Partner"); provided,
however, that the Partnership shall not be obligated to satisfy such Redemption
Right if the General Partner elects to purchase the Partnership Units


                                      -28-

<PAGE>

subject to the Notice of Redemption pursuant to Section 8.05(b); and provided,
further, that no Limited Partner may deliver more than two Notices of Redemption
during each calendar year. A Limited Partner may not exercise the Redemption
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 Redeeming 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 Redemption Date.

     (b) Notwithstanding the provisions of Section 8.05(a), a Limited Partner
that exercises the Redemption Right shall be deemed to have offered to sell the
Partnership Units described in the Notice of Redemption to the General Partner,
and the General Partner may, in its sole and absolute discretion, elect to
purchase directly and acquire such Partnership Units by paying to the Redeeming
Partner either the Cash Amount or the REIT Shares Amount, as elected by the
General Partner (in its sole and absolute discretion), on the Specified
Redemption Date, whereupon the General Partner shall acquire the Partnership
Units offered for exchange by the Redeeming Partner and shall be treated for all
purposes of this Agreement as the owner of such Partnership Units. If the
General Partner shall elect to exercise its right to purchase Partnership Units
under this Section 8.05(b) with respect to a Notice of Redemption, it shall so
notify the Redeeming Partner within five Business Days after the receipt by the
General Partner of such Notice of Redemption. Unless the General Partner (in its
sole and absolute discretion) shall exercise its right to purchase Partnership
Units from the Redeeming Partner pursuant to this Section 8.05(b), the General
Partner shall not have any obligation to the Redeeming Partner or the
Partnership with respect to the Redeeming Partner's exercise of the Redemption
Right. In the event the General Partner shall exercise its right to purchase
Partnership Units with respect to the exercise of a Redemption 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 Redeeming Partner with respect
to such Redeeming Partner's exercise of such Redemption Right, and each of the
Redeeming Partner, the Partnership, and the General Partner, as the case may be,
shall treat the transaction between the General Partner, as the case may be, and
the Redeeming Partner for federal income tax purposes as a sale of the Redeeming
Partner's Partnership Units to the General Partner, as the case may be. Each
Redeeming 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 Redemption Right.

     (c) Notwithstanding the provisions of Section 8.05(a) and 8.05(b), a
Limited Partner shall not be entitled to exercise the Redemption Right if the
delivery of REIT Shares to such Partner on the Specified Redemption Date by the
General Partner pursuant to Section 8.05(b) (regardless of whether or not the
General Partner 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 Articles of
Incorporation) and calculated in accordance therewith, except as provided in the
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 Articles of Incorporation, (iii) result in the General
Partner being "closely held" within the meaning of Section 856(h) of the Code,
(iv) cause the General Partner 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, 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 Redeeming Partner shall be paid the Cash Amount.


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<PAGE>

     (d) Any Cash Amount to be paid to an Redeeming Partner pursuant to this
Section 8.05 shall be paid on the Specified Redemption Date; provided, however,
that the General Partner may elect to cause the Specified Redemption Date to be
delayed for up to an additional 180 days to the extent required for the General
Partner 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
General Partner agrees to use its best efforts to cause the closing of the
acquisition of exchanged Partnership Units hereunder to occur as quickly as
reasonably possible.

     (e) Notwithstanding any other provision of this Agreement, the General
Partner shall place appropriate restrictions on the ability of the Limited
Partners to exercise their Redemption 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
General Partner and one or more Limited Partners with respect to Partnership
Units held by them:

     (a) 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 General Partner agrees to file
with the Securities and Exchange Commission (the "Commission"), a shelf
registration statement on Form S-3 (if the General Partner is eligible to use
such form) 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 General Partner
will use its best efforts to have the Registration Statement declared effective
under the Securities Act. The General Partner need not file a separate
Registration Statement, but may file one Registration Statement covering
Exchange Shares issuable to more than one Limited Partner. The General Partner
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 General Partner or by the Securities Act or
rules and regulations thereunder for such Registration Statement.

