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                                                  CENTEX DEVELOPMENT EXHIBIT 4.4





                     SECOND AMENDED AND RESTATED AGREEMENT
                                       OF
                              LIMITED PARTNERSHIP
                                       OF
                        CENTEX DEVELOPMENT COMPANY, L.P.
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
         <S>                                                                                                            <C>
                                                        ARTICLE I

                                                  ORGANIZATIONAL MATTERS
         1.1.    Formation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         1.2.    Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         1.3.    Registered Office and Principal Office of Partnership; Addresses of Partners.  . . . . . . . . . . . . 3
         1.4.    Power of Attorney. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         1.5.    Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

                                                        ARTICLE II

                                                       DEFINITIONS
         "Additional Limited Partner" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         "Adjusted Basis" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         "Adjusted Property"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         "Affiliate"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         "Agreed Value" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Agreement"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Applicable Class Percentage"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Assignee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Business Day" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Capital Account"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Capital Contribution" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Capital Distributions"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Capital Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Carrying Value" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Centex"   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Centex Warrant Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Centex Warrants"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Certificate"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Certificate of Limited Partnership" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Class A Units"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         "Class B Units"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         "Class C Units"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         "Contributed Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         "Contributing Partner" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         "Contribution" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         "Conversion" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         "Conveyance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "Delaware Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "Departing Partner"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "Eligible Warrants"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "Exchange Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "First Restated Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "General Partner"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "Holding"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "Information Statement"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "Limited Partner"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "Liquidation"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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<TABLE>
         <S>                                                                                                           <C>
         "Liquidator" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "LP Unit"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "Majority Interest"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "Management Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "NASDAQ" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "National Securities Exchange" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         "Net Agreed Value"   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         "Nominee Agreement"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         "Operating Partnership"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         "Operating Partnership Agreement"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         "Opinion of Counsel" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         "Original Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         "Original Limited Partners"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         "Original Properties"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         "Other Properties" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         "Outstanding" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Partner"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Partnership"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Partnership Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Payout" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Percentage Interest"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Plan for Original Properties" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Preferred Return" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Record Date"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Record Holder"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Section 754 Election" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Securities Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Stockholder Warrant Agreement"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Stockholder Warrants" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Substituted Limited Partner"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         "Transfer Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         "Transfer Application" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         "Unit" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         "Unit Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         "Unrealized Gain"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         "Unrealized Loss"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         "Unrecovered Capital"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         "Voting Percentage Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         "Warrant Agreements" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         "Warrants" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

                                                       ARTICLE III

                                                         PURPOSE
         3.1.    Purpose  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

                                                        ARTICLE IV

                                                  CAPITAL CONTRIBUTIONS
         4.1.    General Partner  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         4.2.    Limited Partners.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         4.3.    Issuance of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
</TABLE>





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<TABLE>
         <S>     <C>                                                                                                   <C>
         4.4.    Additional Issuances of Securities; Additional Classes of LP Units.  . . . . . . . . . . . . . . . .  12
         4.5.    No Preemptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         4.6.    Capital Accounts.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         4.7.    Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         4.8.    No Withdrawal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         4.9.    Loans From Partners  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         4.10.   Splits and Combinations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         4.11.   Conversion of Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

                                                        ARTICLE V

                                  ALLOCATIONS OF INCOME AND LOSS; DISTRIBUTIONS OF CASH
         5.1.    Prior to Payout. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         5.2.    After Payout.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         5.3.    Tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

                                                        ARTICLE VI

                                           MANAGEMENT AND OPERATION OF BUSINESS
         6.1.    Management.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         6.2.    Certificate of Limited Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         6.3.    Reliance by Third Parties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         6.4.    Purchase or Sale of LP Units.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         6.5.    Compensation and Reimbursement of General Partner. . . . . . . . . . . . . . . . . . . . . . . . . .  21
         6.6.    Outside Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         6.7.    Partnership Funds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         6.8.    Loans to or from the General Partner; Contracts with Affiliates; Joint Ventures. . . . . . . . . . .  22
         6.9.    Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         6.10.   Liability of General Partner.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         6.11.   Resolution of Conflicts of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         6.12.   Other Matters Concerning General Partner.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         6.13.   Trademark of Centex  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

                                                       ARTICLE VII

                                        RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
         7.1.    Limitation of Liability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         7.2.    Management of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         7.3.    Outside Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         7.4.    Return of Capital  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         7.5.    Rights of Limited Partners Relating to the Partnership.  . . . . . . . . . . . . . . . . . . . . . .  27

                                                       ARTICLE VIII

                                          BOOKS, RECORDS, ACCOUNTING AND REPORTS
         8.l.    Records and Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         8.2.    Fiscal Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         8.3.    Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         8.4.    Other Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
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<TABLE>
         <S>     <C>                                                                                                   <C>
                                                        ARTICLE IX

                                                       TAX MATTERS
         9.1.    Preparation of Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         9.2.    Tax Elections  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         9.3.    Tax Controversies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         9.4.    Organizational Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         9.5.    Taxation as a Partnership  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         9.6.    Opinions Regarding Taxation as a Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

                                                        ARTICLE X

                                                 ISSUANCE OF CERTIFICATES
         10.1.   Issuance of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         10.2.   Lost, Stolen or Destroyed Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         10.3.   Registered Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

                                                        ARTICLE XI

                                                  TRANSFER OF INTERESTS
         11.1.   Transfer.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         11.2.   Transfer of Interests of General Partner.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         11.3.   Transfer of LP Units.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30

                                                       ARTICLE XII

                                         ADMISSION OF SUBSTITUTED AND ADDITIONAL
                                     LIMITED PARTNERS AND SUCCESSOR GENERAL PARTNERS
         12.1.   Admission of Substituted Limited Partners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         12.2.   Admission of Additional Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         12.3.   Admission of Successor General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         12.4.   Amendment of Agreement and of Certificate of Limited Partnership . . . . . . . . . . . . . . . . . .  31

                                                       ARTICLE XIII

                                       WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER
         13.1.   Withdrawal or Removal of General Partner.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         13.2.   Interest of Departing Partner and Successor. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32

                                                       ARTICLE XIV

                                               DISSOLUTION AND LIQUIDATION
         14.1.   Dissolution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         14.2.   Continuation of the Partnership  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         14.3.   Liquidation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         14.4.   Cancellation of Certificate of Limited Partnership . . . . . . . . . . . . . . . . . . . . . . . . .  35
         14.5.   Return of Capital  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         14.6.   Waiver of Partition  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
</TABLE>





                                      -iv-
<PAGE>   6
<TABLE>
         <S>     <C>                                                                                                   <C>
                                                        ARTICLE XV

                                 AMENDMENT OF AGREEMENT; MEETINGS; RECORD DATE; CONSENTS
         15.1.   Amendments to be Adopted Solely by General Partner after Payout  . . . . . . . . . . . . . . . . . .  36
         15.2.   Amendment Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         15.3.   Amendment Requirements.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         15.4.   Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         15.5.   Notice of a Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         15.6.   Record Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         15.7.   Adjournment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         15.8.   Waiver of Notice; Consent to Meeting; Approval of Minutes  . . . . . . . . . . . . . . . . . . . . .  38
         15.9.   Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         15.10.  Conduct of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         15.11.  Action Without a Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         15.12.  Voting and Other Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39

                                                       ARTICLE XVI

                                               PROHIBITIONS AND LIMITATIONS
         16.1.   General Prohibitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39

                                                       ARTICLE XVII

                                                    GENERAL PROVISIONS
         17.1.   Addresses and Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         17.2.   Titles and Captions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         17.3.   Pronouns and Plurals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         17.4.   Further Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         17.5.   Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         17.6.   Integration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         17.7.   Creditors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         17.8.   Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         17.9.   Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         17.10.  Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         17.11.  Invalidity of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
</TABLE>





                                      -v-
<PAGE>   7
                     SECOND AMENDED AND RESTATED AGREEMENT
                                       OF
                              LIMITED PARTNERSHIP
                                       OF
                        CENTEX DEVELOPMENT COMPANY, L.P.

        THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is
entered into by and among 3333 Development Corporation, a Nevada corporation,
as the General Partner, and those Persons who are or become Partners or
Assignees, as provided herein.

                             RECITALS AND SUMMARY:

        A.       By instrument made and entered into as of March 30, 1987, 3333
Development Corporation, as General Partner, and certain subsidiaries of Centex
Corporation, a Nevada corporation ("Centex"), as Limited Partners (the
"Original Limited Partners"), executed that certain Agreement of Limited
partnership (the "Original Agreement") of the Partnership.   On March 31, 1987,
the General Partner filed a Certificate of Limited Partnership of the
Partnership with the Secretary of State of the State of Delaware.   The General
Partner and the Original Limited Partners executed an Amended and Restated
Agreement of Limited Partnership of Centex Development Company, L.P.  as of
March 31, 1987, and an amendment thereto was effected as of April 1, 1993
(collectively, the "First Restated Agreement").  Effective as of July 25, 1995,
the holders of the Class A Units waived all accrued and unpaid Preferred Return
(as hereinafter defined) through July 1995.  Through a series of transfers and
conveyances all of the Class A Units issued to the Original Limited Partners
are now held by a single Limited Partner.

        B.       The General Partner and the sole Limited Partner desire to
amend and restate the First Restated Agreement so as to more fully reflect the
terms and conditions governing their relationship.   In particular, the General
Partner and the Limited Partner desire to amend the First Restated Agreement to
authorize a new class of LP Units, Class C Units, to be issued in connection
with the contribution of Other Properties by the Limited Partner or other
Persons to be admitted as Limited Partners.   Except to the extent expressly
provided by this Agreement, the Class C Units shall have substantially the same
rights as Class A Units, and shall be pari passu with the Class A Units in
connection with matters in common, such as voting, allocations, and
distributions.   The General Partner and the Limited Partner also desire to set
forth below a brief and general summary of the purpose of the Partnership and
certain operative provisions relating to the rights of the Partners hereunder
and their interests in the Partnership, which summary is qualified by and
subject to the specific provisions contained in this Agreement and other
agreements referred to herein.

        C.       The purpose of the Partnership is to (i) own, (ii) maintain,
develop or operate and (iii) sell (a) certain parcels of predominantly
undeveloped real estate (defined herein as the "Original Properties")
contributed by the Original Limited Partners on or after the execution of the
Original Agreement, and (b) other properties which may hereafter be acquired by
the Partnership (whether by acquisition from third parties or from the Limited
Partners and/or their Affiliates as contributions, and whether by deed or
through the contribution of interests in other business entities).   Subject to
certain limitations specified herein, the General Partner has broad power and
authority to manage and control the business and affairs of the Partnership.
The Partnership has entered into a management agreement with an affiliate of
Centex whereunder such affiliate will operate, manage and develop the
properties of the Partnership for and on behalf of the Partnership.

        D.       This Agreement contemplates the issuance of three classes of
limited partnership units, Class A Units, Class B Units and Class C Units,
although additional classes of limited partnership units or other securities
may be subsequently issued by the Partnership as provided herein.   One
thousand Class A Units were issued to the Original Limited Partners in exchange
for their contribution of the Original Properties.   This Agreement
contemplates the issuance of Class C Units to one or more Limited Partners or
their Affiliates in connection with the acquisition by the Partnership of Other
Properties, including interests in entities holding Other Properties.
Execution of this Agreement by the current sole Limited Partner is deemed to
constitute consent to (a) amendment of this Agreement, for purposes of Sections
15.2 and 15.3(a) of this Agreement, and (b) the issuance by the Partnership
from time to time prior to Payout (as discussed





                                      -1-
<PAGE>   8
below) of Class C Units under and pursuant to Section 4.2(c) of this Agreement,
for purposes of the last paragraph of Section 4.4 hereof.

        E.       On or after the execution of the First Restated Agreement, the
Partnership sold to Centex 1000 warrants to purchase Class B Units.   Nine
hundred of such warrants were distributed as a dividend to the Centex
stockholders, and the remaining 100 warrants are held by Centex for its own
account.   Unless sooner distributed at the election of Centex, the 900
warrants are being maintained in a special account at The Chase Manhattan Bank,
until November 30, 2007, at which point such warrants will be distributed to
the Centex stockholders in proportion to the number of shares of common stock
of Centex they own and will thereupon become exercisable by such stockholders.
No Class B Units have been issued.   At such time as the 900 warrants are
distributed to the Centex stockholders, the 100 warrants held by Centex will
also become exercisable.   Also, at such time as the above described warrants
are exercised, the Class A Units and the Class C Units will be deemed to have
been converted into (i) a like number of Class A Units and Class C Units,
respectively, and (ii) a combined number of Class B Units in an amount such
that if all the warrants were to be exercised at the same time, the portion of
the Class B Units represented by the former Class A Units and Class C Units
(considered together) will equal an aggregate of 20%.   When all of the
warrants have either been exercised and/or expired and Payout has occurred, the
Class A Units and the Class C Units will be canceled.

        F.       Generally, the holders of Class A Units and Class C Units will
be entitled to receive substantially all of the cash distributed by the
Partnership until Payout.   Prior to Payout, all Partnership cash will be
distributed (i) first, to the Limited Partners holding Class A Units or Class C
Units, pro rata, in an amount equal to a 9% per annum cumulative return (the
"Preferred Return", as more fully defined herein) on the outstanding difference
from time to time between the aggregate value of the Original Properties or the
Other Properties, as of the date of contribution (subject to certain
adjustments), and the aggregate cash distributions previously received by the
Limited Partners with respect thereto, (ii) second, to the Partners in an
amount sufficient to pay certain income taxes attributable to their respective
interests in the Partnership, and (iii) third, to the Limited Partners holding
Class A and Class C Units to reduce Unrecovered Capital.  After Payout,
Partnership cash will be distributed in the percentages of 1% to the General
Partner and 99% to the Limited Partners.  "Payout", as more particularly
described herein, is the point in time at which the Limited Partners holding
Class A and Class C Units have received cash distributions, in addition to the
Preferred Return and distributions made to them with respect to income taxes,
equal to the value of the Original Properties and the Other Properties at the
time of their contribution.

        G.       Generally, prior to Payout net income will be allocated to the
holders of the Class A Units and the Class C Units to the extent that they have
received distributions representing the Preferred Return, then to all Partners
to the extent net losses have been allocated to them, and last 80% to the
General Partner and 20% to the holders of the Class A Units and the Class C
Units (unless the Warrants have been exercised).  Also, prior to Payout, net
loss will be allocated to the Partners first, in the same ratio and to the same
extent that cumulative net income (in excess of cumulative net losses) has been
allocated to the Partners and, second, in accordance with their Capital
Interest in the Partnership (as defined herein).  Generally, after Payout, net
income will be allocated 1% to the General Partner and 99% to the Limited
Partners and net loss will be allocated to the Partners in accordance with
their Percentage Interest in the Partnership (as defined herein).

                                   AGREEMENT:

        NOW, THEREFORE, in consideration of the mutual covenants, conditions
and agreements contained herein, the parties hereby agree to amend and restate
the First Restated Agreement as follows:

                                   ARTICLE I

                             ORGANIZATIONAL MATTERS

        1.1.     Formation.  The Partnership has heretofore been formed as a
limited partnership pursuant to the provisions of the Delaware Act.  The
parties named above hereby enter into this Agreement in order to set forth the
rights and obligations of the Partners and Assignees and certain matters
related thereto.  Except as expressly provided and permitted herein to the
contrary, the rights and obligations of the Partners and Assignees and the
administration and





                                      -2-
<PAGE>   9
termination of the Partnership shall be governed by the Delaware Act.  The
Partnership Interest of any Partner or Assignee shall be personal property for
all purposes.

        1.2.     Name.  The name of the Partnership shall be, and the business
of the Partnership shall be conducted under the name of, Centex Development
Company, L.P.  The Partnership's business may be conducted under any other name
or names deemed advisable by the General Partner, including the name of the
General Partner or any Affiliate.  The General Partner in its sole discretion
may change the name of the Partnership at any time and from time to time.

        1.3.     Registered Office and Principal Office of Partnership;
          Addresses of Partners.

        (a)      The registered office of the Partnership in the State of
Delaware shall be 1013 Centre Road, Wilmington, Delaware 19805, and its
registered agent for service of process on the Partnership at such registered
office shall be Corporation Service Company.  The principal office of the
Partnership shall be 2728 North Harwood Street, Dallas, Texas 75201-1516, or
such other place as the General Partner may from time to time designate to the
Partners.  The Partnership may maintain offices at such other place or places
as the General Partner deems advisable.

        (b)      The address of the General Partner is 2728 North Harwood
Street, Dallas, Texas 75201-1516.  The address of each Limited Partner shall be
the address of such Limited Partner appearing on the books of the Transfer
Agent or the Partnership from time to time, as provided for in Section 17.1.

        1.4.     Power of Attorney.

        (a)      Each Limited Partner and Assignee hereby constitutes and
appoints the General Partner and the Liquidator and their authorized officers
(and any successor to either thereof by merger, assignment, election or
otherwise and the authorized officers thereof) with full power of substitution
as his true and lawful agent and attorney-in-fact, with full power and
authority in his name, place and stead, to:

                 (i)      execute, swear to, acknowledge, deliver, file and
        record in the appropriate public offices (A) all certificates and other
        instruments and all amendments or restatements thereof which the
        General Partner or the Liquidator deems reasonable and appropriate or
        necessary to qualify, or continue the qualification of, the Partnership
        as a limited partnership (or a partnership in which the Limited
        Partners have limited liability) in all jurisdictions in which the
        Partnership may conduct business or own property; (B) all instruments,
        including an amendment or restatement of this Agreement, which the
        General Partner or the Liquidator deems appropriate or necessary to
        reflect any amendment, change or modification of this Agreement in
        accordance with its terms; (C) all conveyances and other instruments or
        documents which the General Partner or the Liquidator deems appropriate
        or necessary to reflect the dissolution and liquidation of the
        Partnership pursuant to the terms of this Agreement; (D) all
        instruments relating to the admission or substitution of any Partner
        pursuant to Article XII or Article XIII; (E) all instruments (including
        this Agreement and amendments and restatements hereof) relating to the
        determination of the rights, preferences and privileges of any class or
        series of LP Units or other securities of the Partnership issued
        pursuant to Section 4.4(a); and (F) all certificates, documents and
        other instruments (including this Agreement and amendments and
        restatements hereof) relating to the formation of the Operating
        Partnership; and

                 (ii)     sign, execute, swear to and acknowledge all ballots,
        consents, approvals, waivers, certificates and other instruments
        appropriate or necessary, in the sole discretion of the General Partner
        or the Liquidator, to make, evidence, give, confirm or ratify any vote,
        consent, approval, agreement or other action which is made or given by
        the Limited Partners hereunder, is deemed to be made or given by the
        Limited Partners hereunder, or is consistent with the terms of this
        Agreement and/or appropriate or necessary, in the sole discretion of
        the General Partner or the Liquidator, to effectuate the terms or
        intent of this Agreement; provided, however, that when required by
        Section 15.3 or Section 15.9 or any other provision of this Agreement
        which establishes a percentage of the Limited Partners required to take
        any action, the General Partner or the Liquidator may exercise the
        power of attorney made in this subsection (ii) only after the necessary
        vote, consent or approval by a Majority Interest or other required
        percentage.





                                      -3-
<PAGE>   10
Nothing herein contained shall be construed as authorizing the General Partner
to amend this Agreement except in accordance with Article XV or as may be
otherwise expressly provided for in this Agreement.

