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                                                              Exhibit 10(ii)


                      AGREEMENT OF LIMITED PARTNERSHIP OF
                                        
                            YORK COGEN PARTNERS L.P.

         AGREEMENT OF LIMITED PARTNERSHIP ("Agreement") made as of October 
19, 1990, by and between RRR'S Ventures Ltd., a Connecticut corporation, 
general partner (the "Managing General Partner"), York Research Corporation, 
a Delaware corporation (the "Initial Limited Partner"), and those who 
hereafter execute this agreement by attorney-in-fact or otherwise, as limited 
partners (the Initial Limited Partner and those who hereafter execute this 
Agreement as limited partners collectively being referred to herein as 
"Limited Partners"; each General Partner and the Limited Partners 
collectively being referred to herein as the "Partners").  As used herein, 
the term "Managing General Partner" shall refer only to RRR'S Ventures Ltd., 
or its successor in interest, as long as such person remains a General 
Partner hereunder.

                                     ARTICLE I.

                                  ORGANIZATION

         1.1. FORMATION OF THE PARTNERSHIP.  The parties hereto do hereby
form a limited partnership (the "Partnership") under the provisions of the
Delaware Revised Uniform 

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Limited Partnership Act ("Act").  Promptly following the execution hereof, the
Managing General Partner, on behalf of the Partnership, shall execute or cause
to be executed a Certificate of Limited Partnership in accordance with the
Act and all such other certificates and documents conforming thereto and shall
do or cause to be done all such filings, recordings, publications and other
acts as may be necessary, appropriate or advisable from time to time to comply
with all requirements for the formation, operation and/or continuance of a
limited partnership under the Act and in all jurisdictions where the
Partnership desires to conduct its business.  The Managing General Partner
shall cause the Partnership to comply with all requirements for the
qualification of the Partnership as a limited partnership in any jurisdiction
where the Partnership desires to conduct its business before the Partnership
shall conduct any business in such jurisdiction.

         1.2. PARTNERSHIP NAME.  The name of the Partnership shall be "York
Cogen Partners L.P."; provided, however, that subject to all applicable laws,
the business of the Partnership may be conducted under any other name or names
deemed necessary or advisable by the Managing General Partner.

         1.3. PURPOSES AND POWERS OF THE PARTNERSHIP.  The purposes of the
Partnership shall be to promote and fund the design, development,
construction, installation, operation, 


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maintenance and purchase of a cogeneration facility ("Facility") to provide
electricity, domestic hot water, heating and cooling, or of other facilities,
and in connection therewith, to purchase or otherwise acquire, own, hold,
lease, manage, operate, develop, exploit, improve, maintain, mortgage or
otherwise dispose of, and generally to deal in and with property of any kind,
character or description whatsoever, whether real, personal or mixed, tangible
or intangible and wheresoever situate or evidenced, and any interests, rights,
estates and privileges therein and to do all other things provided the same is
not forbidden by the Act or other applicable laws.  In furtherance of the
purposes of the Partnership, the Partnership shall have the power to do any
and all other things whatsoever necessary or desirable in connection with the
foregoing or otherwise contemplated by this Agreement.

         1.4. PRINCIPAL PLACE OF BUSINESS AND ADDRESS.  The principal place
of business of the Partnership shall be located at 900 Park Avenue, Suite 19E,
New York, New York 10021, or at such other address or addresses as the
Managing General Partner may designate by notice to all other Partners.  The
Partnership may maintain offices and other facilities from time to time at
such locations, within or without the State of New York, as may be deemed
necessary or advisable by the Managing General Partner.


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         1.5. TERM.  The existence of the Partnership shall commence on the
date that the Partnership's Certificate of Limited Partnership is filed as
provided in Section 17-201 of the Act, and, unless sooner terminated or
dissolved under the provisions of this Agreement or by operation of law, the
Partnership shall dissolve five (5) years following the date of the expiration
or other termination of the last to expire or terminate of any agreement
pursuant to which the Partnership will provide any person with electricity,
domestic hot water, heating or cooling.

         1.6. POWER OF ATTORNEY.  Each Limited Partner, by the execution of
this Agreement, whether in counterpart, by separate instrument, by
attorney-in-fact or otherwise, does hereby irrevocably constitute and appoint
the Managing General Partner, with full power of substitution, his true and
lawful attorney and agent, with full power and authority in his name, place
and stead, to file, prosecute, defend, settle or compromise any and all
actions at law or suits in equity for or on behalf of the Partnership with
respect to any claim, demand or liability asserted or threatened by or against
the Partnership, and to make, execute, sign, acknowledge, swear, deliver,
record and file on each Limited Partner's behalf (a) all certificates and
other instruments (including, without limitation, all counterparts of this
Agreement, all amendments

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thereto, the Partnership's  Certificate of Limited Partnership and all
amendments thereto) which the Managing General Partner deems appropriate to
qualify or continue the Partnership as a limited partnership in the
jurisdictions in which the Partnership may conduct business or which may be
required to be filed by the Partnership or any of the Partners under the laws
of any jurisdiction; (b) all instruments which the Managing General Partner
deems appropriate to reflect a change in or modification of the Partnership in
accordance with the terms of this Agreement; (c) all conveyances and other
instruments which the Managing General Partner deems appropriate to reflect
the dissolution and termination of the Partnership; (d) certificates of
assumed name; (e) all certificates and instruments that may be appropriate to
reflect (i) a change in the name or the location of the principal place of
business of the Partnership, (ii) the disposition by a Partner of his interest
in the Partnership or any part thereof, (iii) the substitution or addition of
a person becoming a Partner of the Partnership, (iv) a distribution in
reduction of the capital contribution of a Partner, and (v) a change in the
capital of the Partnership; and (f) such other agreements, instruments and
conveyances as the Managing General Partner may deem, from time to time,
necessary or desirable for the promotion, conduct and development of the
Partnership's business.