     (b) Resale Registration Statement. If a Registration Statement under
subsection (a) above is not available under the securities laws or the rules of
the Commission, or if required to permit the resale of Exchange Shares by
"Affiliates" (as defined in the Securities Act), upon the written request of any
Limited Partner holding at least 20,000 Partnership Units, the General Partner
agrees to file with the Commission a Registration Statement covering the resale
of Exchange Shares by Affiliates or others whose Exchange Shares are not covered
by a Registration Statement filed pursuant to subsection (a) above. The General
Partner will use its best efforts to have the Registration Statement declared
effective under the Securities Act. The General Partner need not file a separate
Registration Statement, but may file one Registration Statement covering
Exchange Shares issuable to more than one Limited Partner. The General Partner
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 General Partner or by the Securities Act or
rules and regulations thereunder for such Registration Statement.


                                      -30-

<PAGE>

     (c) Listing on Securities Exchange. If the General Partner shall cause the
REIT Shares to be Listed, it will at its expense and as necessary to permit the
registration and sale of the Exchange Shares issuable hereunder, list, maintain
and, when necessary, increase such Listing to include such Exchange Shares.

     (d) Registration Not Required. Notwithstanding the foregoing, the General
Partner 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 General Partner, 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.

     8.07 Redemption of Special Partnership Units. Upon the earliest to occur of
(a) the termination or nonrenewal of the Advisory Agreement for "cause" (as
defined in the Advisory Agreement), (b) a Termination Event or (c) the Listing,
the Special OP Unitholder shall have the right to require the Partnership to
redeem the Special Partnership Units as provided in this Section 8.07.

     (a) Redemption of Special Partnership Units Upon Termination or Nonrenewal
of Advisory Agreement for Cause. If the Advisory Agreement is terminated or not
renewed by the General Partner for "cause" (as defined in the Advisory
Agreement), all of the Special Partnership Units shall be redeemed by the
Partnership for $1, effective as of the date of the termination or nonrenewal of
the Advisory Agreement.

     (b) Redemption of Special Partnership Units Upon a Termination Event. Upon
the occurrence of a Termination Event, the Special OP Unitholder shall have the
right to require the Partnership to redeem all, but not less than all, of the
Special Partnership Units for an amount equal to the Termination Redemption
Amount to be paid by the Partnership, at the election of the General Partner, in
the form of either cash or the issuance to the Special OP Unitholder of an
interest-bearing promissory note (the "Redemption Note") in an amount equal to
the Termination Redemption Amount. Interest on the Redemption Note will accrue
beginning on the Termination Date at a rate deemed fair and reasonable by the
General Partner. After the Termination Date, the Company shall repay the
Redemption Note using the Net Sales Proceeds of each Sale prior to making any
distributions under Section 5.02(b) until the Redemption Note is paid in full,
with interest. If the Redemption Note has not been paid in full within five
years after the Termination Date, then the General Partner shall purchase the
Redemption Note from the Special OP Unitholder in exchange for cash or REIT
Shares with a Value equal to the aggregate amount outstanding under the
Redemption Note, including principal and accrued but unpaid interest.

     (c) Redemption of Special Partnership Units Upon a Listing. Upon the
occurrence of a Listing, the Special OP Unitholder shall have the right to
require the Partnership to redeem all, but not less than all, of the Special
Partnership Units for an amount in cash equal to the Termination Redemption
Amount to be paid by the Partnership; provided however, that the Partnership
shall not be obligated to satisfy such redemption right if the General Partner
elects to purchase the Special Partnership Units subject to redemption. A
Special OP Unitholder that exercises its redemption right pursuant to this
Section 8.07(c) shall be deemed to have offered to sell the Special Partnership
Units requested to be redeemed to the General Partner, and the General Partner
may, in its sole and absolute discretion, elect to purchase directly and acquire
such Special Partnership Units by paying the Special OP Unitholder the
Termination Redemption Amount either in the form of cash or in the form of REIT
Shares with a Value equal to the Termination Redemption Amount. Unless the
General Partner (in its sole and absolute discretion) shall exercise its right
to purchase the Special Partnership Units from the Special OP Unitholder
pursuant to this Section 8.07(c), the General Partner shall not have any
obligation to the Special OP Unitholder or the Partnership with respect to the
Special OP Unitholder's exercise