        (b)      The foregoing power of attorney is hereby declared to be
irrevocable and a power coupled with an interest, and it shall survive, and not
be affected by, the death, incompetency, incapacity, disability, dissolution,
bankruptcy or termination of any Limited Partner or Assignee and the transfer
of all or any Portion of his Partnership Interest and shall extend to such
Limited Partner's or Assignee's heirs, successors, assigns and personal
representatives.  Each such Limited Partner and Assignee hereby agrees to be
bound by any representations made by the General Partner or the Liquidator,
acting in good faith pursuant to such power of attorney; and each such Limited
Partner and Assignee hereby waives any and all defenses which may be available
to contest, negate or disaffirm the action of the General Partner or the
Liquidator, taken in good faith under such power of attorney.  Each Limited
Partner and Assignee shall execute and deliver to the General Partner or the
Liquidator, within fifteen days after receipt of the General Partner's or the
Liquidator's request therefor, such further designations, powers of attorney
and other instruments as the General Partner or the Liquidator deems necessary
to effectuate this Agreement and the purposes of the Partnership.

        1.5.     Term.  The Partnership commenced upon the filing of the
original Certificate of Limited Partnership in accordance with the Delaware Act
on March 31, 1987, and shall continue in existence until the close of
Partnership business on December 31, 2037 or until the earlier termination of
the Partnership in accordance with the provisions of Article XIV.

                                   ARTICLE II

                                  DEFINITIONS

        The following definitions shall for all purposes, unless otherwise
clearly indicated to the contrary, apply to the terms used in this Agreement.

        "Additional Limited Partner" means a Person admitted to the Partnership
pursuant to Section 12.2 as a Limited Partner.

        "Adjusted Basis" means the adjusted basis of a Partnership asset as
defined in Section 1011 of the Code.

        "Adjusted Property" means any property the Carrying Value of which has
been adjusted pursuant to Section 4.6(c)(i).

        "Affiliate" means any Person that directly or indirectly controls, is
controlled by, or is under common control with the Person in question.  As used
in the definition of "Affiliate", the term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.

        "Agreed Value" means, in the case of property contributed to the
Partnership, the aggregate value of such property at the time of contribution,
as determined by the General Partner using a reasonable method of valuation.

        "Agreement" means this Agreement of Limited Partnership, as it may be
amended, supplemented or restated from time to time.

        "Applicable Class Percentage" has the meaning assigned to it in Section
5.1(c).

        "Assignee" means a Person to whom one or more LP Units have been
transferred in a manner permitted under this Agreement, and who thereby has an
economic interest in the Partnership equivalent to that of a Limited Partner
but (i) limited to the rights and obligations appurtenant to an LP Unit to
share in the distributions, including liquidating distributions, of the
Partnership, and (ii) otherwise subject to the limitations set forth in this
Agreement on the rights of an Assignee who has not become a Substituted Limited
Partner.





                                      -4-
<PAGE>   11
        "Business Day" means Monday through Friday of each week, except that a
legal holiday recognized as such by the Government of the United States or of
the State of Texas shall not be regarded as a Business Day.

        "Capital Account" means the Capital Account maintained for a Partner or
Assignee pursuant to Section 4.6.

        "Capital Contribution" means any cash or property which a Partner
contributes to the Partnership pursuant to Section 4.1, 4.2, 4.3 or 4.4.

        "Capital Distributions" means an amount distributed to a Partner
pursuant to Section 5.1(b)(iii).

        "Capital Interest" means, with respect to a Partner, the ratio,
expressed as a percentage, of such Partner's contribution to the capital of the
Partnership pursuant to Sections 4.1 and 4.2 hereof to the aggregate amount
contributed to the Partnership pursuant to Sections 4.1 and 4.2 hereof.  Any
transferee of a Partnership Interest shall succeed to the Capital Interest
associated therewith.

        "Carrying Value" means (a) with respect to a Contributed Property, the
Agreed Value of such property, reduced (but not below zero) by depreciation and
cost recovery deductions, if any, charged to the Partner's Capital Accounts
pursuant to Section 4.6 with respect to such property, as well as any other
charges or sales, retirements and other dispositions of assets included in a
Contributed Property, as of the time of determination, and (b) with respect to
any other property, the adjusted basis of such property for federal income tax
purposes as of the time of determination.  The Carrying Value of any property
shall be adjusted in accordance with Sections 4.6(c)(i) and (ii).

        "Centex" means Centex Corporation, a Nevada corporation.

        "Centex Warrant Agreement" means that certain Agreement for Purchase of
Warrants dated as of November 30, 1987, by and between the Partnership and
Centex.

        "Centex Warrants" means the Warrants to purchase Class B Units
exercisable by Centex pursuant to the Centex Warrant Agreement.

        "Certificate" means a non-negotiable certificate issued by the
Partnership, evidencing ownership of one or more LP Units.

        "Certificate of Limited Partnership" means the Certificate of Limited
Partnership filed with the Secretary of State of the State of Delaware pursuant
to Section 6.2, as it may be amended and/or restated from time to time.

        "Class A Units" means the LP Units issued to the Original Limited
Partners or any other LP Units having the same rights and privileges as an LP
Unit with respect to such class as described herein.  Without limiting the
foregoing, the owners of Class A Units shall (a) have allocated to them
Partnership items of income, gain, loss, deduction and credit as set forth in
Sections 5.1 and 5.2 and elsewhere herein and (b) receive preferential
distributions of cash prior to Payout as set forth in Section 5.1 and elsewhere
herein.  Further, upon the exercise of "Eligible Warrants" (as such term is
used below), the Class A Units shall automatically divide and convert into (x)
a like number of Class A Units having the entitlements to income, loss and
distributions as the existing Class A Units, except that the Applicable Class
Percentage shall be 0% (provided, however, that if Payout has occurred and all
of the Warrants have either been exercised and/or expired, the Class A Units
shall automatically be canceled) and (y) a number of Class B Units equal to 20%
times (i) the number of Class A Units Outstanding divided by (ii) the number of
Class A Units plus the number of Class C Units Outstanding times (iii) the
total number of Class B Units which would be Outstanding after conversion based
on the actual exercise of the Stockholder Warrants classified as Eligible
Warrants and the assumed exercise of all of the Centex Warrants classified as
Eligible Warrants.  The foregoing conversion shall be deemed to occur as of the
date on which the exercise of the Stockholder Warrants classified as Eligible
Warrants is deemed to occur under the Stockholder Warrant Agreements (i.e., the
close of business on the last day of the applicable exercise period with
respect to such Warrants).  As used above, the terms "Eligible Warrants" means
those Stockholder Warrants with respect to which the Nominee Agreement has been
terminated pursuant to the terms thereof and a proportionate part of the Centex
Warrants, as determined pursuant to the Centex Warrant Agreement.





                                      -5-
<PAGE>   12
        "Class B Units" means the LP Units to be issued upon exercise of the
Warrants or any other LP Units having the same rights and privileges as such an
LP Unit.

        "Class C Units" means the LP Units issued to Limited Partners or any
other LP Units having the same rights and privileges as an LP Unit with respect
to such class as described herein.  Without limiting the foregoing, the owners
of Class C Units shall (a) have allocated to them Partnership items of income,
gain, loss, deduction and credit as set forth in Sections 5.1 and 5.2 and
elsewhere herein, and (b) receive preferential distributions of cash prior to
Payout as set forth in Section 5.1 and elsewhere herein.  Further, upon the
exercise of Eligible Warrants, the Class C Units shall automatically divide and
convert into (x) a like number of Class C Units having the entitlements to
income, loss and distributions as the existing Class C Units, except that the
Applicable Class Percentage shall be 0% (provided, however, that if Payout has
occurred and all of the Warrants have either been exercised and/or expired, the
Class C Units shall automatically be canceled) and (y) a number of Class B
Units equal to 20% times (i) the number of Class C Units Outstanding divided by
(ii) the number of Class C Units plus the number of Class A Units Outstanding
times (iii) the total number of Class B Units which would be Outstanding after
conversion based on the actual exercise of the Stockholder Warrants classified
as Eligible Warrants and the assumed exercise of all of the Centex Warrants
classified as Eligible Warrants.  The foregoing conversion shall be deemed to
occur as of the date on which the exercise of the Stockholder Warrants
classified as Eligible Warrants is deemed to occur under the Stockholder
Warrant Agreements (i.e., the close of business on the last day of the
applicable exercise period with respect to such Warrants).

        "Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time.

        "Contributed Property" means each Contributing Partner's property
(whether real, personal, intangible or other property, including securities,
but other than cash) contributed to the Partnership.  Once the Carrying Value
of a Contributed Property is adjusted pursuant to Section 4.6(c)(i) or (ii),
such property shall no longer constitute a Contributed Property for purposes of
Section 5.3 but shall constitute an Adjusted Property.

        "Contributing Partner" means each Partner contributing a Contributed
Property to the Partnership in exchange for (a) in the case of a General
Partner, a Partnership Interest, and (b) in the case of a Limited Partner, LP
Units.

        "Contribution" means the amount of cash and the Net Agreed Value of any
other property contributed by a Partner to the Partnership.

        "Conversion" means the point in time at which (a) Class A Units are
converted into Class B Units as described in the definition of "Class A Units",
and (b) Class C Units are converted into Class B Units as described in the
definition of "Class C Units".

        "Conveyance" shall refer collectively to the conveyances of properties
by the Original Limited Partners pursuant to the Original Agreement in exchange
for Class A Units.

        "Delaware Act" means the Delaware Revised Uniform Limited Partnership
Act, Sections 17-101 et seq.  of Title Six of the Delaware Code, as it may be
amended from time to time, and any successor to such Act.

        "Departing Partner" means a former General Partner, as of the effective
date of any withdrawal or removal of such former General Partner pursuant to
Section 13.1.

        "Eligible Warrants" shall have the meaning assigned to it in the
definition of Class A Units.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor to such statute.

        "First Restated Agreement" shall have the meaning assigned to it in
Paragraph A of the Recitals and Summary to this Agreement.

        "General Partner" means 3333 Development Corporation, or its successor,
in its capacity as a general partner of the Partnership.





                                      -6-
<PAGE>   13
        "Holding" means 3333 Holding Corporation, a Nevada corporation and the
sole stockholder of the General Partner.

        "Information Statement" means the final information statement mailed to
all record holders of Centex common stock in connection with the distribution
of the Stockholder Warrants to Centex stockholders pursuant to the Nominee
Agreement.

        "Limited Partner" means any Person who has been admitted or deemed to
be admitted as a limited partner in the Partnership and whose admission has
been reflected on the books and records of the Partnership.

        "Liquidation" means the occurrence of that date which is the earlier of
(a) the date upon which the Partnership is terminated under Section 708(b)(1)
of the Code, or (b) the date upon which the Partnership ceases to be a going
concern (even though it may continue in existence for the purpose of winding up
its affairs, paying its debts and distributing any remaining Partnership assets
to the Partners).

        "Liquidator" has the meaning specified in Section 14.3.

        "LP Unit" means a Unit representing a Limited Partner's or Assignee's
Partnership Interest as a limited partner or assignee of a limited partner of
the Partnership.

        "Majority Interest" means the owners of more than 50% of the Voting
Percentage Interests of Limited Partners.

        "Management Agreement" means that certain Management Agreement dated as
of April 1, 1994, by and between the Partnership and Holding, providing for the
management and operation of the business of the Partnership, as amended by
Amendment No. 1 to Management Agreement dated as of October 1, 1996, by and
between the Partnership and Holding, as such amended Agreement may be modified
or amended from time to time by the parties thereto.

        "NASDAQ" means the National Association of Securities Dealers Automated
Quotation System, including the Nasdaq Stock Market and the Nasdaq Small Cap
Market.

        "National Securities Exchange" means an exchange registered with the
Securities and Exchange Commission under Section 6(a) of the Exchange Act.

        "Net Agreed Value" means (a) in the case of any property contributed to
the Partnership, including Other Properties, the Agreed Value of such property
reduced by any indebtedness either assumed by the Partnership upon such
contribution or to which such property is subject when contributed, and (b) in
the case of a partnership, membership or other interest in an Operating
Partnership contributed to the Partnership by (i) a Limited Partner pursuant to
Section 4.2(c) or 4.4 hereof, an amount equal to the greater of (1) the Agreed
Value of such interest, reduced by any indebtedness either assumed by the
Partnership upon such contribution or to which such property is subject when
contributed, or (2) the amount of the Capital Account attributable to such
partnership, membership or other interest under the Operating Partnership
Agreement as of the end of the quarter immediately preceding the quarter during
which such contribution is made, or (ii) a Departing Partner pursuant to
Section 13.2, the amount of the Capital Account attributable to such
partnership, membership or other interest under the Operating Partnership
Agreement as of the end of the quarter immediately preceding the quarter during
which such contribution is made.

        "Nominee Agreement" means that certain Nominee Agreement dated November
30, 1987, as amended, by and among the Partnership, Centex, Holding and The
Chase Manhattan Bank.

        "Operating Partnership" means any limited or general partnership,
limited liability company or other entity (a) formed by the General Partner or
an Affiliate thereof in its sole and complete discretion on behalf of the
Partnership pursuant to Section 6.1(c) with the General Partner or an Affiliate
thereof as general partner, member, manager or owner, and the Partnership or an
Affiliate thereof as limited partner, general partner, member or owner, or (b)
of which the General Partner or an Affiliate thereof becomes a general partner,
member, manager or owner and/or of which the





                                      -7-
<PAGE>   14
Partnership or an Affiliate thereof becomes a limited partner, general partner,
member or owner, in each case to carry out the purposes of the Partnership.  In
the event the General Partner forms or becomes a partner, member, manager or
owner of or otherwise subject to more than one Operating Partnership, the term
"Operating Partnership" shall refer to any one or more or all of such Operating
Partnerships, as the context shall require.

        "Operating Partnership Agreement" means (i) for a limited partnership,
the agreement of limited partnership, (ii) for a general partnership, the
partnership agreement, (iii) for a limited liability company, the certificate
of organization (however denominated) and the related operating agreement,
company agreement or regulations, and (iv) for any other type of entity,
similar governing documents, of any Operating Partnership, as each such
certificate, agreement or other document may be amended or supplemented from
time to time.  In the event the General Partner forms, or becomes a general
partner, member, manager or owner of or otherwise becomes subject to, more than
one Operating Partnership, the term "Operating Partnership Agreement" shall
refer to any one or more or all of such Operating Partnership Agreements, as
the context shall require.

        "Opinion of Counsel" means a written opinion of counsel (who may be
regular counsel to the Partnership or the General Partner) acceptable to the
General Partner.

        "Original Agreement" shall have the meaning assigned to it in Paragraph
A of the Recitals and Summary to this Agreement.

        "Original Limited Partners" shall refer to Centex Land Company, Centex
Homes of New Jersey, Inc., Centex Homes Corporation, Fox & Jacobs, Inc., Great
Lakes Development Co., Inc. and 111 E. Chestnut Corp. or their transferees.

        "Original Properties" means those properties and assets described in
the Conveyance that have been contributed to the Partnership by the Original
Limited Partners as described in Section 4.2(a).

        "Other Properties" means those real, personal, intangible and other
properties and assets, including partnership, membership or other ownership
interests in entities owning or holding real, personal, intangible or other
property, that are contributed to the Partnership from time to time, in kind or
by or through an entity or an Operating Partnership, by a Limited Partner or an
Affiliate thereof as contemplated by Section 4.2 and/or 4.4.

        "Outstanding," when used in reference to the number of LP Units, means
the number of LP Units issued by the Partnership and shown on the records of
the Transfer Agent to be outstanding, less any LP Units held by the Partnership
or the Operating Partnership.

        "Partner" means the General Partner or a Limited Partner.

        "Partnership" means the limited partnership established by the Original
Agreement and continued under the First Restated Agreement and this Agreement.

        "Partnership Interest" means the interest of a Partner or Assignee in
the Partnership.

        "Payout" means the receipt of distributions in an amount sufficient to
reduce the Partners' Unrecovered Capital to zero.

        "Percentage Interest" has the meaning assigned to it in Section 5.1(c).

        "Person" means an individual or a corporation, partnership, limited
liability company, trust, unincorporated organization, association or other
entity.

        "Plan for Original Properties" means that certain instrument attached
hereto as Exhibit A that sets forth the overall plan pursuant to which the
Partnership will conduct its activities hereunder with respect to the Original
Properties.





                                      -8-
<PAGE>   15
        "Preferred Return" means a return of 9% per annum (cumulative) of (a)
the Class A Unit holders' Unrecovered Capital, measured from April 1, 1987 (but
less $37,523,419.56 of Preferred Return waived by the holders of the Class A
Units effective as of July 25, 1995), and (b) the Class C Unit holders'
Unrecovered Capital, measured from the applicable date of contribution, and, in
either case, payable quarterly or at such other intervals as may be specified
by the General Partner in accordance with Section 5.1(b).  If Unrecovered
Capital fluctuates during a year the Preferred Return shall be prorated on a
daily basis.

        "Record Date" means the date established by the General Partner for
determining (a) the identity of Limited Partners entitled to notice of or to
vote at any meeting of Limited Partners or entitled to vote by ballot or give
consent to Partnership action in writing without a meeting or entitled to
exercise rights in respect of any other lawful action of Limited Partners, or
(b) the identity of Record Holders entitled to receive any report or
distribution.

        "Record Holder" as applied to a LP Unit means the Person in whose name
the LP Unit is issued and registered on the books of the Transfer Agent as of
the close of business on a particular Business Day.

        "Section 754 Election" means an election under Section 754 of the Code
relating to the adjustment of the adjusted basis of Partnership assets as
provided in Sections 734 and 743 of the Code.

        "Securities Act" means the Securities Act of 1933, as amended, and any
successor to such statute.

        "Stockholder Warrant Agreement" means the Warrant Agreement dated as of
November 30, 1987, by and between the Partnership and Centex.

        "Stockholder Warrants" means the Warrants to purchase Class B Units
exercisable by the Centex stockholders pursuant to the Stockholder Warrant
Agreement.

        "Substituted Limited Partner" means a Person who is admitted as a
Limited Partner to the Partnership pursuant to Section 12.1 in place of and
with all the rights of a Limited Partner.

        "Transfer Agent" means the bank, institution or other Person appointed
by the General Partner in its sole discretion to act as transfer agent for the
LP Units.

        "Transfer Application" means an application and agreement for transfer
of LP Units in the form set forth on the back of a Certificate representing an
LP Unit or in a form substantially to the same effect in a separate instrument
by which a transferee (a) requests admission as a Substituted Limited Partner,
(b) agrees to be bound by the terms and conditions of this Agreement, (c)
represents that he has authority to enter into this Agreement, (d) grants
powers of attorney to the General Partner and (e) makes the consents and
waivers contained herein.

        "Unit" means a Class A Unit, a Class B Unit, a Class C Unit or such
other class or series of LP Units which may be issued pursuant to Section
4.4(a).

        "Unit Price" means, in respect of any particular class of Units, as of
any date of determination, (a) if such class of Units are listed or admitted to
trading on one or more National Securities Exchanges, the average of the last
reported sale prices per Unit of such class regular way or, in case no such
reported sale has taken place on any such day, the average of the last reported
bid and asked prices per Unit of such class regular way, in either case on the
principal National Securities Exchange on which the Units of such class are
listed or admitted to trading, for the four trading days immediately preceding
the date of determination; (b) if the Units of such class are not listed or
admitted to trading on a National Securities Exchange but are quoted by NASDAQ,
the average of the closing bid and ask prices per Unit of such class for the
four trading days immediately preceding such date of determination, as
furnished by the National Quotation Bureau Incorporated or such other
nationally recognized quotation service as may be selected by the General
Partner for such purpose if said Bureau is not at the time furnishing
quotations; or (c) if Units of such class are not listed for trading on a
National Securities Exchange or quoted by NASDAQ, an amount equal to the fair
market value of a Unit of such class as of such date of determination, as
determined by the General Partner using any reasonable method of valuation.  In
determining the value of Original Properties and Other Properties owned by the
Partnership as of any date





                                      -9-
<PAGE>   16
of determination, the General Partner shall be permitted to use, absent clear
and convincing evidence presented to the Partnership to the contrary, the
Carrying Value of such properties as of the last date of determination thereof.

        "Unrealized Gain" means with respect to a Partnership property, as of
any date of determination, the excess, if any, of the fair market value of such
property as of such date of determination over the Carrying Value of such
property as of such date of determination (prior to any adjustment to be made
pursuant to Section 4.6(c) as of such date).

        "Unrealized Loss" means with respect to a Partnership property, as of
any date of determination, the excess, if any, of the Carrying Value of such
property as of such date of determination (prior to any adjustment to be made
pursuant to Section 4.6(c) as of such date) over the fair market value of such
property as of such date of determination.

        "Unrecovered Capital" as of a reference date, with respect to a holder
of Class A Units or Class C Units, means the Contribution made pursuant to
Section 4.2 with respect to such holder's LP Units, reduced by cumulative
Capital Distributions made with respect to such LP Units through the reference
date, and further reduced, in the case of the holders of the Class A Units
only, by $28,543,891.00, as of July 25, 1995.

        "Voting Percentage Interest" means the voting interest attributable to
each LP Unit as set forth below (which voting interest shall be subject to the
last sentence of this definition and the issuance of another class or series of
LP Units pursuant to Section 4.4(a)): (a) prior to exercise of the Warrants and
Conversion, each Class A Unit and each Class C Unit shall have a voting
interest attributable thereto equal to 1/total number of Class A Units and
Class C Units Outstanding, with such voting interests aggregated, voting
together and treated as a combined class; (b) after exercise of the Warrants
and Conversion, each Class A Unit and each Class C Unit shall have no voting
interest; (c) prior to exercise of the Warrants and Conversion, each Class B
Unit shall have no voting interest; and (d) after exercise of the Warrants and
Conversion, each Class B Unit shall have a voting interest attributable thereto
equal to 1/total number of Class B Units Outstanding.  Notwithstanding the
foregoing, with respect to the votes called for in the last paragraph of
Section 4.4(a) and in Section 6.12(d), each Class A Unit and each Class C Unit
shall have a voting interest as provided in clause (a) above and each Class B
Unit shall have a voting interest as provided in clause (d) above.

        "Warrant Agreements" means the Centex Warrant Agreement and the 
Stockholder Warrant Agreement.

        "Warrants" mean the warrants to be sold by the Partnership pursuant to
Section 4.3.


                                  ARTICLE III

                                    PURPOSE

        3.1.     Purpose.  The purpose of the Partnership shall be (a) to
invest in, acquire, own, hold a leasehold interest in, manage, maintain,
operate, lease, sublease, improve, develop, reconstruct, sell, exchange and
otherwise dispose of the Original Properties, Other Properties, and any other
properties directly or by acquiring, holding, selling or otherwise disposing of
a partnership or other interest in an Operating Partnership, with all
activities related to the Original Properties to be conducted pursuant to the
Plan for Original Properties; (b) in connection therewith, to exercise all of
the rights and powers conferred upon the Partnership by this Agreement or, in
its capacity as the direct or indirect limited partner or other owner in an
Operating Partnership, by the applicable Operating Partnership Agreement; and
(c) to enter into any lawful transaction and engage in any lawful activities in
furtherance of the foregoing purposes.

                                   ARTICLE IV

                             CAPITAL CONTRIBUTIONS

        4.1.     General Partner.  The General Partner has heretofore
contributed to the Partnership cash in an amount equal to $767,182.

        4.2.     Limited Partners.





                                      -10-
<PAGE>   17
        (a)      Original Limited Partners.  The Original Limited Partners have
heretofore contributed to the Partnership the Original Properties having an
Agreed Value of $75,951,000 as of the date of contribution, and have received
in exchange an aggregate of 1,000 Class A Units as set forth below:

<TABLE>
<CAPTION>
                 ORIGINAL LIMITED PARTNER                                        CLASS A UNITS
                 ------------------------                                        -------------
         <S>                                                                          <C>
         Centex Land Company  . . . . . . . . . . . . . . . . . . . . . . .             244
         Centex Homes of New Jersey, Inc. . . . . . . . . . . . . . . . . .             220
         Centex Homes Corporation . . . . . . . . . . . . . . . . . . . . .              71
         Fox & Jacobs, Inc. . . . . . . . . . . . . . . . . . . . . . . . .             400
         Great Lakes Development Co., Inc.  . . . . . . . . . . . . . . . .              31
         111 E.  Chestnut Corp  . . . . . . . . . . . . . . . . . . . . . .              34
                                                                                       ====
                                                                                      1,000
</TABLE>

All of the Class A Units are owned by a single Limited Partner, Centex Homes,
as of the date of this Agreement.  The Unrecovered Capital in the case of the
holders of the Class A Units was reduced as of July 25, 1995 as described
above.

        (b)      Conversion of Number of Class A Units.  In order to facilitate
the issuance of other LP Units pursuant to Section 4.4, including Class C
Units, the 1,000 Class A Units Outstanding as of the date of this Agreement
shall be deemed automatically converted into an aggregate of 32,260.085 Class A
Units, with each such new Class A Unit to have identical rights and preferences
to the former Class A Units (except for the number that is Outstanding).  All
Certificates evidencing ownership of Class A Units immediately prior to the
effectiveness of this Agreement shall evidence ownership of Class A Units after
the effectiveness of this Agreement (of a proportionately higher number), but
may be exchanged, at the option of the holder thereof, for one or more
Certificates evidencing the new number of Class A Units to which the Class A
Unit holder shall be entitled.

        (c)      Issuance of Class C Units.   From time to time after the date
hereof, but prior to Payout or the issuance of Class B Units, the Partnership
may issue Class C Units to the Limited Partners (or to a Person who is to be
admitted as a Limited Partner), without the consent or approval of the Limited
Partners or any percentage thereof, in connection with a Contribution to the
Partnership of Other Properties.  Each such issuance shall be effected as
follows:

                 (i)      Prior to each issuance of Class C Units, the General
        Partner shall determine with respect to all Outstanding LP Units the
        applicable Unit Price after taking into account applicable provisions
        of this Agreement.  In determining such Unit Price, (1) Sections
        4.6(c)(i) and 5.3 shall be applied as if additional LP Units are being
        issued pursuant to Section 4.4 hereof, and (2) Class A Units and Class
        C Units (if any shall be Outstanding) shall be deemed equivalent in
        type and class.

                 (ii)     The number of Class C Units that shall be issued in
        any particular case shall be equal to the Net Agreed Value of the Other
        Properties to be contributed divided by the applicable Unit Price.

                 (iii)     Fractional Class C Units may be issued, if deemed
        necessary or appropriate by the General Partner.

        4.3.     Issuance of Warrants.  Following execution of the First
Restated Agreement, the General Partner caused the Partnership to sell to
Centex warrants entitling the holder or holders thereof to acquire Class B
Units, on such terms and conditions (and for such consideration) as provided in
the Warrant Agreements.

        4.4.     Additional Issuances of Securities; Additional Classes of LP
Units.

        (a)      Subject to the last paragraph of this subsection (a) and
Section 4.4(b), in order to raise additional capital or to acquire Other
Properties, additional properties or other assets, to redeem or retire
Partnership debt, to comply with any provision of an Operating Partnership
Agreement or for any other Partnership purpose, the General Partner is
authorized at any time or from time to time to cause the Partnership to issue
LP Units in addition to those issued pursuant to Section 4.2 (or which may
hereafter be issued pursuant to Section 4.3) to General Partners or Limited
Partners or to





                                      -11-
<PAGE>   18
other Persons and to admit them to the Partnership as Additional Limited
Partners, all without any consent or approval of the Limited Partners or any
percentage thereof (other than as provided in the last paragraph of this
subsection (a) and Section 4.4(b)).

        Subject to the last paragraph of this subsection (a) and Section
4.4(b), the General Partner shall determine the consideration and terms and
conditions with respect to any future issuance of Units in a manner that it in
good faith determines to be in the best interests of the Partnership.  In
addition, the General Partner is authorized, subject to the last paragraph of
this subsection (a) and subsection (b) below, to cause the Partnership to issue
LP Units from time to time in one or more classes, or one or more series of
such classes, for such consideration and on such terms and conditions as the
General Partner in good faith determines to be in the best interests of the
Partnership, which classes or series of LP Units shall have such designations,
preferences and relative, participating, optional or other special rights as
shall be fixed by the General Partner, including, without limitation, (i) the
allocation of items of Partnership income, gain, loss, deduction and credit to
each such class or series of LP Units; (ii) the right of each such class or
series of LP Units to share in Partnership distributions; (iii) the rights of
each such class or series of LP Units upon dissolution and liquidation of the
Partnership; (iv) the price at which and the terms and conditions upon which
each such class or series of LP Units may be redeemed by the Partnership, if
any such class or series is so redeemable; (v) the rate at which and the terms
and conditions upon which each such class or series of LP Units may be
converted into another class or series of LP Units or other securities of the
Partnership, if any such class or series is convertible into other securities
of the Partnership; (vi) the terms and conditions upon which each such class or
series of LP Units will be issued, assigned or transferred; and (vii) the right
of each such class or series of LP Units to vote on Partnership matters,
including matters relating to the relative rights, preferences and privileges
of such class or series, if any such class or series is granted any voting
rights; provided, however, that in fixing the designations, preferences and
relative, participating, optional or other special rights of any such class or
series of LP Units, the General Partner shall act in a manner that it in good
faith determines to be in the best interests of the Partnership.

        Subject to the terms hereof (including, without limitation, the last
paragraph of this subsection (a) and Section 4.4(b)), upon or prior to the
issuance of any class or series of LP Units, which shall not be identical to
either the Class A Units or the Class C Units issued pursuant to Section 4.2 or
the Class B Units issued pursuant to Section 4.3, the General Partner, without
the consent at the time of any Limited Partner or Assignee (each Limited
Partner and Assignee hereby consenting to any and each such amendment), may
amend any provision of this Agreement and, exercising the power of attorney
granted to the General Partner pursuant to Section 1.4(a)(i), may execute,
swear to, acknowledge, deliver, file and record such documents as the General
Partner may determine to be necessary or appropriate in connection therewith in
order to reflect the authorization and issuance of each such class or series of
LP Units and the designations, preferences and relative, participating,
optional or other special rights thereof as to the matters set forth in the
preceding sentence, which designations, preferences and rights may be senior to
those with respect to any class of Outstanding LP Units, including the Class A
Units and the Class C Units issued pursuant to Section 4.2, the Class B Units
issued pursuant to Section 4.3, or to all Outstanding LP Units.

        Subject to the last paragraph of this subsection (a) and subsection (b)
below, the General Partner is also authorized to cause the Partnership from
time to time to issue any other type of security (including, without
limitation, secured and unsecured debt obligations of the Partnership, debt
obligations of the Partnership convertible into any class or series of LP Units
that may be issued by the Partnership, or options, rights, warrants or
appreciation rights relating to any class or series of LP Units, any such debt
obligations or any combination of any of the foregoing) to Partners or other
Persons on terms and conditions established by the General Partner acting in a
manner that it in good faith determines to be in the best interests of the
Partnership.  The General Partner shall do all things it deems to be
appropriate or necessary to comply with the Delaware Act and is authorized and
directed to do all things it deems to be necessary or advisable in connection
with any such future issuance, including compliance with any statute, rule,
regulation or guideline of any federal, state or other governmental agency or
any stock exchange on which any LP Unit or other such security is listed or
admitted to trading.

        Notwithstanding the foregoing or anything else in this Agreement to the
contrary, if, prior to Payout, the General Partner proposes to take any of the
above described actions (i.e., cause the issuance by the Partnership of any
additional LP Units or series or classes of LP Units or other securities), such
action shall require the prior written consent of a Majority Interest of the
holders of Class A Units and Class C Units (considered as a single class) and a
Majority Interest





                                      -12-
<PAGE>   19
of the holders of Class B Units (if Outstanding); provided, however, that this
limitation shall not apply to the issuance of Class B Units (i) upon the
exercise of Warrants pursuant to either of the Warrant Agreements or (ii) upon
the exercise of the option granted to Centex or the General Partner pursuant to
Section 2.3(g)(D) of the Stockholder Warrant Agreement.

        (b)      The General Partner or any Affiliate of the General Partner
may, but is not obligated to, make Capital Contributions to the Partnership in
the form of cash or other property in exchange for LP Units.  The number of
Units issued to the General Partner or any Affiliate of the General Partner in
exchange for any Capital Contribution shall not exceed the Net Agreed Value of
the contributed property or the amount of cash, as the case may be, divided by
the Unit Price as of the date of such issuance.  After Payout and at such time
as when Units are held other than exclusively by the General Partner or an
Affiliate thereof, any issuance of Units to the General Partner or any
Affiliate of the General Partner on terms that do not satisfy the standards set
forth in this Section 4.4(b) shall be made only if such issuance is approved by
the affirmative vote or consent of a Majority Interest, exclusive of any such
Voting Percentage Interests held by the General Partner or any Affiliate
thereof.

        (c)      The General Partner must make Capital Contributions or take
other action consistent with this Agreement to the extent required to cause its
interest in the Partnership as a General Partner at all times to equal at least
1% of total capital (or such greater amount as may be appropriate or necessary
to prevent the Partnership from being treated as an association taxable as a
corporation for federal income tax purposes).

        4.5.     No Preemptive Rights.  No Partner or Assignee shall have any
preemptive, preferential or other right with respect to (a) additional Capital
Contributions; (b) issuance or sale of Units, whether unissued or held in the
treasury; (c) issuance of any obligations, evidences of indebtedness or other
securities of the Partnership convertible into or exchangeable for, or carrying
or accompanied by any rights to receive, purchase or subscribe to, any such
unissued Unit or Units held in the treasury; (d) issuance of any right of,
subscription to or right to receive, or any warrant or option for the purchase
of, any of the foregoing securities; or (e) issuance or sale of any other
securities that may be issued or sold by the Partnership.

        4.6.     Capital Accounts.

        (a)      Separate Capital Accounts shall be maintained for each Partner
by the Partnership.  In general, a Partner's Capital Account shall be (i)
increased by the amount of cash and Net Agreed Value of any property
contributed by such Partner to the Partnership and such Partner's share of all
items of Partnership income and gain (including income and gain exempt from
federal income tax) computed in accordance with Section 4.6(b) and allocated to
such Partner pursuant to Section 5.1, and (ii) decreased by the amount of cash
and net fair market value (as determined without regard to Section 7701(g) of
the Code) of property distributed or deemed distributed to such Partner
pursuant to this Agreement and all items of Partnership deduction or loss
computed in accordance with Section 4.6(b) and allocated to such Partner
pursuant to Section 5.1.

        (b)      For purposes of computing the amount of any item of income,
gain, loss or deduction to be reflected in the Partners' Capital Accounts, the
determination, recognition and classification of such items generally shall be
the same as their determination, recognition and classification for federal
income tax purposes, provided that:

                 (i)      Solely for purposes of the application of the
        provisions hereof, the Partnership shall be treated as owning directly
        its proportionate share (as determined by the General Partner) of all
        property owned by an Operating Partnership and any other partnership in
        which the Partnership has an interest, either directly or through such
        Operating Partnership, as determined in accordance with the provisions
        of the Operating Partnership Agreement.

                 (ii)     Any deductions for depreciation, cost recovery or
        amortization attributable to a Contributed Property shall be determined
        as if the Adjusted Basis of such property on the date it was acquired
        by the Partnership was equal to the Agreed Value of such property.
        Upon an adjustment pursuant to Section 4.6(c)(i) to the Carrying Value
        of any Partnership asset subject to depreciation, cost recovery or
        amortization, any further deductions for such depreciation, cost
        recovery or amortization attributable to such property shall be
        determined





                                      -13-
<PAGE>   20
        as if the Adjusted Basis of such property was equal to the Carrying
        Value of such property immediately following such adjustment.

                 (iii)    Any item of income, gain, loss or deduction
        attributable to the taxable disposition of any Partnership asset shall
        be determined by the Partnership as if the Adjusted Basis of such asset
        as of such date of disposition was equal in amount to the Partnership's
        Carrying Value for such asset as of such date.

                 (iv)     All fees and other expenses incurred by the
        Partnership to promote the sale of (or to sell) a Partnership Interest
        that can neither be deducted nor amortized under Section 709 of the
        Code shall, for purposes of Capital Account maintenance, be treated as
        an item of deduction and allocated among the Partners pursuant to
        Section 5.1.

                 (v)      The computation of all items of income, gain, loss
        and deduction shall be made without regard to any Section 754 Election
        that may be made by the Partnership and, as to those items described in
        Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the
        fact that such items are not includable in gross income or are neither
        currently deductible nor capitalizable for federal income tax purposes.

        (c)      For tax reporting purposes, but not for financial reporting
purposes, unless otherwise prohibited by the Code or applicable Treasury
regulations,

                 (i)      Upon an issuance of additional LP Units for cash or
        Contributed Property pursuant to Section 4.4 (including the issuance of
        Class C Units as contemplated hereby and Class B Units pursuant to
        exercise of the Warrants and Conversion), the Capital Accounts of all
        Partners (and the Carrying Values of all Partnership assets) shall be
        adjusted (consistent with the provisions hereof) as of such point in
        time up or down to reflect any Unrealized Gain or Unrealized Loss
        attributable to such Partnership assets.  In determining such
        Unrealized Gain or Loss, the fair market value of Partnership assets
        shall be determined by the General Partner, using such reasonable means
        of valuation as it may adopt.

                 (ii)     Immediately prior to the distribution of any
        Partnership asset in exchange for an interest in the Partnership
        (including distributions in liquidation, but not including any
        repurchase of a preferred LP Unit) the Capital Accounts of all Partners
        (and the Carrying Value of all Partnership assets) shall be adjusted as
        of such point in time (consistent with the provisions hereof) up or
        down to reflect any Unrealized Gain or Unrealized Loss attributable to
        all Partnership assets (as if such Unrealized Gain or Unrealized Loss
        has been recognized upon an actual sale of such properties, immediately
        prior to such distribution and was allocated to the Partners, at such
        time, pursuant to Sections 5.1 and 5.2).  In determining such
        Unrealized Gain or Unrealized Loss attributable to the properties, the
        fair market value of Partnership assets shall be determined by the
        General Partner, using such reasonable methods of valuation as it may
        adopt.

        (d)      If upon liquidation of the Partnership, the General Partner's
Capital Account has a negative balance after taking into account all Capital
Account adjustments for the Partnership taxable year during which such
liquidation occurs, then, unless the Capital Accounts of all other Partners
also have negative balances, the General Partner shall contribute cash to the
Partnership in an amount equal to the negative balance of its Capital Account.
As required pursuant to U.S. Treasury Regulation section
1.704-1(b)(2)(ii)(b)(2), such contribution shall be made to the Partnership no
later than the later of (i) the end of the Partnership taxable year in which
the Liquidation occurs (as such year is determined without regard to Section
706(C)(2)(A) of the Code), or (ii) the ninetieth day after the date of
liquidation of the Partnership.

        4.7.     Interest.  No interest shall be paid by the Partnership on
Capital Contributions or on balances in Capital Accounts.

        4.8.     No Withdrawal.  No Partner or Assignee shall be entitled to
withdraw any part of his Capital Contribution or his Capital Account or to
receive any distribution from the Partnership, except as provided in Sections
5.1 and 5.2 and Articles XIII and XIV.





                                      -14-
<PAGE>   21
        4.9.     Loans From Partners.  Loans by a Partner to the Partnership
shall not be considered Capital Contributions.