                                      -31-

<PAGE>

of such redemption right. In the event the General Partner shall exercise its
right to purchase the Special Partnership Units as provided in this Section
8.07(c), the Partnership shall have no obligation to pay any amount to the
Special OP Unitholder with respect to such Special OP Unitholder's exercise of
such redemption right, and each of the Special OP Unitholder, the Partnership,
and the General Partner, as the case may be, shall treat the transaction between
the General Partner, as the case may be, and the Special OP Unitholder for
federal income tax purposes as a sale of the Special OP Unitholder's Special
Partnership Units to the General Partner, as the case may be. The Special OP
Unitholder agrees to execute such documents as the General Partner may
reasonably require in connection with the issuance of REIT Shares upon exercise
of the redemption right as provided herein. The exercise of the redemption
rights provided by this Section 8.07(c) shall be subject to the provisions of
Section 8.05(c) and (d) applicable to the exercise of Redemption Rights.

     (d) From and after the date of a Termination Event or a Listing, no
distributions, other than the redemption payments provided for in this Section
8.07, shall be payable with respect to the Special OP Units. Redemptions under
this Section 8.07 shall occur no later than 30 days after the Termination Event
and no later than 240 days after the Listing. For purposes of Section 8.07, (i)
in determining the fair market value of the assets of the Partnership, in
connection with a Termination Event, the General Partner shall obtain an
appraisal of the assets of the Partnership (excluding any assets which may be
readily marked to market) and (ii) in determining the "Value" of the REIT Shares
in connection with a Listing or purchase of the Redemption Note, the General
Partner shall make such determination taking into account the market value of
the General Partner's Listed REIT Shares based upon the average closing price,
or average of bid and asked prices, as the case may be, during a period of 30
days during which such shares are traded beginning 180 days after the Listing.

                                   ARTICLE IX

           TRANSFERS AND REDEMPTIONS OF LIMITED PARTNERSHIP INTERESTS

     9.01 Purchase for Investment.

     (a) Each Limited Partner hereby represents and warrants to the General
Partner 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.

     (b) 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.

     (a) 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, 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


                                      -32-

<PAGE>

require, as a condition of any Transfer to which it consents, that the
transferor assume all costs incurred by the Partnership in connection therewith.

     (b) 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 or pursuant to
redemption of the Limited Partner's Special Partnership Units pursuant to 8.07.
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.

     (c) 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.

     (d) 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).

     (e) 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
General Partner to continue to qualify as a REIT or subject the General Partner
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.

     (f) 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 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.

     (g) 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.

     (h) 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 Substitute Limited Partner.


                                      -33-

<PAGE>

     (a) 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:

          (i) 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.

          (ii) 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.

          (iii) 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.

          (iv) 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.

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

          (vi) 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.

          (vii) 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.

     (b) 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.

     (c) 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.

     (a) 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.

     (b) 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


                                      -34-

<PAGE>

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 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.

     9.07 Redemption of Partnership Units. The General Partner will cause the
Partnership to redeem Partnership Units, to the extent it shall have legally
available funds therefor, at any time the General Partner redeems shares of
beneficial interest in itself. The number and class or series of Partnership
Units redeemed and the redemption price shall equal the number (multiplied by
the Conversion Factor) of shares of beneficial interest the General Partner
redeems and the redemption price at which the General Partner redeems such
shares, respectively.

                                    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.


                                      -35-

<PAGE>

     10.02 Custody of Partnership Funds; Bank Accounts.

     (a) 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.