        4.10.    Splits and Combinations.  If the General Partner makes a
distribution in LP Units of a particular class to registered holders of such
class of LP Units while there is Outstanding any other class of LP Units, then
the General Partner shall make a proportionate distribution, in either class of
LP Units, at the discretion of the General Partner, to the registered holders
of such other class of LP Units.  If the General Partner effects a subdivision
or combination of any class of LP Units, then the General Partner shall make a
proportionate subdivision or combination of any other class of LP Units.

        4.11.    Conversion of Capital Accounts.  Immediately prior to exercise
of the Warrants and Conversion, cash distributions shall be made, first, to the
holders of the Class A Units and the Class C Units in an amount sufficient to
cause Payout and, second, to the General Partner and the holders of the Class A
Units and the Class C Units in an amount equal to the balance of their
respective Capital Accounts after the adjustment required by Section 4.6(c)(i)
of this Agreement; provided, however, that with respect to the General Partner,
such distributions shall not exceed, and shall be used to retire, the
outstanding balance, if any, of the $7,700,000 loan from Centex to Holding,
plus any other outstanding debts of Holding or the General Partner then due and
payable to Centex or any of its Affiliates (and any remaining balance of the
General Partner's Capital Account shall not be repaid by virtue of this
Section).


                                   ARTICLE V

             ALLOCATIONS OF INCOME AND LOSS; DISTRIBUTIONS OF CASH

        5.1.     Prior to Payout.

        (a)      For each taxable year (or portion thereof) prior to Payout
items of income, gain, loss and deduction of the Partnership shall be allocated
to the Partners as follows:

                 (i)      If there is net income (i.e., if items of income and
        gain exceed items of deduction and loss) it shall be allocated to Class
        A Unit holders and the Class C Unit holders, in the ratio in which, and
        to the extent that, cumulative distributions of Preferred Return are
        made through the end of such taxable year;

                 (ii)     Next, net income, if any, shall be allocated to the
        Partners in the same ratio and to the same extent that cumulative net
        losses in excess of cumulative net income has been allocated pursuant
        to paragraph (iv) below;

                 (iii)    Thereafter, any remaining net income and credit shall
        be allocated to the Partners in accordance with their Percentage
        Interests (as defined below in clause (c));

                 (iv)     If there is net loss (i.e., if items of deduction and
        loss exceed items of income and gain) it shall be allocated to the
        Partners (x) first, in the same ratio and to the same extent that
        cumulative net income in excess of cumulative net losses has been
        allocated pursuant to clauses (i), (ii) and (iii), above, and (y)
        thereafter, in accordance with their Capital Interests.

        (b)      Until Payout occurs, distributions of cash shall be made as
follows:

                 (i)      To the Class A Unit holders and the Class C Unit
        holders with respect to the Preferred Return, pro rata, based on the
        amounts of Preferred Return that have accrued but are unpaid;

                 (ii)     To the Partners in the amount of the product of (x)
        the maximum marginal corporate tax rate for the period in question,
        multiplied by (y) the amount of income and gain (in excess of deduction
        and loss) allocable to the Partners pursuant to Subsection 5.1(a)(iii);
        and





                                      -15-
<PAGE>   22
                 (iii)    To the Class A Unit holders and the Class C Unit
        holders in the ratio of their respective Unrecovered Capital amounts
        until their Unrecovered Capital is reduced to zero; provided, however,
        that distributions pursuant to this Clause (iii) shall not be made
        without consent of the recipient Partner if such distribution would
        cause the recognition of income for federal income tax purposes.  Any
        such deferred distribution shall be made as of the last day of each
        succeeding taxable year to the extent that distribution as of such date
        will not give rise to the recognition of taxable income for such year.
        In the event a distribution is so deferred, the Partnership shall, upon
        the affected Partner's request, loan the amount of the deferred
        distribution to such Partner for a term of three (3) years, prepayable
        without penalty, at an interest rate equal to the Applicable Federal
        Rate published by the Internal Revenue Service.  If not prepaid, such
        loan shall be payable semiannually as to interest, and at maturity, as
        to principal and accrued but unpaid interest.

        (c)      As used above and elsewhere herein, "Percentage Interest"
means (i) as to the General Partner, 1% (plus any additional percentage to
which the General Partner is entitled prior to exercise of the Warrants as
specified in the definition of Applicable Class Percentage); and (ii) as to a
Limited Partner or Assignee, with respect to a specific class of LP Units, the
product of (x) the Applicable Class Percentage multiplied by (y) the ratio
determined by dividing the number of such Limited Partner's LP Units of each
class by the total number of issued and Outstanding LP Units of the same class.
As used in the immediately preceding sentence and elsewhere herein, "Applicable
Class Percentage" means the percentage share of the Partnership's income, gain,
loss, or deductions allocated to a class of LP Units pursuant to this Agreement
or a later specification by the General Partner pursuant to Section 4.4 of this
Agreement.  Prior to exercise of the Warrants, (i) (A) for purposes of
determining the Applicable Class Percentage, Class A Units and Class C Units
shall be deemed to be a single class of LP Units, and (B) the Applicable Class
Percentage of Class A Units and Class C Units (considered as a single class) is
20%, and (ii) the General Partner's additional percentage is 79%.  After
exercise of the Warrants, the Applicable Class Percentage of Class A Units and
Class C Units (considered as a single class) and Class B Units will be 0% and
99%, respectively.

        (d)      Distributions shall be made at the discretion of the General
Partner from any source of cash available to the Partnership, subject to
reserves for future liabilities and obligations in such amounts that the
General Partner deems prudent.

        5.2.     After Payout.

        (a)      For each taxable year (or portion thereof) after Payout items
of income, gain, loss and deduction of the Partnership shall be allocated to
the Partners as follows:

                 (i)      If there is net income (i.e., if items of income and
        gain exceed items of deduction and loss) such net income and any items
        of credit shall be allocated to the Partners in accordance with their
        Percentage Interests.

                 (ii)     If there is net loss (i.e., if items of deduction and
        loss exceed items of income and gain) it shall be allocated to the
        Partners in accordance with their Percentage Interests.

        (b)      Distributions shall be made at the discretion of the General
Partner from any source of cash available to the Partnership, subject to
reserves for future liabilities and obligations in such amounts that the
General Partner deems prudent.  Subject to the specific terms and provisions of
Outstanding LP Units (which may govern priority and amount of distributions as
among the different classes of LP Units), distributions with respect to LP
Units shall be made according to the Percentage Interests of LP Unit holders as
of the Record Date established by the General Partner.  Distributions to the
General Partner shall be made according to its Percentage Interest.

        5.3.     Tax.

        (a)      In the case of accounts receivable which are Contributed
Property, accounts payable assumed by the Partnership from a Contributing
Partner and other similar accrued but uncollected or unpaid items, items of
income and deduction shall be allocated to Contributing Partners (or their
successors in interest) as if such items had not been contributed to, or
assumed by, the Partnership.





                                      -16-
<PAGE>   23
        (b)      Each item of depreciation and cost recovery deduction
attributable to, and each item of gain or loss from the sale of, any
Partnership property shall be allocated for federal income tax purposes to the
Partners as follows:

                 (i)      In the case of a Contributed Property (i.e., each
        property other than cash contributed to the Partnership) gain, loss,
        depreciation and cost recovery deductions attributable to such property
        shall be allocated (A) among the Contributing Partners (or their
        successors in interest) in a manner consistent with Section 704(c) of
        the Code and (B) the balance to the Partners in accordance with Section
        5.1; provided, however, that if the sale or disposition of the property
        is in connection with the liquidation of the Partnership, prior to
        allocating gain to the Partners in accordance with their respective
        Percentage Interests, there shall be an allocation of gain to bring (if
        possible) the Partners' Capital Account balances into the same
        relationship as the Partners' Percentage Interests.

                 (ii)     In the case of an Adjusted Property (i.e., any
        property whose carrying value is changed to reflect unrealized gain or
        unrealized loss--see Section 4(c)(i) above) gain, loss, depreciation
        and cost recovery deductions attributable to such property may, in the
        discretion of the General Partner, be allocated (A) among the Partners
        in a manner consistent with the principles of Section 704(c) of the
        Code to take into account the Unrealized Gain or Unrealized Loss
        attributable to such property and the allocations thereof pursuant to
        Sections 4.6(c)(i) and (ii), and (B) then, in the event such property
        was originally a Contributed Property, among the Contributing Partners
        with respect to such property, in a manner consistent with Section
        704(c) of the Code, and (C) the balance to the Partners in accordance
        with Section 5.1; provided, however, that if the sale or disposition of
        the property is in connection with the liquidation of the Partnership,
        prior to allocating gain to the Partners in accordance with their
        respective Percentage Interests, there shall be an allocation of gain
        to bring (if possible) the Partners' Capital Account balances into the
        same relationship as the Partners' Percentage Interests.

                 (iii)    In the case of all other properties gain, loss,
        depreciation and cost recovery deductions attributable to such property
        shall be allocated among the Partners in accordance with Section 5.1;
        provided, however, that if the sale or disposition of the property is
        in connection with the liquidation of the Partnership, prior to
        allocating gain to the Partners in accordance with their respective
        Percentage Interests, there shall be an allocation of gain to bring (if
        possible) the Partners' Capital Account balances into the same
        relationship as the Partners' Percentage Interests.

        (c)      It is intended that the allocations in Sections 5.2(b)(i) and
(ii) shall effect allocations for federal income tax purposes consistent with
Section 704(c) of the Code and comply with any limitations or restrictions
therein.  The General Partner shall have complete discretion to make the
allocations pursuant to this Section 5.2 and the allocations and adjustments to
Capital Accounts in any manner consistent with Section 704 of the Code.  The
General Partner may amend the provisions of this Agreement as appropriate as a
result of the promulgation of amended or additional final Treasury regulations
under Section 704 of the Code if the General Partner receives an Opinion of
Counsel that such an amendment is advisable to reflect allocations among the
Partners consistent with such regulations.

        (d)      All items of income, gain, loss, deduction, credit and basis
allocation recognized by the Partnership for federal income tax purposes and
allocated to the Partners in accordance with the provisions hereof shall be
determined without regard to any election under Section 754 of the Code which
may be made by the Partnership; provided, however, that such allocations, once
made, shall be adjusted as necessary or appropriate to take into account that
adjustments permitted by Sections 734 and 743 of the Code and, where
appropriate, to provide only Partners recognizing gain on Partnership
distributions governed by Section 734 of the Code with the federal income tax
benefits attributable to the increased basis in Partnership assets resulting
from any election under Section 754 of the Code.

        (e)      Income, deductions, credits and bases of Partnership assets
that are affected by the adjustments resulting from the Section 754 Election
shall be determined and allocated to the Partners in any manner selected by the
General Partner and determined by the General Partner to be expedient and
permissible.





                                      -17-
<PAGE>   24
        (f)      The Partnership shall allocate taxable items attributable to
an LP Unit that is assigned during a year between the assignor and assignee of
such LP Unit in accordance with any permissible method selected by the General
Partner, taking into account both the objective to match income and
distributions and the ease of administration.

        (g)      Notwithstanding any provision of this Section 5.1 to the
contrary, (i) a Limited Partner shall not be allocated items of deduction and
loss to the extent that such allocation would cause such Partner's Hypothetical
Capital Account (as hereinafter defined) to have a deficit balance as of the
end of the applicable period, and (ii) there shall be allocated to a Partner
who unexpectedly receives an adjustment, allocation or distribution described
in U.S.  Treasury regulation section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items
of income and gain in an amount sufficient to eliminate any deficit
Hypothetical Capital Account balance resulting therefrom as quickly as
possible.  For purposes of application of this provision, the Partner's
"Hypothetical Capital Account" balance shall be the Partner's Capital Account
balance reduced by the adjustments, allocations and distributions reasonably
expected to be made to such Partner's Capital Account as of the end of the
subject Partnership taxable year.  For purposes of determining the fair market
value of property distributed to a Partner, the adjusted tax basis of the
property (or, if the property is reflected on the books of the Partnership at a
book value that differs from the adjusted tax basis, the book value of such
property) shall be presumed to be the fair market value of such property, and
adjustments to the adjusted tax basis (or book value) of such property shall be
presumed to be matched by corresponding changes in such property's fair market
value.


                                   ARTICLE VI

                      MANAGEMENT AND OPERATION OF BUSINESS

        6.1.     Management.

        (a)      The General Partner shall conduct, direct and exercise full
control over all activities of the Partnership, subject to such limitations as
are provided herein and in the Plan for Original Properties.  Except as
otherwise expressly provided in this Agreement, all management powers over the
business and affairs of the Partnership shall be exclusively vested in the
General Partner, and no Limited Partner shall have any right of control over
the business and affairs of the Partnership.  In addition to the powers now or
hereafter granted a general partner of a limited partnership under applicable
law or which are granted to the General Partner under any other provision of
this Agreement, the General Partner shall have full power and authority to do
all things deemed necessary or desirable by it to conduct the business of the
Partnership in the name of the Partnership or in the General Partner's own
name, including, without limitation, (i) the making of any expenditures, the
borrowing of money, the guaranteeing of indebtedness and other liabilities, the
issuance of evidences of indebtedness, and the incurring of any obligations it
deems necessary or advisable for the conduct of the activities of the
Partnership; (ii) the acquisition, disposition, mortgage, pledge, encumbrance,
hypothecation or exchange of any or all of the assets of the Partnership; (iii)
the use of the assets of the Partnership (including, without limitation, cash
on hand) for any Partnership purpose on any terms it sees fit, including,
without limitation, the financing of the conduct of the initial operations of
the Partnership, the lending of funds to other Persons, the repayment of
obligations of the Partnership, the conduct of additional Partnership
operations and the purchase of additional properties; (iv) the negotiation and
execution on terms deemed desirable to the Partnership in its sole discretion
and the performance of any contracts, conveyances or other instruments that it
considers useful or necessary to the conduct of the Partnership operations or
the implementation of its powers under this Agreement; (v) the distribution of
Partnership cash; (vi) the selection and dismissal of employees and outside
attorneys, accountants, consultants and contractors and the determination of
their compensation and other terms of employment or hiring; (vii) the
maintenance of such insurance for the benefit of the Partnership as it deems
necessary; (viii) the formation of any further limited or general partnerships,
joint ventures, corporations or other relationships that it deems desirable,
including, without limitation, the formation of Operating Partnerships pursuant
to subsection (c) of this Section 6.1, and the contribution to such
partnerships, ventures or corporations of assets and properties of the
Partnership; (ix) the control of any matters affecting the rights and
obligations of the Partnership, including the conduct of the litigation and the
incurring of legal expenses and the Settlement of claims and litigation; and
(x) the purchase, sale or other acquisition or disposition of LP Units at such
times and on such terms as it deems to be in the best interests of the
Partnership.





                                      -18-
<PAGE>   25
        (b)      Each of the Partners hereby agrees that the General Partner is
authorized to execute, deliver and perform all other agreements, acts,
transactions and matters described in this Agreement and the Information
Statement on behalf of the Partnership without any further act, approval or
vote of the Partners or the Partnership, notwithstanding any other provision of
this Agreement, the Operating Partnership Agreement, the Delaware Act or any
applicable law, rule or regulation.  The participation by the General Partner
in any agreement authorized or permitted under this Agreement shall not
constitute a breach by the General Partner of any duty that the General Partner
may owe the Partnership or the Limited Partners under this Agreement or under
applicable law.

        (c)      In the event the General Partner in its sole discretion
determines such action to be necessary or appropriate, the General Partner may
cause the Partnership to form, or to become a direct or indirect limited or
general partner of or other owner in, one or more Operating Partnerships (and
multiple subsidiary levels of Operating Partnerships) pursuant to and in
conformity with the laws of such jurisdiction or jurisdictions as the General
Partner may determine.  Such an Operating Partnership may conduct any business
the Partnership may conduct under this Agreement to the extent such business
may be conducted under applicable law.  Each such Operating Partnership shall
have conveyed to it such Partnership properties or Other Properties as the
General Partner in its sole discretion deems appropriate.  Each such Operating
Partnership shall be composed of the General Partner or a wholly-owned
subsidiary or an Affiliate of the General Partner as general partner or similar
owner/manager thereof, having a 1% interest in such Operating Partnership, and
the Partnership as the sole direct or indirect limited or general partner or
other similar owner thereof, having a 99% interest in such Operating
Partnership (or such lesser percentage (whether initially or after intervening
transfers) as the General Partner shall determine).  Each such Operating
Partnership shall be formed pursuant to an Operating Partnership Agreement in
substantially the form of this Agreement, provided that such Operating
Partnership Agreement may contain (i) a provision providing for a name of such
Operating Partnership different from the name of the Partnership, (ii) such
provisions as the General Partner determines are reasonable and necessary or
appropriate to comply with the laws of the jurisdiction in which such Operating
Partnership is being formed or to reflect the business of and the manner in
which such Operating Partnership will be or is required to conduct such
business, (iii) such provisions as the General Partner would be permitted to
adopt as amendments to this Agreement in accordance with Section 15.1 (provided
that the General Partner complies with any applicable requirements of such
Section), and (iv) any other provision that the General Partner has determined
is necessary or appropriate and is fair and reasonable to all parties
concerned.  If determined to be necessary or appropriate by the General
Partner, the Partnership may become a limited or general partner, member or
other owner of one or more other Operating Partnerships (and an Operating
Partnership may itself become a limited or general partner, member or other
owner in one or more other Operating Partnerships) whose Operating
Partnership's Agreement is not substantially in the form of this Agreement.
The General Partner is hereby authorized on behalf of the Partnership to
execute each such Operating Partnership Agreement and any other certificates,
instruments and documents necessary to form or to become admitted to membership
as a partner, member or other owner of each such Operating Partnership, and the
Partners hereby approve, ratify and confirm the execution, delivery and
performance of each such Operating Partnership Agreement.

        (d)      The General Partner covenants and agrees to use its best
efforts to cause the Partnership (i) to conduct its operations with respect to
the Original Properties pursuant to and in accordance with the Plan for
Original Properties and (ii) to take action similar to those contemplated by,
and to accomplish the purposes stated in, the Plan for Original Properties with
respect to properties other than the Original Properties.

        6.2.     Certificate of Limited Partnership.  The Certificate of
Limited Partnership of the Partnership has been filed with the Secretary of
State of the State of Delaware as required by the Delaware Act and the General
Partner shall cause to be filed such other certificates or documents
(including, without limitation, copies of this Agreement) as may be determined
by the General Partner to be reasonable and necessary or appropriate for the
formation or qualification and operation of a limited partnership (or a
partnership in which the Limited Partners have limited liability) in the State
of Delaware and in any other state in which the Partnership may elect to do
business.  To the extent that the General Partner in its sole discretion
determines such action to be reasonable and necessary or appropriate, the
General Partner shall file amendments to and/or restatements of the Certificate
of Limited Partnership and do all things to maintain the Partnership as a
limited partnership (or a partnership in which the Limited Partners have
limited liability) under the laws of the State of Delaware and any other state
in which the Partnership may elect to do business.  Subject to applicable law,
the General Partner may in its complete discretion omit from the Certificate of
Limited Partnership and from any other certificates, instruments or documents
filed in any other state in order to qualify the Partnership to do business
therein,





                                      -19-
<PAGE>   26
and from all amendments thereto and restatements thereof, the names and
addresses of the Limited Partners and information relating to the Capital
Contributions and shares of profits and compensation of the Partners, or state
such information in the aggregate rather than with respect to each individual
Partner.  The General Partner shall not be required to deliver or mail a copy
of the Certificate of Limited Partnership or any amendment thereto or
restatement thereof to any Limited Partner.

        6.3.     Reliance by Third Parties.  Notwithstanding any other
provision of this Agreement to the contrary, no lender or purchaser, including
any purchaser of property from the Partnership or any other Person dealing with
the Partnership, shall be required to look to the application of proceeds
hereunder or to verify any representation by the General Partner as to the
extent of the interest in the assets of the Partnership that the General
Partner is entitled to encumber, sell or otherwise use, and any such lender or
purchaser shall be entitled to rely exclusively on the representations of the
General Partner as to its authority to enter into such financing or sale
arrangements and shall be entitled to deal with the General Partner as if it
were the sole party in interest therein, both legally and beneficially.  Each
Limited Partner and Assignee hereby waives any and all defenses or other
remedies that may be available against any such lender, purchaser or other
Person to contest, negate or disaffirm any action of the General Partner in
connection with any such sale or financing.  In no event shall any Person
dealing with the General Partner or the General Partner's representative with
respect to any business or property of the Partnership be obligated to
ascertain that the terms of this Agreement have been complied with, and each
such Person shall be entitled to rely on the assumptions that the Partnership
has been duly formed and is validly in existence.  In no event shall any such
Person be obligated to inquire into the necessity or expedience of any act or
action of the General Partner or the General Partner's representative; and
every contract, agreement, deed, mortgage, security agreement, promissory note
or other instrument or document executed by the General Partner or the General
Partner's representative with respect to any business or property of the
Partnership shall be conclusive evidence in favor of any and every Person
relying thereon or claiming thereunder that (a) at the time of the execution
and/or delivery thereof this Agreement was in full force and effect, (b) such
instrument or document was duly executed in accordance with the terms and
provisions of this Agreement and is binding upon the Partnership, and (c) the
General Partner or the General Partner's representative was duly authorized and
empowered to execute and deliver any and every such instrument or document for
and on behalf of the Partnership.

        6.4.     Purchase or Sale of LP Units.

        (a)      The General Partner may cause the Partnership to purchase or
otherwise acquire (or may purchase or otherwise acquire on behalf of the
Partnership) LP Units.  As long as such LP Units are held by the Partnership,
such LP Units shall not be considered Outstanding for any purpose.  Subject to
Section 4.4, a General Partner or any Affiliate thereof may also purchase or
otherwise acquire and sell or otherwise dispose of LP Units for its own
account.

        (b)      At any time and from time to time, the General Partner
(including the General Partner in its capacity as a Departing Partner pursuant
to Section 13.2(b)) or any Affiliates thereof shall have the right to cause the
Partnership, on the request of such Person, to file with the Securities and
Exchange Commission as promptly as practicable after receiving such request,
and to use all reasonable efforts to cause to become effective, a registration
statement under the Securities Act registering all or a portion of the LP Units
then owned by such Person and included in such request for offer and sale.  In
connection with any registration pursuant to the preceding sentence, the
Partnership shall promptly prepare and file such documents as may be necessary
to register or qualify the LP Units subject to such registration under the
securities laws of such states as such Person shall reasonably request and do
any and all other acts and things which may reasonably be necessary or
advisable to enable such Person to consummate a public sale of such LP Units in
such states.  Registrations effected under this Section 6.4(b) shall be
effected at the expense of the Person requesting the filing of such
registration statement and making such offer and sale.  Any registration
statement filed pursuant hereto shall be continued in effect for a period of
not more than six months following its effective date.  If offered in an
underwriting, the Partnership will provide indemnification to the underwriters
in form and substance reasonably satisfactory to such underwriters.







                                      -20-
<PAGE>   27
        6.5.     Compensation and Reimbursement of General Partner.

        (a)      Except as provided in this Section 6.5 and elsewhere in this
Agreement or in the Operating Partnership Agreement and any other agreement
contemplated herein or therein, the General Partner shall not be compensated
for its services rendered to the Partnership as a General Partner.

        (b)      The General Partner shall be reimbursed for all expenses,
disbursements and advances incurred or made in connection with the organization
of the Partnership and each Operating Partnership, the qualification of the
Partnership, each Operating Partnership and the General Partner to do business,
the consummation of the transactions contemplated by the Conveyance, the sale
of the Warrants pursuant to Section 4.3, the issuance of Class B Units pursuant
to Section 4.3 and any subsequent offerings of Units or other securities by the
Partnership.

        (c)      The General Partner shall be entitled to reimbursement as a
result of indemnification pursuant to Section 6.9.

        (d)      The General Partner in its sole discretion and without
approval of the Limited Partners may propose and adopt fringe benefit plans,
including plans involving the issuance of LP Units, for the benefit of
employees of the General Partner or any Affiliate in respect of services
performed, directly or indirectly, for the benefit of the Partnership or an
Operating Partnership.

        6.6.     Outside Activities.  Except as otherwise provided in the
immediately following sentence, the General Partner, any Affiliate of the
General Partner and any director, officer, partner or employee of the General
Partner or any Affiliate 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 and may engage in any businesses and activities,
including business interests and activities in direct competition with the
Partnership and an Operating Partnership, for their own accounts and for the
accounts of others, and may own interests in the same properties as those in
which the Partnership or an Operating Partnership owns an interest, without
having or incurring any obligation to offer any interest in such properties,
businesses or activities to the Partnership, an Operating Partnership or any
Partner or Assignee, and no other provision of this Agreement shall be deemed
to prohibit the General Partner or any such Person from conducting such other
businesses and activities.

        Notwithstanding the foregoing or anything else in this Agreement to the
contrary, however, neither the General Partner nor its sole stockholder,
Holding, shall be permitted to own any interest or take any of the actions
described in the immediately preceding paragraph until such time as both Payout
and the repayment by Holding of the $7,700,000 loan made to it by Centex have
occurred.  To the extent that the General Partner engages in any permitted
businesses or activities for its own account, it will take reasonable steps to
maintain current records sufficient to identify such activities as separate
from those of the Partnership.  Neither the Partnership, an Operating
Partnership nor any of the Partners or Assignees shall have any rights by
virtue of this Agreement or the partnership relationship created hereby in any
business ventures of the General Partner any Affiliate of the General Partner
or any director, officer, partner or employee of the General Partner or an
Affiliate of the General Partner.  The General Partner and any other Persons
affiliated with the General Partner may acquire LP Units in addition to those
acquired or which may be acquired pursuant to Sections 4.2 and 4.3,
respectively, and shall be entitled to exercise all rights of an Assignee or
Limited Partner, as applicable, relating to such LP Units.

        6.7.     Partnership Funds.  The funds of the Partnership shall be
deposited in such account or accounts as are designated by the General Partner.
The General Partner may, in its sole discretion, deposit funds of the
Partnership in a central disbursing account maintained by or in the name of the
General Partner or the Operating Partnership in which funds of the Operating
Partnership and other Persons are also deposited, provided that at all times
books of account are maintained which show the amount of funds of the
Partnership on deposit in such account and interest accrued with respect to
such funds as credited to the Partnership.  The General Partner may use the
funds of the Partnership as compensating balances for its benefit, provided
that such funds do not directly or indirectly secure, and are not otherwise at
risk on account of, any indebtedness or other obligation of the General Partner
or any director, officer, partner, employee or Affiliate thereof.  Nothing in
this Section 6.7 shall be deemed to prohibit or limit in any manner the right
of the Partnership to lend funds to the General Partner or any Affiliate
thereof pursuant to Section 6.8(b).  All withdrawals from or charges against
such accounts shall be made by the General Partner, or by its officers or
agents.





                                      -21-
<PAGE>   28
Funds of the Partnership may be invested as determined by the General Partner,
except in connection with acts otherwise prohibited by this Agreement.

        6.8.     Loans to or from the General Partner; Contracts with
Affiliates; Joint Ventures.

        (a)      The General Partner or any Affiliate may lend to the
Partnership funds needed by the Partnership for such periods of time as the
General Partner may determine; provided, however, that the General Partner or
Affiliate may not charge the Partnership interest at a rate greater than the
rate (including points or other financing charges or fees) that would be
charged the Partnership (without reference to the General Partner's financial
abilities or guaranties) by unrelated lenders on comparable loans.  The
Partnership shall reimburse the General Partner or its Affiliate, as the case
may be, for any costs incurred by it in connection with the borrowing of funds
obtained by the General Partner or Affiliate and loaned to the Partnership.

        (b)      The Partnership may lend funds to the General Partner or any
Affiliate thereof; provided, however, that the Partnership shall not charge
interest at a rate less than the rate (including points or other financing
charges or fees) that would be charged the General Partner or such Affiliate
(without reference to third parties' financial abilities or guaranties) by
unrelated lenders on comparable loans.  The Partnership may also lend or
contribute funds to an Operating Partnership on terms and conditions
established in the sole discretion of the General Partner, provided that such
loans or contributions are made in connection with the conduct of the business
of the Partnership.  The foregoing authority shall not create any right or
benefit in favor of an Operating Partnership or any other Person.

        (c)      Notwithstanding the provisions of Section 6.8(a), assumption
of certain indebtedness and liabilities and related obligations by the
Partnership pursuant to the Conveyance is hereby ratified by all Partners.

        (d)      The General Partner may itself, or may enter into an agreement
with an Affiliate to, render services for the Partnership.  Any service
rendered to the Partnership by the General Partner or any Affiliate thereof
shall be on terms that are fair and reasonable to the Partnership.  The
provisions of Section 6.5 shall apply to the rendering of services described in
this Section 6.8(d).  Notwithstanding the provisions of this Section 6.8(d) or
anything else herein to the contrary, the terms and provisions of the
Management Agreement are hereby ratified by all Partners.

        (e)      The Partnership may transfer properties or other assets to
joint ventures, other partnerships, limited liability companies or other
entities in which it is or thereby becomes a participant (including, without
limitation, an Operating Partnership and as a partner of an Operating
Partnership) upon terms and subject to such conditions consistent with
applicable law as the General Partner deems appropriate.

        (f)      Neither the General Partner nor any Affiliate thereof shall
sell, transfer or convey any property to, or purchase any property from, the
Partnership, directly or indirectly, except pursuant to transactions that are
fair and reasonable to the Partnership; provided that the conditions of this
Section 6.8(f) expressly shall not be applicable to the transaction effected
pursuant to Section 4.2(a).

        6.9.     Indemnification.  To the fullest extent permitted by law, the
Partnership shall indemnify and hold harmless the General Partner and its
directors, officers, employees and agents, and any Person who is or was serving
at the request of the Partnership acting through the General Partner as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (individually, an
"Indemnitee"), as follows:

        (a)      In any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
an Indemnitee was or is a party or is threatened to be made a party by reason
of the fact that such Indemnitee is or was the General Partner or a director,
officer, employee or agent of the General Partner or a Person serving at the
request of the Partnership in another entity in a similar capacity, involving
an alleged cause of action arising from the activities of the General Partner
under this Agreement or from the management of the affairs of the Partnership,
or which relates to the Partnership, its property, business or affairs, the
Partnership shall indemnify such Indemnitee against expenses, including
attorneys' fees, judgments, fines, and amounts paid in settlement, actually and
reasonably incurred by such Indemnitee in connection with the defense and/or
settlement of such action, suit





                                      -22-
<PAGE>   29
or proceeding, if such Indemnitee acted in good faith and in a manner
reasonably believed by such Indemnitee to be in, or not opposed to, the best
interests of the Partnership, and provided that the Indemnitee's conduct does
not constitute gross negligence or willful or wanton misconduct (however, such
conduct could constitute ordinary negligence) and, with respect to any criminal
action or proceeding, the Indemnitee did not have reasonable cause to believe
that his conduct was unlawful.  The termination of a proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a presumption that an Indemnitee did
not act in good faith and in a manner reasonably believed by such Indemnitee to
be in, or not opposed to, the best interests of the Partnership, and that, with
respect to any criminal action or proceeding, such Indemnitee had reasonable
cause to believe that his conduct was unlawful.

        (b)      Expenses (including legal fees and expenses) incurred in
defending any proceeding subject to subsection (a) of this Section 6.9 shall be
paid by the Partnership in advance of the final disposition of such proceeding
upon receipt of an undertaking (which need not be secured) by or on behalf of
the Indemnitee to repay such amount if it shall ultimately be determined, by a
court of competent jurisdiction or otherwise, that the Indemnitee is not
entitled to be indemnified by the Partnership as authorized hereunder.

        (c)      Any indemnification hereunder shall be made only out of the
assets of the Partnership.

        (d)      The indemnification provided by this Section 6.9 shall be in
addition to any other rights to which each Indemnitee may be entitled under any
agreement or vote of the Partners, as a matter of law or otherwise, both as to
action in the Indemnitee's capacity as the General Partner or a director,
officer, employee or agent of the General Partner or as a Person serving at the
request of the Partnership as set forth above and to action in another capacity
(including, without limitation, any capacity under the Conveyance and the
Management Agreement), and shall continue as to an Indemnitee who has ceased to
serve in such capacity and shall inure to the benefit of the heirs, successors,
assigns, administrators and personal representatives of the Indemnitee.

        (e)      The Partnership may purchase and maintain insurance on behalf
of any one or more Indemnitees and other such Persons as the General Partner
shall determine against any liability which may be asserted against or expense
which may be incurred by such Person in connection with the Partnership's
activities, whether or not the Partnership would have the power to indemnify
such Person against such liability under the provisions of this Agreement.

        (f)      In no event may an Indemnitee subject the Limited Partners to
personal liability by reason of these indemnification provisions.

        (g)      An Indemnitee shall not be denied indemnification in whole or
in part under this Section 6.9 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the
transaction was otherwise permitted by the terms of this Agreement.

        (h)      The provisions of this Section 6.9 are for the benefit of the
Indemnitees and the heirs, successors, assigns, administrators and personal
representatives of the Indemnitees and shall not be deemed to create any rights
for the benefit of any other Persons.

        6.10.    Liability of General Partner.

        (a)      Neither the General Partner nor its partners or stockholders,
directors, officers, employees or agents shall be liable to any of them or to
Persons who have acquired interests in the LP Units, whether as Limited
Partners, Assignees or otherwise, for errors in judgment or for any acts or
omissions that do not constitute gross negligence or willful or wanton
misconduct.

        (b)      The General Partner may exercise any of the powers granted to
it by this Agreement and perform any of the duties imposed upon it hereunder
either directly or by or through its agents, and the General Partner shall not
be responsible for any misconduct or negligence on the part of any such agent
appointed by the General Partner with due care.





                                      -23-
<PAGE>   30
        6.11.    Resolution of Conflicts of Interest.

        (a)      Unless otherwise expressly provided in this Agreement, the
Operating Partnership Agreement or any other agreement contemplated herein or
therein, (i) whenever a conflict of interest exists or arises between the
General Partner or any of its Affiliates, on the one hand, and the Partnership,
an Operating Partnership, any Limited Partner or any Assignee, on the other
hand, or (ii) whenever this Agreement, an Operating Partnership Agreement or
any other agreement contemplated herein or therein provides that the General
Partner shall act in a manner which is, or provide terms which are, fair and/or
reasonable to the Partnership, an Operating Partnership, any Limited Partner or
any Assignee, the General Partner shall resolve such conflict of interest, take
such action or provide such terms considering, in each case, the relative
interests of each party to such conflict, agreement, transaction or situation
and the benefits and burdens relating to such interests, any customary or
accepted industry practices, and any applicable generally accepted accounting
principles.  In the absence of bad faith by the General Partner, the
resolution, action or terms so made, taken or provided by the General Partner
shall not constitute a breach of this Agreement, an Operating Partnership
Agreement or any other agreement contemplated herein or therein or a breach of
any standard of care or duty imposed herein or therein or under the Delaware
Act or any other applicable law, rule or regulation.  Unless otherwise
expressly provided in this Agreement, an Operating Partnership Agreement or any
other agreement contemplated herein or therein, any provision contained herein
or therein shall control to the fullest extent possible if it is in conflict
with such standard of care or duty, the Delaware Act or any other applicable
law, rule or regulation; and each Limited Partner and Assignee hereby waives
such standard of care or duty and the Delaware Act and such applicable law,
rule or regulation and agrees that the same shall be modified and/or waived to
the extent necessary to permit the General Partner to act as described above
and to give effect to the foregoing provisions of this Section 6.11(a).

        (b)      Whenever in this Agreement, the Operating Partnership
Agreement or any other agreement contemplated herein or therein, the General
Partner is permitted or required to make a decision (i) in its "sole
discretion" or "discretion", with "complete discretion", or under a grant of
similar authority or latitude, the General Partner shall be entitled to
consider only such interests and factors as it desires and shall have no duty
or obligation to give any consideration to any interests of or factors
affecting the Partnership, an Operating Partnership, the Limited Partners or
the Assignees, or (ii) in its "good faith" or under another express standard,
the General Partner shall act under such express standard and shall not be
subject to any other or different standards imposed by this Agreement, an
Operating Partnership Agreement or any other agreement contemplated herein or
therein or under the Delaware Act or any other applicable law, rule or
regulation.  Each Limited Partner and Assignee hereby consents and agrees that
the General Partner may so act, waives any standard of care or duty imposed in
this Agreement, an Operating Partnership Agreement or any other agreement
contemplated herein or therein or under the Delaware Act or any other
applicable law, rule or regulation, waives the rights and protection provided
and afforded thereby, and agrees that the same shall be modified and/or waived
to the extent necessary to permit the General Partner to act as described above
and to give effect to the foregoing provisions of this Section 6.11(b).

        (c)      The Limited Partners hereby authorize the General Partner, on
behalf of the Partnership as the limited partner of an Operating Partnership,
to consent to similar actions by the general partner of such Operating
Partnership, to waive the standard of care and duty imposed on the general
partner of such Operating Partnership by an Operating Partnership Agreement or
the Delaware Act or any other applicable law, rule or regulation, and to agree
that the same shall be modified and/or waived to the extent necessary to permit
the general partner of an Operating Partnership so to act.

        6.12.    Other Matters Concerning General Partner.

        (a)      The General Partner may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture,
or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties.

        (b)      The General Partner may consult with legal counsel,
accountants, appraisers, management consultants, investment bankers and other
consultants and advisers selected by it and any opinion of any such Person as
to matters which the General Partner believes to be within such Person's
professional or expert competence shall be full and





                                      -24-
<PAGE>   31
complete authorization and protection in respect of any action taken or
suffered or omitted by the General Partner hereunder in good faith and in
accordance with such opinion.

        (c)      The General Partner agrees to use its best efforts to maintain
a net worth in an amount which, upon advice from time to time of its counsel,
is necessary in order for the Partnership to be classified and treated as a
partnership (and not an association) for federal income tax purposes.

        (d)      If the General Partner determines, by reason of revisions to
the federal income tax laws or for such other considerations as it deems
proper, that it would be in the best interest of the Partnership and the
Limited Partners for the Partnership to conduct its activities in the form of a
corporation, the General Partner shall have the authority to cause the
Partnership to convert from its present limited partnership form into a
corporation and to take all actions necessary and appropriate to effectuate
such action.  In connection therewith, the General Partner shall cause any such
newly-formed corporation to authorize such classes of stock and to take such
other action as is reasonable and necessary in order for the holders of such
stock, to the fullest extent possible, to enjoy the same rights with respect to
distributions and to voting as they would have had hereunder as holders of
Class A Units, Class C Units and Class B Units.  Notwithstanding the foregoing,
however, the General Partner shall not take any of the above- described actions
prior to Payout without having first received the consent of a Majority
Interest of Class A Units and Class C Units (considered as a single class) and
a Majority Interest of Class B Units (if Outstanding).

        6.13.    Trademark of Centex.  The logotype set forth in Exhibit B
attached hereto is a registered trademark and the exclusive property of Centex.
The Partnership and the General Partner are hereby granted a non-exclusive,
non- transferable right and license to use such trademark in connection with
the business of the Partnership; provided, however, that none of the Limited
Partners shall, by such grant, have any right to use such trademark; provided,
further, that such right and license shall expire on termination of the Nominee
Agreement with respect to any or all of the Stockholder Warrants.  Centex shall
have all right to control all use made of the trademark by the Partnership and
the General Partner, and the Partnership and the General Partner agree to
submit samples of all proposed uses of the trademark for written approval
thereof by Centex.  Any and all uses of the trademark by the Partnership and
the General Partner shall inure to the benefit of Centex.  Centex shall be
deemed to be a third-party beneficiary with respect to the provisions of this
Section 6.13.