     (b) 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.

     10.05 Tax Matters Partner; Tax Elections; Special Basis Adjustments.

     (a) 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.

     (b) 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.

     (c) 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.

     (a) 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


                                      -36-

<PAGE>

quarterly report containing financial statements of the Partnership, or of the
General Partner if such statements are prepared solely on a consolidated basis
with the General Partner, 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 General Partner if such statements are prepared solely on
a consolidated basis with the General Partner, 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.

     (b) 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.

                                   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 Partner, 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 Section 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
holding more than 50% of the Percentage Interests of the Limited Partner and in
the case of any of the following (b), (c) or (d), the consent of the Limited
Partners holding more than 50% of the Special Percentage Interests of the
Limited Partners.

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

     (b) any amendment that would adversely affect the rights of the Limited
Partner 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;

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

     (c) any amendment that would impose on the Limited Partner 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.


                                      -37-

<PAGE>

     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.

     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 State of Delaware.


                                      -38-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have hereunder affixed their
signatures to this Agreement of Limited Partnership, all as of the 9th day of
November, 2005.

                                        GENERAL PARTNER:

                                        WELLS TIMBER REAL ESTATE INVESTMENT
                                        TRUST, INC.


                                        By: /s/ Douglas P. Williams
                                            ------------------------------------
                                            Douglas P. Williams
                                            Executive Vice President


                                        ORIGINAL LIMITED PARTNER:

                                        WELLS CAPITAL, INC.


                                        By: /s/ Douglas P. Williams
                                            ------------------------------------
                                            Douglas P. Williams
                                            Executive Vice President


                                      -39-

<PAGE>

                                    EXHIBIT A

                         ALLOCATION OF PARTNERSHIP UNITS

<TABLE>
<CAPTION>
                                                                                                            SPECIAL
                                               AGREED VALUE OF                   SPECIAL                  PARTNERSHIP
                                                   CAPITAL       PARTNERSHIP   PARTNERSHIP   PERCENTAGE    PERCENTAGE
         PARTNER           CASH CONTRIBUTION     CONTRIBUTION       UNITS         UNITS       INTEREST      INTEREST
------------------------   -----------------   ---------------   -----------   -----------   ----------   -----------
<S>                        <C>                 <C>               <C>           <C>           <C>          <C>
GENERAL PARTNER:
Wells Timber Real Estate        $200,000                            20,000          0            99%           0%
Investment Trust, Inc.
6200 The Corners Parkway
Suite 250
Norcross, Georgia 30091
</TABLE>

<TABLE>
<CAPTION>
                                                                                                             SPECIAL
                                                AGREED VALUE OF                   SPECIAL                  PARTNERSHIP
                                                    CAPITAL       PARTNERSHIP   PARTNERSHIP   PERCENTAGE    PERCENTAGE
         PARTNER            CASH CONTRIBUTION     CONTRIBUTION       UNITS         UNITS       INTEREST      INTEREST
------------------------    -----------------   ---------------   -----------   -----------   ----------   -----------
<S>                         <C>                 <C>               <C>           <C>           <C>          <C>
ORIGINAL LIMITED PARTNER
Wells Capital, Inc.              $  2,000                               200           0            1%
6200 The Corners Parkway         $  1,000                                 0         100                        100%
Suite 250
Norcross, Georgia  30092

TOTAL                            $203,000                            20,200         100          100%          100%
                                 ========                            ======         ===          ===           ===
</TABLE>

<PAGE>

                                    EXHIBIT B

                     NOTICE OF EXERCISE OF REDEMPTION RIGHT

     In accordance with Section 8.05 of the Agreement of Limited Partnership
(the "Agreement") of Wells Timber Operating Partnership, L.P., the undersigned
hereby irrevocably (i) presents for redemption ____________________ Partnership
Units in Wells Timber Operating Partnership, L.P. in accordance with the terms
of the Agreement and the Redemption 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 Redemption 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:
      -------------------------------