                                  ARTICLE VII

                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

        7.1.     Limitation of Liability.  The Limited Partners shall have no
liability under this Agreement except as provided in this Agreement or in the
Delaware Act.

        7.2.     Management of Business.  No Limited Partner (other than the
General Partner or its directors, officers, employees or agents in their
capacities as such) shall take part in the control (within the meaning of the
Delaware Act) of the Partnership's business, transact any business in the
Partnership's name or have the power to sign documents for or otherwise bind
the Partnership.  The transaction of any such business by the General Partner
or a director, officer, employee or agent of the General Partner in his
capacity as such shall not affect, impair or eliminate the limitations on the
liability of any Limited Partner under this Agreement.

        7.3.     Outside Activities.  A Limited 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 in direct competition with the Partnership nor the Operating
Partnership.  Neither the Partnership no any of the other Partners or Assignees
shall have any rights by virtue of this Agreement in any business ventures of
any Limited Partner.

        7.4.     Return of Capital.  No Limited Partner shall be entitled to
the withdrawal or return of his Capital Contribution, except to the extent, if
any, that distributions made pursuant to this Agreement or upon termination of
the Partnership may be considered as such by law and then only to the extent
provided for in this Agreement.  Subject to any preferences or special rights
that any class or series of LP Units issued pursuant to Section 4.2 or
hereafter issued





                                      -25-
<PAGE>   32
hereunder may have with respect to such matters, no Limited Partner shall have
priority over any other Limited Partner either as to the return of Capital
Contributions or as to profits, losses or distributions.  To the extent
required by the laws of any jurisdiction to which the Partnership or this
Agreement is subject, the Limited Partners unanimously consent to the return of
Capital Contributions which might be considered to occur by reason of the
purchase by the Partnership of LP Units pursuant to Section 6.4(a).

        7.5.     Rights of Limited Partners Relating to the Partnership.

        (a)      In addition to other rights provided by this Agreement or by
applicable law, and except as limited by subsection (b) of this Section 7.5,
each Limited Partner shall have the right for a proper purpose reasonably
related to such Limited Partner's interest in the Partnership, upon two days
written demand and under oath directed to the Partnership at the principal
office thereof set forth in Section 1.3 stating the purpose therefor, and at
such Limited Partner's own expense, to inspect and copy during the regular
business hours of the Partnership at its principal place of business such books
and records of the Partnership as are just and reasonable.  To the extent the
Delaware Act provides any greater or different rights to limited partners of a
limited partnership organized under Delaware law with respect to access to the
books and records of or information or documents relating to the Partnership,
each Limited Partner hereby waives such rights under the Delaware Act.

        (b)      Notwithstanding the other provisions hereof, the General
Partner may keep confidential from the Limited Partners for such period of time
as the General Partner deems reasonable any information which the General
Partner reasonably believes to be in the nature of trade secrets or other
information the disclosure of which the General Partner in good faith believes
could damage the Partnership or its business or which the Partnership is
required by agreements with third parties to keep confidential.


                                  ARTICLE VIII

                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

        8.l.     Records and Accounting.  The General Partner shall keep or
cause to be kept appropriate books and records with respect to the
Partnership's business, which shall at all times be kept at the principal
office of the Partnership.  Any books and records maintained by the Partnership
in the regular course of its business, including books of account and records
of Partnership proceedings, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, micrographics or any other information storage
device, provided that the books and records so kept are convertible into
clearly legible written form within a reasonable period of time.  The books of
the Partnership shall be maintained for financial reporting purposes on the
accrual basis or on a cash basis adjusted periodically to an accrual basis, as
the General Partner shall determine in its sole discretion, in accordance with
generally accepted accounting principles.

        8.2.     Fiscal Year.  The fiscal year of the Partnership shall be as
determined by the General Partner in its sole discretion.

        8.3.     Reports.

        (a)      As soon as practicable, but in no event later than ninety days
after the close of each fiscal year, the General Partner shall cause to be
mailed to each Record Holder of an LP Unit as of the last day of that fiscal
year reports containing financial statements of the Partnership for the fiscal
year, presented in accordance with generally accepted accounting principles,
including a balance sheet, a statement of income, a statement of Partners'
equity and a statement of changes in financial position, such statements to be
audited by a firm of independent public accountants selected by the General
Partner.

        (b)      As soon as practicable, but in no event later than sixty days
after the close of each calendar quarter, except the last calendar quarter of
each fiscal year, the General Partner shall cause to be mailed to each Record
Holder





                                      -26-
<PAGE>   33
of an LP Unit as of the last day of that calendar quarter a report containing
such financial information for that calendar quarter as the General Partner
deems appropriate.

        8.4.     Other Information.  The General Partner may release such
information concerning the operations of the Partnership to such sources as is
customary in the industry or required by law or regulation of any regulatory
body.

                                   ARTICLE IX

                                  TAX MATTERS

        9.1.     Preparation of Tax Returns.  The General Partner shall arrange
for the preparation and timely filing of all returns of Partnership income,
gains, deductions, losses and other items necessary for federal, state and
local income tax purposes and shall use all reasonable efforts to furnish to
Partners within ninety days of the close of the taxable year the tax
information reasonably required for federal and state income tax reporting
purposes.  A copy of the Partnership's federal income tax return will be
furnished to any Partner or Assignee upon request and at the expense of such
Partner or Assignee.  The classification, realization and recognition of
income, gains, losses and deductions and other items shall be on the cash or
accrual method of accounting for federal income tax purposes, as the General
Partner shall determine in its sole discretion.  The taxable year of the
Partnership shall be the calendar year, unless the General Partner shall
determine otherwise in its sole discretion.  The General Partner in its sole
discretion may pay state and local income taxes attributable to operations of
the Partnership and treat such taxes as an expense of the Partnership.

        9.2.     Tax Elections.  Except as otherwise provided herein, the
General Partner shall, in its sole discretion, determine whether to make any
available election (including the elections provided for in Sections 48(q)(4)
and 168 of the Code).  The General Partner shall make the election under
Section 754 of the Code in accordance with applicable regulations thereunder to
cause the basis of Partnership property to be adjusted for federal income tax
purposes as provided by Sections 734 and 743 of the Code, subject to the
reservation of the right to seek to revoke any such election upon the General
Partner's determination that such revocation is in the best interests of the
Limited Partners, provided that the General Partner shall not seek to revoke
any such election unless it receives an Opinion of Counsel that such revocation
would not result in the loss of limited liability of the limited partner in the
Operating Partnership or of the Limited Partners in the Partnership or cause
the Partnership to be treated as an association taxable as a corporation for
federal income tax purposes.

        9.3.     Tax Controversies.  Subject to the provisions hereof, the
General Partner is designated the Tax Matters Partner (as defined in Section
6231 of the Code), and is authorized and required to represent the Partnership
(at the Partnership's expense) in connection with all examinations of the
Partnership's affairs by tax authorities, including resulting administrative
and judicial proceedings, and to expend Partnership funds for professional
services and costs associated therewith.  Each Partner and Assignee agrees to
cooperate with the General Partner and to do or refrain from doing any or all
things reasonably required by the General Partner to conduct such proceedings.

        9.4.     Organizational Expenses.  The Partnership shall elect to
deduct expenses incurred in organizing the Partnership ratably over a
sixty-month period as provided in Section 709 of the Code.

        9.5.     Taxation as a Partnership.  No election shall be made by the
Partnership or any Partner or Assignee for the Partnership to be excluded from
the application of any of the provisions of Subchapter K, Chapter 1 of Subtitle
A of the Code or from any similar provisions of any state tax laws.

        9.6.     Opinions Regarding Taxation as a Partnership.  Notwithstanding
any other provision of this Agreement, the requirement, as a condition to any
action proposed to be taken under this Agreement, that the Partnership be
furnished an Opinion of Counsel to the effect that the proposed transaction
would not result in the Partnership being treated as an association taxable as
a corporation for federal income tax purposes shall not be applicable if the
Partnership is at such time treated in all material respects as an association
taxable as a corporation for federal income tax purposes.





                                      -27-
<PAGE>   34
                                   ARTICLE X

                            ISSUANCE OF CERTIFICATES

        10.1.    Issuance of Certificates.  Upon the issuance of LP Units, the
General Partner shall cause the Partnership to issue one or more Certificates
in the name of each Limited Partner certifying that the Limited Partner named
therein is a Limited Partner in the Partnership, stating the number of LP Units
into which his Partnership Interest is divided, and including as a part thereof
a form of assignment sufficient, subject to Article XI, to convey the
partnership interest of a limited partner to an assignee under the Delaware
Act.  Upon the transfer of an LP Unit in accordance with the terms of this
Agreement, the General Partner shall cause the Partnership to issue a
replacement Certificate, according to such procedures as the General Partner
may establish.

        10.2.    Lost, Stolen or Destroyed Certificates.  The Partnership shall
issue a new Certificate in place of any Certificate previously issued if the
registered owner of the Certificate:

        (a)      makes proof by affidavit, in form and substance satisfactory
to the General Partner, that a previously issued Certificate has been lost,
destroyed or stolen; and

        (b)      requests the issuance of a new Certificate before the
Partnership has notice that the Certificate has been acquired by a purchaser
for value in good faith and without notice of an adverse claim; and

        (c)      if requested by the General Partner, delivers to the
Partnership a bond, in form and substance satisfactory to the General Partner,
with such surety or sureties and with such fixed or open penalty as the General
Partner may in its sole discretion direct, to indemnify the Partnership and the
Transfer Agent against any claim that may be made on account of the alleged
loss, destruction or theft of the Certificate; and

        (d)      satisfies any other reasonable requirements imposed by the
General Partner.

        If a Limited Partner fails to notify the Partnership within a
reasonable time after he has notice of the loss, destruction or theft of a
Certificate, and a transfer of the LP Units represented by the Certificate is
registered before receiving such notification, the Limited Partner shall be
precluded from making any claim against the Partnership or the Transfer Agent
for such transfer or for a new Certificate.

        10.3.    Registered Owner.  The Partnership shall be entitled to treat
the Record Holder as the Limited Partner or Assignee in fact of any LP Units
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such LP Units on the part of any other Person, whether or not
the Partnership shall have actual or other notice thereof, except as otherwise
provided by law or any applicable rule, regulation, guideline or requirement of
any stock exchange on which the LP Units or any of them are listed or admitted
to trading.  Without limiting the foregoing, when a Person (such as a broker,
dealer, bank, trust company or clearing corporation, or an agent of any of the
foregoing) is acting as a nominee, agent or in some other representative
capacity for another Person in acquiring and/or holding LP Units, as between
the Partnership on the one hand and such Persons on the other hand, such
representative Person (a) shall be the Limited Partner or Assignee (as the case
may be) of record and beneficially, (b) must execute and deliver a Transfer
Application and (c) will be bound by the Partnership Agreement and will have
the obligations of a Limited Partner or Assignee (as the case may be) hereunder
and as provided for herein.

                                   ARTICLE XI

                             TRANSFER OF INTERESTS

        11.1.    Transfer.

        (a)      The term "transfer", when used in this Article XI with respect
to a Partnership Interest, includes a sale, assignment, gift, pledge,
encumbrance, hypothecation, mortgage, exchange or any other disposition.





                                      -28-
<PAGE>   35
        (b)      No Partnership Interest shall be transferred, in whole or in
part, except in accordance with the terms and conditions set forth in this
Article XI.  Any transfer or purported transfer of any Partnership Interest not
made in accordance with this Article XI shall be null and void.

        11.2.    Transfer of Interests of General Partner.

        (a)      The General Partner may not transfer all or any part of its
Partnership Interest unless (i) a Majority Interest consents to such transfer
and (ii) the Partnership receives an Opinion of Counsel that such transfer
would not result in the loss of limited liability of any Limited Partner or of
the limited partner in an Operating Partnership or cause the Partnership or an
Operating Partnership to be treated as an association taxable as a corporation
for federal income tax purposes.  Except as provided in Section 11.2(b), any
transfer by the General Partner of all of its Partnership Interest shall
constitute a withdrawal for purposes of, and shall be effected by the General
Partner only in compliance with, Section 13.1(a).

        (b)      Neither subsection (a) of this Section 11.2 nor any other
provision of this Agreement shall be construed to prevent (and, to the extent
required by this Agreement, all Partners hereby expressly consent to) (i) the
transfer by the General Partner of all of its Partnership Interest to an
Affiliate, (ii) any deemed transfer that may occur upon the bankruptcy (as
defined in Section 14.1) of the General Partner if a Majority Interest ratifies
the continuation of the General Partner in such capacity pursuant to Section
14.2(a), or (iii) the transfer by the General Partner of all of its Partnership
Interest upon its merger or consolidation with or into any other corporation or
the transfer by it of all or substantially all of its assets to another
corporation, and the assumption of the rights and duties of the General Partner
by such Affiliate or the transferee corporation, provided such Affiliate or
such corporation furnishes to the Partnership an Opinion of Counsel that such
transfer, merger or consolidation and assumption will not result in a loss of
limited liability of any Limited Partner or of the limited partner in the
Operating Partnership or result in the Partnership or the Operating Partnership
being treated as an association taxable as a corporation for federal income tax
purposes.  No such transfer shall constitute a withdrawal of the General
Partner for purposes of Sections 13.1(a), 13.2 or 14.1(b).

        11.3.    Transfer of LP Units.

        (a)      Any LP Units, including LP Units held by the General Partner,
may be transferred by the Record holder thereof.  No transfer of LP Units will
be recorded by the Transfer Agent or recognized by the Partnership unless and
until the transferee has delivered a properly executed Transfer Application to
the Transfer Agent.

        (b)      A transferee who has completed and delivered a Transfer
Application shall be deemed (i) to have requested admission as a Substituted
Limited Partner, (ii) to have agreed to comply with and be bound by this
Agreement, (iii) to have represented and warranted that such transferee has
authority to enter into this Agreement, (iv) to have appointed the General
Partner attorney-in-fact to execute any document that the General Partner may
deem necessary or appropriate to be executed in connection with such transfer
and his admission as a Substituted Limited Partner pursuant to Article XII and
to evidence his agreement to be bound by this Agreement, (v) to have made the
power of attorney set forth in Section 1.4 and (vi) to have made the consents
and waivers contained herein.  Until admitted as a Substituted Limited Partner
pursuant to Article XII, the Record Holder of LP Units shall be an Assignee in
respect of such LP Units, with the rights granted to an Assignee pursuant to
this Agreement.

        (c)      Each distribution in respect of LP Units shall be paid by the
Partnership, directly or through any other Person or agent, only to the Record
Holders as of the Record Date set for the distribution.  Such payment shall
constitute full payment and satisfaction of the Partnership's liability in
respect of such payment, regardless of any claim of any Person who may have an
interest in such payment by reason of an assignment or otherwise.





                                      -29-
<PAGE>   36
                                  ARTICLE XII

                    ADMISSION OF SUBSTITUTED AND ADDITIONAL
                LIMITED PARTNERS AND SUCCESSOR GENERAL PARTNERS

        12.1.    Admission of Substituted Limited Partners.

        (a)      A Limited Partner or Assignee shall have the power to give the
transferee of such Person's LP Units the right to seek admission as a
Substituted Limited Partner subject to the conditions of and in the manner
permitted under this Agreement.  Such transferee shall become a Substituted
Limited Partner at such time as the General Partner consents thereto, which
consent may be given or withheld in the General Partner's sole discretion.  If
such consent is withheld, such transferee shall be an Assignee, with the rights
granted to an Assignee pursuant to this Agreement.  Unless withheld, the
General Partner shall be deemed to have given its consent to the admission of a
transferee as a Substituted Limited Partner, and such admission shall be
effective, as of the first day of the month following the month during which
such transferee delivered an executed Transfer Application to the Transfer
Agent.

        (b)      The admission of an Assignee as a Substituted Limited Partner
shall be effected without the consent of any of the Partners other than the
General Partner.

        12.2.    Admission of Additional Limited Partners.  A Person (other
than the Existing Limited Partners or the General Partner making a Capital
Contribution pursuant to Section 4.1) who makes a Capital Contribution to the
Partnership shall be admitted to the Partnership as an Additional Limited
Partner upon furnishing to the General Partner (a) acceptance, in form
satisfactory to the General Partner, of all the terms and conditions of this
Agreement, including, without limitation, the power of attorney granted in
Section 1.4, and (b) such other documents or instruments as may be required in
order to effect his admission as a Limited Partner, and such admission shall
become effective on the date that such conditions have been satisfied, the
General Partner issues to such Additional Limited Partner a Certificate
evidencing ownership of his LP Units and such Additional Limited Partner is
reflected as a Limited Partner on the books and records of the Partnership.

        12.3.    Admission of Successor General Partner.  A successor General
Partner selected pursuant to Section 13.1 or the transferee of or successor to
all of the Partnership Interest of the General Partner pursuant to Section
11.2(a) or (b) shall be admitted to the Partnership as the General Partner,
effective as of the date of the withdrawal or removal of the predecessor
General Partner or the date of such transfer of such predecessor's Partnership
Interest.  To the extent required by the laws of any jurisdiction to which the
Partnership or this Agreement is subject, the Partners unanimously consent to
the admission of such successor General Partner pursuant to this Section 12.3
or Sections 13.1 or 11.2(a) or (b).

        12.4.    Amendment of Agreement and of Certificate of Limited
Partnership.  In connection with the admission to the Partnership of any
successor General Partner or any Limited Partner, the General Partner shall
take all steps necessary and appropriate to prepare and record or file any
amendment or restatement of this Agreement or the Certificate of Limited
Partnership that may be required with respect to such admission, and may for
this purpose exercise the power of attorney granted pursuant to Section 1.4.


                                  ARTICLE XIII

                  WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER

        13.1.    Withdrawal or Removal of General Partner.

        (a)      The General Partner may withdraw from the Partnership
effective on at least ninety days written notice to the Limited Partners, such
withdrawal to take effect on the date specified in such notice.  Except as
provided in Section 11.2(b), any transfer by the General Partner of all of its
Partnership Interest pursuant to Section 11.2(a) shall constitute the
withdrawal of the General Partner for purposes of this Section 13.1(a).  The
withdrawal of the General Partner shall





                                      -30-
<PAGE>   37
also constitute the withdrawal of the general partner of the Operating
Partnership.  If the General Partner gives notice of withdrawal, a Majority
Interest may, prior to or within ninety days after the effective date of such
withdrawal, elect a successor General Partner effective as of the date of such
withdrawal.  The Person elected as successor General Partner shall
automatically become the successor general partner of the Operating Partnership
effective as of the same date (unless an Affiliate of such General Partner
shall become the successor General Partner of the Operating Partnership).  If
no successor General Partner is elected, the Partnership shall be dissolved
pursuant to Section 14.1.

        (b)      The General Partner may be removed only upon the affirmative
votes of owners of at least 80% of the Voting Percentage Interests of the
Limited Partners.  Such removal shall be effective upon the admission of the
successor General Partner pursuant to Article XII.  The removal of the General
Partner shall also constitute the removal of the general partner of the
Operating Partnership.  Any such action by the Limited Partners for removal of
the General Partner must also provide for the election of a new General
Partner.  The Person elected as successor General Partner shall automatically
become the successor general partner of the Operating Partnership.  The right
of the Limited Partners to remove the General Partner shall not exist or be
exercised unless the Partnership has received an Opinion of Counsel that the
removal of the General Partner and the selection of a successor General Partner
will not result in (i) the loss of limited liability of any Limited Partner or
of the limited partner in the Operating Partnership or (ii) the treatment of
the Partnership or the Operating Partnership as an association taxable as a
corporation for federal income tax purposes.

        (c)      If, under the laws of any jurisdiction to which the
Partnership or this Agreement is subject, the withdrawal or removal of the
General Partner pursuant to Section 13.1(a) or (b) results in the Partnership
being dissolved, then the Partnership shall be deemed dissolved and
reconstituted.  To the extent required by the laws of any jurisdiction to which
the Partnership or this Agreement is subject, the Partners unanimously consent
to the continuation and/or reconstitution of the Partnership pursuant to this
Section 13.1(c).

        13.2.    Interest of Departing Partner and Successor.

        (a)      The Departing Partner shall, at the option of its successor
(if any) exercisable prior to the effective date of the departure of such
Departing Partner, promptly receive from its successor in exchange for its
Partnership Interest as a General Partner, an amount in cash equal to the fair
market value of the Departing Partner's Partnership Interest as a General
Partner herein, determined as of the effective date of its departure.  If the
successor to a Departing Partner exercises its option to acquire the
Partnership Interest as a General Partner of the Departing Partner, it must
also acquire at such time the partnership interest of the Departing Partner as
a general partner in any Operating Partnership, for an amount in cash equal to
the fair market value of such interest, determined as of the effective date of
its departure.  If the option is exercised, the Departing Partner shall, as of
the effective date of its departure, cease to share in any allocations or
distributions with respect to its Partnership Interest as a General Partner.
For purposes of this Section 13.2, the fair market value of the Departing
Partner's Partnership Interest as a General Partner herein and of its
partnership interest as a general partner of any Operating Partnership shall be
determined by agreement between the Departing Partner and its successor or, if
such parties fail to agree within thirty days after the effective date of such
Departing Partner's departure, by an independent investment banking firm or
other independent expert selected by the Departing Partner and its successor,
which, in turn, may rely on other experts and the determination of which shall
be conclusive as to such matter.  If the Departing Partner and its successor
cannot agree upon one independent investment banking firm or other independent
expert within forty-five days after the effective date of such departure, then
the Departing Partner and its successor shall each select an independent
investment banking firm or other independent expert and the parties so selected
shall designate by mutual agreement an independent investment banking firm or
other independent expert.  If either the Departing Partner or its successor
fails to select an independent investment banking firm or other independent
expert within seventy-five days after the effective date of such departure
under the circumstances described in the immediately preceding sentence, then
the other party shall have the right to make such selection.  In making its
determination, the independent investment banking firm or other independent
expert selected in the manner provided above shall consider the Unit Price, the
value of the Partnership's assets, the rights and obligations of a General
Partner and other factors it may deem relevant.

        (b)      If the successor (if any) to a Departing Partner does not
exercise the option described in Section 13.2(a), the Partnership Interest of
the Departing Partner as a General Partner of the Partnership and the





                                      -31-
<PAGE>   38
partnership interest of such Departing Partner as a general partner of any
Operating Partnership shall be converted as follows:

                 (i)      Such Departing Partner shall become a Limited Partner
        and its Partnership Interest shall be converted into LP Units, without
        any reduction in such Partnership Interest (subject to proportionate
        dilution by reason of the admission of its successor).

                 (ii)     The limited partnership interest into which the
        partnership interest of the Departing Partner as a general partner of
        an Operating Partnership is converted pursuant to an Operating
        Partnership Agreement shall be contributed by such Departing Partner to
        the capital of the Partnership, such Departing Partner shall become a
        Limited Partner in the Partnership, and the Partnership shall issue to
        such Departing Partner the number of LP Units equal to the number of
        Units Outstanding immediately prior to the effective date of its
        departure (but after giving effect to the conversion described in
        subparagraph (i) above) multiplied by a fraction, the numerator of
        which is such Departing Partner's percentage interest under the
        Operating Partnership Agreement (immediately before such departure) and
        the denominator of which is the aggregate percentage interest under the
        Operating Partnership Agreement (immediately before such departure) of
        all limited partners of the Operating Partnership (immediately before
        such departure).

                 (iii)    If, upon any such conversion, the Partnership has
        Outstanding more than one class or series of LP Units, the Departing
        Partner shall receive LP Units of each Outstanding class or series of
        LP Units in an amount determined separately with respect to each such
        class or series, but otherwise as provided above in this Section
        13.2(b).  This Agreement will be amended to reflect any event described
        in subparagraph (i) above, and any successor General Partner covenants
        so to amend.  At any time after the departure of a Departing Partner,
        upon the request of such Departing Partner the Partnership shall file
        with the Securities and Exchange Commission as promptly as practicable
        after receiving such request, and use its best efforts to cause to
        become effective, a registration statement under the Securities Act,
        and take such other actions as are described in Section 6.4(b), to
        register all or a portion of the LP Units owned by the Departing
        Partner at the time of its departure, including any LP Units that were
        received by the Departing Partner pursuant to this Section 13.2(b) and
        included in such request, for offer and sale, provided that the
        Partnership shall be required to file no more than three such
        registration statements at the request of any one Departing Partner.
        Registrations effected under this paragraph shall be effected at the
        expense of the Partnership, except for underwriting discounts and
        commissions.

        (c)      If the successor (if any) to a Departing Partner does not
exercise the option described in Section 13.2(a), the successor shall at the
effective date of its admission to the Partnership contribute to the capital of
the Partnership cash or property or other consideration having a Net Agreed
Value such that its Capital Account, after giving effect to such contribution,
shall be equal to 1% of the total Capital Account balances at such date.
Thereafter, such successor shall be entitled to 1% of all Partnership
allocations and distributions.

                                  ARTICLE XIV

                          DISSOLUTION AND LIQUIDATION

        14.1.    Dissolution.  The Partnership shall be dissolved upon:

        (a)      the expiration of its term as provided in Section 1.5;

        (b)      notice of withdrawal, bankruptcy, or dissolution of the
General Partner, or any other event that results in its ceasing to be the
General Partner (other than by reason of a transfer pursuant to Section 11.2(a)
or (b) or withdrawal occurring after, or removal effective upon or after,
selection by a Majority Interest of a successor pursuant to Section 13.1);

        (c)      an election to dissolve the Partnership by the General Partner
which is approved by the affirmative vote of a Majority Interest; or





                                      -32-
<PAGE>   39
        (d)      any other event that, under the Delaware Act, would cause its
dissolution, except as provided below in this Section 14.1.

        For purposes of this Section 14.1, bankruptcy of the General Partner
shall be deemed to have occurred when (u) it commences a voluntary proceeding
or files an answer in any involuntary proceeding seeking liquidation,
reorganization or other relief under any bankruptcy, insolvency or other
similar law now or hereafter in effect, (v) it is adjudged a bankrupt or
insolvent, or has entered against it a final and nonappealable order for relief
under any bankruptcy, insolvency or similar law now or hereafter in effect, (w)
it executes and delivers a general assignment for the benefit of its creditors,
(x) it files an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against it in any proceeding of the
nature described in clause (u) above, (y) it seeks, consents to or acquiesces
in the appointment of a trustee, receiver or liquidator for it or for all or
any substantial part of its properties, or (z) (1) any proceeding of the nature
described in clause (u) above has not been dismissed one hundred twenty days
after the commencement thereof, or (2) the appointment without its consent or
acquiescence of a trustee, receiver or liquidator pursuant to clause (y) above
has not been vacated or stayed within ninety days of such appointment, or (3)
such appointment is not vacated within ninety days after the expiration of any
such stay.

        14.2.    Continuation of the Partnership.  Upon the occurrence of an
event described in Section 14.1(b), the Partnership shall be deemed to be
dissolved and reconstituted if a Majority Interest elects to continue the
Partnership within ninety days of such event.  If no election to continue the
Partnership is made within ninety days of such event, the Partnership shall
conduct only activities necessary to wind up its affairs.  If an election to
continue the Partnership is made upon the occurrence of an event described in
Section 14.1(b) or 14.1(d), then:

        (a)      within such ninety-day period (i) a Majority Interest shall
select a successor General Partner; or (ii) if dissolution is caused by the
bankruptcy (as defined in Section 14.1) of the General Partner, a Majority
Interest may (A) ratify the continued authority of the General Partner to act
in such capacity or (B) select a successor General Partner;

        (b)      the Partnership shall be deemed to be reconstituted and shall
continue until the end of the term for which it is formed unless earlier
dissolved in accordance with this Article XIV;

        (c)      the interest of the former General Partner shall be treated
thenceforth as the interest of a Limited Partner and converted into LP Units in
the manner provided in Section 13.2(b)(i); and

        (d)      all necessary steps shall be taken to amend or restate this
Agreement and the Certificate of Limited Partnership, and the successor General
Partner may for this purpose exercise the powers of attorney granted pursuant
to Section 1.4; provided that the right of a Majority Interest to select a
successor General Partner and continue the Partnership shall not exist and may
not be exercised unless the Partnership has received an Opinion of Counsel that
(y) the exercise of the right would not result in the loss of limited liability
of any Limited Partner and (z) neither the Partnership nor the reconstituted
Partnership would be treated as an association taxable as a corporation for
federal income tax purposes upon the exercise of such right to continue.

        14.3.    Liquidation.  Upon dissolution of the Partnership, unless an
election to continue the Partnership is made pursuant to Section 14.2, the
General Partner or, in the event the General Partner has been dissolved or
removed, become bankrupt as defined in Section 14.1 or withdrawn from the
Partnership, a liquidator or liquidating committee selected by a Majority
Interest, shall be the Liquidator.  The Liquidator (if other than the General
Partner) shall be entitled to receive such compensation for its services as may
be approved by a Majority Interest.  The Liquidator shall agree not to resign
at any time without fifteen days prior written notice and (if other than the
General Partner) may be removed at any time, with or without cause, by notice
of removal approved by a Majority Interest.  Upon dissolution, removal or
resignation of the Liquidator, a successor and substitute Liquidator (who shall
have and succeed to all rights, powers and duties of the original Liquidator)
shall within thirty days thereafter be selected by a Majority Interest.  The
right to appoint a successor or substitute Liquidator in the manner provided
herein shall be recurring and continuing for so long as the functions and
services of the Liquidator are authorized to continue under the provisions
hereof, and every reference herein to the Liquidator will be deemed to refer
also to any such successor or substitute Liquidator appointed in the manner
herein provided.  Except as expressly provided in this Article XIV, the
Liquidator appointed in the manner provided herein shall have and may exercise,
without further authorization or consent of any of the parties hereto, all of





                                      -33-
<PAGE>   40
the powers conferred upon the General Partner under the terms of this Agreement
(but subject to all of the applicable limitations, contractual and otherwise,
upon the exercise of such powers), to the extent necessary or desirable in the
good faith judgment of the Liquidator to carry out the duties and functions of
the Liquidator hereunder for and during such period of time as shall be
reasonably required in the good faith judgment of the Liquidator to complete
the winding up and liquidation of the Partnership as provided for herein.

        The Liquidator shall liquidate the assets of the Partnership, and apply
and distribute the proceeds of such liquidation in the following order of
priority, unless otherwise required by mandatory provisions of applicable law:

        (a)      the payment to creditors of the Partnership, other than
Partners, in order of priority provided by law;

        (b)      pro rata payment to Partners for loans made by them to the
Partnership;

        (c)      to holders of LP Units entitling such holders to preferential
distributions and returns of investment, according to the terms thereof, but
not in excess of any such holder's Capital Account at such time;

        (d)      to the Partners in proportion to their respective balances in
their Capital Accounts, but not in excess of such balances; and then

        (e)      to the Partners according to their respective Percentage
Interests.

        14.4.    Cancellation of Certificate of Limited Partnership.  Upon the
completion of the distribution of Partnership property as provided in Sections
14.3 and 14.4, the Partnership shall be terminated, and the Liquidator (or the
General Partner and Limited Partners if necessary) shall cause the cancellation
of the Certificate of Limited Partnership in the State of Delaware and of all
qualifications of the Partnership as a foreign limited partnership in
jurisdictions other than the State of Delaware and shall take such other
actions as may be necessary to terminate the Partnership.

        14.5.    Return of Capital.  The General Partner shall not be
personally liable for the return of the Capital Contributions of the Limited
Partners, or any portion thereof, it being expressly understood that any such
return shall be made solely from Partnership assets.

        14.6.    Waiver of Partition.  Each Partner and Assignee hereby waives
any rights to partition of the Partnership property.

                                   ARTICLE XV

            AMENDMENT OF AGREEMENT; MEETINGS; RECORD DATE; CONSENTS

        15.1.    Amendments to be Adopted Solely by General Partner after
Payout.  After Payout the General Partner (pursuant to the General Partner's
powers of attorney from the Limited Partners and Assignees), without the
consent of any Limited Partner or Assignee, may amend any provision of this
Agreement, and execute, swear to, acknowledge, deliver, file and record
whatever documents may be required in connection therewith, to reflect:

        (a)      a change in the name of the Partnership, in the registered
office or registered agent of the Partnership, or in the location of the
principal place of business of the Partnership;

        (b)      admission, substitution or termination of Partners in
accordance with this Agreement;

        (c)      a change that the General Partner has determined is reasonable
and necessary or appropriate to qualify or continue the qualification of the
Partnership as a limited partnership or a partnership in which the Limited
Partners have limited liability under the laws of any state or that is
necessary or advisable in the opinion of the General Partner to ensure that the
Partnership will not be treated as an association taxable as a corporation for
federal income tax purposes;





                                      -34-
<PAGE>   41
        (d)      a change (i) that the General Partner has determined does not
adversely affect the Limited Partners in any material respect, (ii) that is
necessary or desirable to satisfy any requirements, conditions or guidelines
contained in any opinion, directive, order, ruling or regulation of any federal
or state agency or judicial authority or contained in any federal or state
statute or that is necessary or desirable to facilitate the trading of the LP
Units or comply with any rule, regulation, guideline or requirement of any
stock exchange on which the LP Units or any of them are or will be listed or
admitted to trading, compliance with any of which the General Partner deems to
be in the best interests of the Partnership and the Limited Partners or (iii)
that is required or contemplated by this Agreement;

        (e)      an amendment that is necessary, in the opinion of counsel to
the Partnership, to prevent the Partnership or the General Partner or its
directors or officers from in any manner being subjected to the provisions of
the Investment Company Act of 1940, as amended, the Investment Advisers Act of
1940, as amended, or "plan asset" regulations adopted under the Employee
Retirement Income Security Act of 1974, as amended, whether or not
substantially similar to plan asset regulations currently applied or proposed
by the United States Department of Labor;

        (f)      a change in any provision of this Agreement that requires any
action to be taken by any Limited Partner or Assignee pursuant to the
requirements of the Delaware Act if the Delaware Act is amended or modified so
that the taking of such action is no longer required; or

        (g)      an amendment that in the sole discretion of the General
Partner is necessary or desirable in connection with (i) the authorization for
issuance or issuance of any class or series of LP Units or other securities of
the Partnership pursuant to Section 4.4(a) or (ii) the formation of any
Operating Partnership pursuant to Section 6.1(c).

Prior to Payout, any amendment of the type described above shall be approved in
accordance with Sections 15.2 and 15.3.

        15.2.    Amendment Procedures.  Except as provided in Sections 15.1 and
15.3, all amendments to this Agreement shall be in accordance with the
following requirements.  Amendments of this Agreement may be proposed only by
the General Partner or by Limited Partners owning at least 20% of the Voting
Percentage Interests of the Limited Partners.  If an amendment is proposed, the
General Partner shall seek the written consent of the requisite Voting
Percentage Interests of the Limited Partners or call a meeting of the Limited
Partners to consider and vote on such proposed amendment.  A proposed amendment
shall be effective upon its approval by a Majority Interest unless a greater
percentage is required by this Agreement.  The General Partner shall notify all
Partners upon final adoption of any proposed amendment.

        15.3.    Amendment Requirements.

        (a)      Notwithstanding the provisions of Sections 15.1 and 15.2, the
consent of the General Partner and Limited Partners holding at least 95% of the
Voting Percentage Interests of the Limited Partners shall be required for any
amendment unless the Partnership has received an Opinion of Counsel that such
amendment would not result in the loss of limited liability of any Limited
Partner or result in the Partnership being treated as an association taxable as
a corporation for federal income tax purposes.

        (b)      Notwithstanding the provisions of Sections 15.1, 15.2 and
15.3(a), no provision of this Agreement which establishes a percentage of the
Limited Partners required to take any action shall be amended, altered,
changed, repealed or rescinded in any respect which would have the effect of
reducing such voting requirement, unless such is approved by written consent or
the affirmative vote of Limited Partners whose aggregate Voting Percentage
Interests constitute not less than the voting requirement sought to be reduced.
This Section 15.3(b) shall only be amended with the approval by written consent
or affirmative vote of Limited Partners whose aggregate Voting Percentage
Interests constitute at least 95% of the aggregate Voting Percentage Interests
of the Limited Partners.  The voting requirements contained in Section 15.3(a)
and this Section 15.3(b) shall be in addition to voting requirements imposed by
law or other provisions contained herein.

        15.4.    Meetings.  All acts of Limited Partners to be taken hereunder
shall be taken in the manner provided in this Article XV.  Meetings of the
Limited Partners may be called by the General Partner or by Limited Partners
owning at least 20% of the Voting Percentage Interests of the Limited Partners.
Any Limited Partner calling a meeting





                                      -35-
<PAGE>   42
shall specify the number of LP Units as to which the Limited Partner is
exercising the right to call a meeting and only those specified LP Units shall
be counted for the purpose of determining whether the required 20% standard of
the preceding sentence has been met.  Limited Partners shall call a meeting by
delivering to the General Partner one or more calls in writing stating that the
signing Limited Partners wish to call a meeting and indicating the general or
specific purposes for which the meeting is to be called.  Within sixty days
after receipt of such a call from Limited Partners or within such greater time
as may be reasonably necessary for the Partnership to comply with any statutes,
rules, regulations, listing agreements or similar requirements governing the
holding of a meeting or the solicitation of proxies for use at such a meeting,
the General Partner shall send a notice of the meeting to the Limited Partners
either directly or indirectly through the Transfer Agent.  A meeting shall be
held at a time and place determined by the General Partner on a date not more
than sixty days after the mailing of notice of the meeting.  Limited Partners
shall not vote on matters that would cause the Limited Partners to be deemed to
be taking part in the control of the business and affairs of the Partnership so
as to subject the Limited Partners to unlimited liability.

        15.5.    Notice of a Meeting.  Notice of a meeting called pursuant to
Section 15.4 shall be given to the Limited Partners in writing either
personally or by mail or other means of written communication in accordance
with Section 17.1.  The notice shall be deemed to have been given at the time
when delivered personally or deposited in the mail or sent by other means of
written communication.

        15.6.    Record Date.  For purposes of determining the Limited Partners
entitled to notice of or to vote at a meeting of the Limited Partners or to
give consents without a meeting as provided in Section 15.11, the General
Partner may set a Record Date, which shall not be less than ten days nor more
than sixty days before the date of the meeting (unless such requirement
conflicts with any rule, regulation, guideline or requirement of any stock
exchange on which the LP Units or any of them are listed or admitted to
trading, in which case the rule, regulation, guideline or requirement of such
stock exchange shall govern).

        15.7.    Adjournment.  When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting and a new Record Date
need not be fixed, if the time and place thereof are announced at the meeting
at which the adjournment is taken, unless such adjournment shall be for more
than forty-five days.  At the adjourned meeting, the Partnership may transact
any business which might have been transacted at the original meeting.  If the
adjournment is for more than forty-five days or if a new Record Date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given in
accordance with this Article XV.

        15.8.    Waiver of Notice; Consent to Meeting; Approval of Minutes.
The transactions of any meeting of Limited Partners, however called and
noticed, and wherever held, are as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present either in person or by
proxy, and if, either before or after the meeting, each of the Limited Partners
entitled to vote, not present in person or by proxy, signs a written waiver of
notice or a consent to the holding of the meeting or an approval of the minutes
thereof.  All waivers, consents and approvals shall be filed with the
Partnership records or made a part of the minutes of the meeting.  Attendance
of a Limited Partner at a meeting shall constitute a waiver of notice of the
meeting, except when the Limited Partner objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened; and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required to be included in
the notice of the meeting, but not so included, if the objection is expressly
made at the meeting.

        15.9.    Quorum.  A Majority Interest represented in person or by proxy
shall constitute a quorum at a meeting of Limited Partners.  Notwithstanding
anything elsewhere provided in this Agreement to the contrary, the Limited
Partners shall be entitled to vote on, consent to or approve of matters only as
provided in Sections 4.4, 12.3, 12.5, 13.1, 14.1, 14.2, 14.3, 15.2, 15.3, 15.4,
15.11 and 16.1 and as submitted to them by the General Partner.  At any meeting
of the Limited Partners duly called and held in accordance with this Agreement
at which a quorum is present, the act of Limited Partners whose Voting
Percentage Interests represent a majority of the Voting Percentage Interests
entitled to vote and present in person or by proxy at such meeting shall be
deemed to constitute the act of all Limited Partners, unless a higher
percentage is required with respect to such action under the provisions of this
Agreement, in which case the act of Limited Partners owning such higher
percentage shall be required.  To the extent that the laws of any jurisdiction
to which the Partnership or this Agreement is subject require that certain
actions of the Limited Partners under this Agreement be unanimous, any action
taken by the Limited Partners pursuant to and in accordance with the preceding





                                      -36-
<PAGE>   43
sentence shall be deemed to constitute the act of all Limited Partners and, in
such event, each Limited Partner that does not vote for, consent to or approve
of such matter hereby agrees to be bound by the decision of the Limited
Partners taking such action and hereby approves such action to the extent such
approval is required for such matter to be effective under the laws of such
jurisdiction.  The Limited Partners present at a duly called or held meeting at
which a quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Limited Partners to leave less than a
quorum, if any action taken (other than adjournment) is approved by the
requisite Voting Percentage Interests of Limited Partners specified in this
Agreement.  In the absence of a quorum, any meeting of Limited Partners may be
adjourned from time to time by the affirmative vote of a majority of the Voting
Percentage Interests represented either in person or by proxy, but no other
business may be transacted, except as provided in Section 15.7.

        15.10.   Conduct of Meeting.  The General Partner shall have full power
and authority concerning the manner of conducting any meeting of the Limited
Partners or solicitation of consents in writing, including, without limitation,
the determination of persons entitled to vote, the existence of a quorum, the
satisfaction of the requirements of Section 15.4, the conduct of voting, the
validity and effect of any proxies, and the determination of any controversies,
votes or challenges arising in connection with or during the meeting or voting.
The General Partner shall designate a Person to serve as chairman of any
meeting and shall further designate a Person to take the minutes of any
meeting, in either case including, without limitation, a Partner or a director
or officer of the General Partner.  All minutes shall be kept with the records
of the Partnership maintained by the General Partner.  The General Partner may
make such other regulations consistent with applicable law and this Agreement
as it may deem advisable concerning the conduct of any meeting of the Limited
Partners or solicitation of consents in writing, including regulations in
regard to the appointment of proxies, the appointment and duties of inspectors
of votes and consents, the submission and examination of proxies and other
evidence of the right to vote, and the revocation of consents in writing.

        15.11.   Action Without a Meeting.  Any action that may be taken at a
meeting of the Limited Partners may be taken without a meeting if a consent in
writing setting forth the action so taken is signed by Limited Partners owning
not less than the minimum Voting Percentage Interests that would be necessary
to authorize or take such action at a meeting at which all the Limited Partners
were present and voted.  To the extent that the laws of any jurisdiction to
which the Partnership or this Agreement is subject require that any action of
the Limited Partners under this Agreement be unanimous, any action taken by the
Limited Partners pursuant to and in accordance with the preceding sentence
shall be deemed to constitute the act of all Limited Partners and, in such
event, each Limited Partner that does not execute such written consent hereby
agrees to be bound by the decision of the Limited Partners executing such
consent and hereby approves such action to the extent such approval is required
for such matter to be effective under the laws of such jurisdiction.  Prompt
notice of the taking of action without a meeting shall be given to the Limited
Partners who have not consented in writing.

        The General Partner may specify that any written ballot submitted to
Limited Partners for the purpose of taking any action without a meeting shall
be returned to the Partnership within the time, not less than twenty days,
specified by the General Partner.  If a ballot returned to the Partnership does
not vote all of the LP Units held by the Limited Partner, the Partnership shall
be deemed to have failed to receive a ballot for the LP Units which were not
voted.  If consent to the taking of any action by the Limited Partners is
solicited by any person other than by or on behalf of the General Partner, the
written consents shall have no force and effect unless and until (a) they are
deposited with the Partnership in care of the General Partner, (b) consents
sufficient to take the action proposed are dated as of a date not more than
ninety days prior to the date sufficient consents are deposited with the
Partnership and (c) an Opinion of Counsel is delivered to the General Partner
to the effect that the exercise of such right and the action proposed to be
taken with respect to any particular matter (i) shall not cause the Limited
Partners to be deemed to be taking part in the control of the business and
affairs of the Partnership so as to subject the Limited Partners to unlimited
liability, (ii) will not jeopardize the status of the Partnership as a
partnership under applicable tax laws and regulations and (iii) is otherwise
permissible under the state statutes then governing the rights, duties and
liabilities of the Partnership and the Partners and Assignees.

        15.12.   Voting and Other Rights.

        (a)      Only those Record Holders of LP Units on the Record Date set
pursuant to Section 15.6 shall be entitled to notice of, and to vote at, a
meeting of Limited Partners or to act with respect to matters as to which
consents





                                      -37-
<PAGE>   44
are solicited.  With respect to voting rights and other powers attributable to
LP Units that are held by Assignees, the General Partner shall be deemed to be
the Limited Partner with respect thereto and shall, in exercising the voting
rights or any other powers in respect of such LP Units on any matter, vote such
LP Units or exercise such other powers of, and at the direction of, the
Assignees.

        (b)      With respect to LP Units that are held for a Person's account
by another Person, such as a broker, dealer, bank, trust company or clearing
corporation, or an agent of any of the foregoing, in whose name the LP Units
are registered, such broker, dealer or other agent shall, in exercising the
voting rights in respect of such LP Units on any matter, and unless the
arrangement between such Persons provides otherwise, vote such LP Units in
favor of, and at the direction of, the Person on whose behalf such broker,
dealer or other agent is holding such LP Units and the Partnership shall be
entitled to assume it is so acting without further inquiry.  The provision of
this Section 15.12(b) (as well as all other provisions of this Agreement) are
subject to the provisions of Section 10.3.

        (c)      If the General Partner is also a Limited Partner, it may vote
its Voting Percentage Interest represented by LP Units on any matter submitted
to the Limited Partners for consideration in such manner as it in its sole
discretion shall determine.


                                  ARTICLE XVI

                          PROHIBITIONS AND LIMITATIONS

        16.1.    General Prohibitions.  Without the prior approval of a
Majority Interest, the General Partner shall not, acting on behalf of the
Partnership:

        (a)      approve provisions of or consent to amendments to an Operating
Partnership Agreement that would adversely affect the Partnership as the
limited partner in an Operating Partnership in any material respect;

        (b)      except as expressly permitted in Section 11.2(b), elect a
successor general partner of an Operating Partnership;

        (c)      except as expressly permitted in Section 6.11(c), take any
action required by an Operating Partnership Agreement of an Operating
Partnership to be taken by the Partnership as the limited partner of such
Operating Partnership; or

        (d)      except as expressly permitted in this Agreement, take any
action with respect to the assets or property of the Partnership which benefits
the General Partner to the detriment of the Limited Partners or the
Partnership.

                                  ARTICLE XVII

                               GENERAL PROVISIONS

        17.1.    Addresses and Notices.  Any notice, demand, request or report
required or permitted to be given or made to a Partner or Assignee under this
Agreement shall be in writing and shall be deemed given or made when delivered
in person or when sent by first class mail or by other means of written
communication to the Partner or Assignee at the address described below.  Any
notice, payment or report to be given or sent to a Partner or Assignee
hereunder shall be deemed conclusively to have been given or sent, and the
obligation to give such notice or report or to make such payment shall be
deemed conclusively to have been fully satisfied, upon mailing such notice,
payment or report to (a) in the case of the Record Holder of an LP Unit, at his
address as shown on the records of the Transfer Agent or (b) in the case of the
General Partner, to such Person at his address as shown on the records of the
Partnership or as set forth in Section 1.3(b), regardless of any claim of any
Person who may have an interest in such LP Unit or Partnership Interest of the
General Partner by reason of an assignment or otherwise.  An affidavit or
certificate of mailing of any notice, payment or report in accordance with the
provisions of this Section 17.1 executed by the General Partner, the Transfer
Agent, or the mailing organization shall be prima facie evidence of the giving
or sending of such notice,





                                      -38-
<PAGE>   45
payment or report.  If any notice, payment or report addressed to a Record
Holder at the address of such Record Holder appearing on the books of the
Transfer Agent or the Partnership is returned by the United States Postal
Service marked to indicate that the United States Postal Service is unable to
deliver it, such notice, payment or report and any subsequent notices, payments
and reports shall be deemed to have been duly given or sent without further
mailing (until such time as such Record Holder or another Person notifies the
Transfer Agent or the Partnership of a change in his address) if they are
available for the Limited Partner or Assignee at the principal office of the
Partnership for a period of one year from the date of the giving or sending of
such notice, payment or report to the other Limited Partners and Assignees.
Any notice to the Partnership shall be deemed given if received by the General
Partner at the principal office of the Partnership designated pursuant to
Section 1.3.  The Partnership and the General Partner may rely and shall be
protected in relying on any notice or other document from a Partner or Assignee
or other Person if believed by them to be genuine.

        17.2.    Titles and Captions.  All article or section titles or
captions in this Agreement are for convenience only.  They shall not be deemed
part of this Agreement and in no way define, limit, extend or describe the
scope or intent of any provisions hereof.  Except as specifically provided
otherwise, references to "Articles" and "Sections" are to Articles and Sections
of this Agreement.

        17.3.    Pronouns and Plurals.  Whenever the context may require, any
pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa.

        17.4.    Further Action.  The parties shall execute all documents,
provide all information and take or refrain from taking action as may be
necessary or appropriate to achieve the purposes of this Agreement.

        17.5.    Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their heirs, executors,
administrators, successors, legal representatives and permitted assigns.

        17.6.    Integration.  This Agreement constitutes the entire agreement
among the parties hereto pertaining to the subject matter hereof and supersedes
all prior agreements and understandings pertaining thereto.

        17.7.    Creditors.  None of the provisions of this Agreement shall be
for the benefit of or enforceable by any creditors of the Partnership.

        17.8.    Waiver.  No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute waiver of any such breach or any other covenant, duty, agreement or
condition.

        17.9.    Counterparts.  This Agreement may be executed in counterparts,
all of which together shall constitute one agreement binding on all the parties
hereto, notwithstanding that all such parties are not signatories to the
original or the same counterpart.  Each party shall become bound by this
Agreement immediately upon affixing its signature hereto or, in the case of a
Person acquiring an LP Unit, upon executing and delivering a Transfer
Application as herein described, independently of the signature of any other
party.

        17.10.   Applicable Law.  This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware, without
regard to the principles of conflicts of law.

        17.11.   Invalidity of Provisions.  If any provision of this Agreement
is or becomes invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not be affected thereby.





                                      -39-
<PAGE>   46
        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 24th day of February, 1998.



General Partner:                    3333 DEVELOPMENT CORPORATION


                                    By:  /s/  J.  STEPHEN BILHEIMER           
                                       ---------------------------------------
                                              J.  STEPHEN BILHEIMER, PRESIDENT



Limited Partners:                   CENTEX HOMES
                                    (A Nevada General Partnership) (successor 
                                    to all Original Limited Partners)


                                    By: CENTEX REAL ESTATE CORPORATION
                                       (A Nevada corporation), Managing Partner



                                    By:  /s/  RAYMOND G. SMERGE               
                                       ---------------------------------------
                                              RAYMOND G. SMERGE, VICE 
                                              PRESIDENT AND SECRETARY





                                      -40-
<PAGE>   47
                                                                       EXHIBIT A

                          PLAN FOR ORIGINAL PROPERTIES

       As concerns all of the parcels of real property (individually and
collectively called the "Property") which were transferred to Centex
Development Company, L.P.  ("CDC") as of March 31, 1987 by the Class-A Limited
Partners, CDC has developed the following plan.  This plan may be revised from
time to time to address changes in the marketplace and to allow CDC to earn a
better return on its assets, subject at all times to reasonable and prudent
business standards and practices being followed by CDC.

                                  GENERAL PLAN

       From time to time, CDC will sell the Property at the best prices and
terms which are reasonable at that time, taking into account the condition of
the marketplace.  Subject to cash flow requirements which may dictate earlier
sales, each Property will be held a sufficient amount of time so that long-term
value is enhanced.

       Except as to the 99.9469 acre tract located in Cook County, Illinois
which is designed for 118 single-family detached homes, CDC does not
contemplate adding substantial physical improvements to the Property.  CDC
contemplates developing such 99.9469 acre tract with residential improvements
such as streets, street signs, sanitary sewer lines, water lines, energy lines
and other improvements which are typically installed in a subdivision prior to
construction of dwellings.

                                 CURRENT ZONING

       Each of the tracts comprising the Property is currently classified in a
zoning classification which comports with the best use presently available for
such Property, except for the tracts listed below.

       1.     Fate, Texas--18 lots.  This tract is, at current, zoned for
residential use.  A different and potential use is as a strip shopping center.

       2.     New Braunfels, Texas--550 acres.  This tract is not located in
any incorporated area.  A potential use is a mixed use planned development,
including residential, commercial and retail uses.

       3.     Comal County, Texas--168 acres.  This tract is not located in any
incorporated area.  A potential use is a subdivision comprising lots designed
for residential dwellings, with lot sizes ranging from two to five acres,





                                      -1-
<PAGE>   48
       4.     Lake Comanche Village--141 acres--California.  This tract is
presently zoned for residential development.  A different and potential use is
retail and multi-family zoning for a portion of the site.

       5.     Copper Cove--California.  This tract is presently zoned in the
residential community zoning classification.  A different and potential use is
high-density or water-front to include (a) single and multifamily homes, (b)
apartments and (c) community retail use.

       As to these five tracts, CDC will, in a timely manner, analyze the
highest and best use to which each of such tracts may be put, taking into
account the condition of the marketplace and the patterns of growth in the
areas where such tracts are located.  CDC will then, in a reasonable and timely
fashion, prepare and process applications for rezoning of such tracts to the
appropriate zoning classifications.

                               SALES OF PROPERTY

       As concerns all of the tracts which comprise the Property, CDC will over
a period of time endeavor to sell such tracts to obtain for CDC the best price
available at the time CDC sells, taking into account the condition of the
marketplace and the cash requirements of CDC for its business operations.

                                  RESTRICTIONS

       As to each Property, and any portion thereof, without the prior written
consent of the Class-A limited partner who transferred the same to CDC:

       1.     No Property may be sold by CDC at a price which is less than the
sum of the book value at which such Property was contributed to CDC and the
cumulative Preferred Return (as defined in the Agreement of Limited Partnership
governing CDC) related to such Property.  Further, no portion of any Property
may be sold at a price which, when taking into account the remaining portion(s)
of such Property, will, when combined with the anticipated sales price(s) of
such remaining portion(s), be less than the value at which such Property was
originally contributed to CDC by such limited partner and the cumulative
Preferred Return related to such Property.

       2.     CDC will not enter into any partnership or joint venture
arrangement with respect to the ownership, development, use, sale or other
disposition of any Property.

       3.     CDC will not create or suffer to be created any mortgage, lien,
charge or encumbrance upon the Property, except (a) to the extent necessary to
meet its working capital needs from time to time (but not to exceed $500,000),
in connection with borrowings for purposes of making down payments on new
acquisitions of property by CDC (not to exceed 10% of the purchase price of any
such acquisition and in the aggregate not to exceed at any one time $5,000,000)
and (c) with respect to the development of the 99.9469 acre tract in Cook
County, Illinois described above.





                                      -2-
<PAGE>   49
       4.     CDC will not fail to pay, before any fine, penalty, interest or
cost attaches thereto, all taxes, assessments, water and sewer rates, and all
other governmental charges or levies now or hereafter assessed or levied
against any Property as well as all claims for labor, materials or supplies
which, if unpaid, might become a lien thereon, and within ten (10) days after
request by the Class-A limited partner who contributed such Property to CDC,
will exhibit receipts showing payment of the foregoing.  Provided, however,
that if by law any such imposition may be paid in installments (whether or not
interest shall accrue on the unpaid balance thereof) CDC may pay the same in
installments (together with accrued interest on the unpaid balance thereof) as
the same respectively become due, before any fine, penalty, interest or cost
attaches thereto; and provided, further, that if CDC contests the validity or
the amount of any such imposition or claim in good faith and by appropriate
proceedings and provides to the Class-A limited partner who contributed to CDC
the Property which is the subject of such contest security in such amount and
in such form as such partner may require to assure the discharge thereof, CDC
may defer payment thereof during the pendency of such contest.

       5.     CDC will not impair the value of any Property.

       6.     CDC will not fail to comply with all applicable laws, ordinances,
orders, rules and regulations of all federal, state and municipal governments
having jurisdiction over the Property and of the appropriate departments,
commissions, boards and officers thereof, and the orders, rules and regulations
of the Board of Fire Underwriters or any other body hereafter constituted or
exercising similar functions, which at any time are applicable to the Property;
provided, however, that CDC may contest any of the foregoing so long as doing
so, in the reasonable opinion of the Class-A limited partner who contributed
such Property to CDC, will not impair the value of such Property.

       7.     CDC will keep all improvements and buildings that from time to
time may exist or be constructed on the Property in good condition, reasonable
wear and tear and loss by casualty alone excepted.

       8.     CDC will not apply for or process (or consent to the application
for or processing of) any change in the zoning classification of any of the
Property or any approved development plan, subdivision map or plat, or any
similar instrument or any change in any restrictive covenants which affect any
of the Property or any other public or private restrictions.

       9.     No Property or any portion thereof, will be developed, used and
occupied in a manner not in accordance with the uses permitted by the zoning
classifications applicable thereto.

       10.    CDC will not permit any noxious or offensive activity to be
carried on upon the Property, nor shall anything be done thereon which may be
or may become an annoyance or nuisance to the surrounding neighborhood.





                                      -3-
<PAGE>   50
                                  SEVERABILITY

       Invalidation of any one of these covenants, conditions, restrictions,
reservations by judgment or court order shall in no way affect any other
provisions which shall remain in full force and effect.

                                   RECORDING

       The General Partner hereby acknowledges and agrees that, from time to
time, if so requested by a Class-A limited partner, the General Partner will
cause to be recorded a declaration of covenants, conditions and restrictions
regarding the Property which was transferred to CDC by such Class-A limited
partner, containing terms, conditions and provisions which amplify the
foregoing and are consistent with the foregoing.  The cost of preparing and
recording such set of covenants, conditions and restrictions will be borne by
the Class-A limited partner requesting the same.





                                      -4-
<PAGE>   51
                                                                       EXHIBIT B


                                    CENTEX