         The Power of Attorney granted herein shall be irrevocable and deemed
to be a power coupled with an interest and shall survive the death, insanity,
incompe-
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tency, legal incapacity, bankruptcy, insolvency or dissolution of any Limited
Partner or the assignment by a Limited Partner of his interest in the
Partnership.  Each Limited Partner hereby agrees to be bound by any
representation made by the Managing General Partner and by any successor(s)
thereto acting in good faith pursuant to such Power of Attorney, and each
Limited Partner hereby waives any and all defenses which may be available to
contest, negate or disaffirm the actions of the Managing General Partner and
any successor(s) thereto taken in good faith under such Power of Attorney.  In
addition, each Limited Partner hereby agrees to execute and deliver to the
Managing General Partner within five days after receipt of the Managing
General Partner's request therefor, such other and further powers of attorney,
and other instruments which the Managing General Partner deems necessary to
comply with any laws, rules or regulations relating to the formation of the
Partnership or the conduct of business by the Partnership.  In the event of
any conflict between this Agreement and any instruments filed by such attorney
pursuant to the Power of Attorney granted in this Section 1.6, this Agreement
shall control.

                                  ARTICLE II.

                                  MANAGEMENT


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         2.1. MANAGEMENT.  Subject to the limitations of this Agreement, the 
Managing General Partner shall have full, exclusive and complete control of 
the management of the Partnership's affairs for the purposes herein stated 
and shall make all decisions affecting Partnership affairs to carry out its 
purposes and exercise its powers, including, without limitation, all of the 
powers, rights and privileges of a general partner in a limited partnership 
under the Act.  The Managing General Partner may take such other actions as 
it deems necessary or desirable to manage the business of the Partnership, 
including, but not limited to, the following:  (a) to borrow money on a 
secured or unsecured basis from banks, brokers or other persons; (b) to open, 
maintain and close bank accounts; (c) to sign checks; (d) to pledge assets 
for loans; (e) to pay or authorize the payment of distributions to the 
Partners and of liabilities of the Partnership such as organizational 
expenses, offering expenses, selling commissions, legal and accounting fees, 
and other reasonable and ordinary fees and expenses; and (f) generally, to 
act for the Partnership in all matters incidental to the foregoing, including 
the preparation and filing of all Partnership tax returns and the making of 
such tax elections and determinations as appear to it appropriate.  The 
Managing General  Partner shall be the "tax matters partner" of the 
Partnership as defined in Section 6231 of the Internal Revenue Code of 1986, 
as amended (the 

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"Code").  The Managing General Partner, in its sole discretion, may cause the
Partnership to make, refrain from making and, once having made, revoke the
election referred to in Section 754 of the Code or any other election
affecting the computation of partnership income required or permitted to be
made by the Partnership pursuant to Section 703(b) of the Code or the Treasury
Regulations promulgated thereunder, and any similar elections provided by
state or local law or any similar provision enacted in lieu thereof.

         2.2. SERVICES OF THE MANAGING GENERAL PARTNER.  The Managing General
Partner shall render to the Partnership such services as are reasonably
necessary for the management and conduct of the business of the Partnership.

         2.3. STANDARD OF CARE AND INDEMNIFICATION OF GENERAL PARTNER.  The
Managing General Partner will use ordinary care and reasonable diligence in
the management of the Partnership's business.  No General Partner will be
liable to any other Partner or any other person for any reason or for any act
or omission taken or omitted in good faith and within the scope of the
authority conferred upon such General Partner by this Agreement absent fraud
or deliberate breach of the terms of this Agreement.  The  Partnership shall
indemnify and save harmless each General Partner from and against any and all
liability, loss, damage, reasonable cost or expense (including, without
limitation, attorneys fees and disbursements) incurred or 


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sustained by each of them in the conduct of the business of the Partnership 
to the fullest extent permitted under the provisions of the Act.  In 
particular, and without limitation of the foregoing, each General Partner 
shall be entitled to indemnification by the Partnership to the fullest extent 
permitted by the Act against the reasonable and ordinary expenses (including, 
without limitation, attorneys' fees and disbursements) actually incurred by 
the General Partner in connection with the defense of any action to which a 
General Partner was, is or is threatened to be made a party and which is 
brought by or in the right of the Partnership to procure a judgment in favor 
of the Partnership.

         2.4. OTHER ACTIVITIES OF GENERAL PARTNER AND LIMITED PARTNERS. The
Managing General Partner is authorized to manage the business of the
Partnership in conjunction with its other business interests, activities and
investments and, subject to the provisions of Section 2.2 hereof, will not be
obligated to devote all or any particular part of its time and effort to the
Partnership and its affairs.  Neither this Agreement nor any activity
undertaken on behalf of the Partnership shall prevent any General Partner or
any of its  shareholders, directors, officers, affiliates, partners or
employees or the Limited Partners from engaging in any other activities or
businesses or from making any other investments, whether or not such 

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activities, businesses or investments are similar in nature to the business of
the Partnership or whether they are conducted individually or jointly with
others, without any obligation to account to the other Partners for such
activities, businesses or investments or to disgorge any profits or other
benefits derived therefrom and without having to offer an interest in such
activities, businesses or investments to the other Partners.  A General
Partner, acting in its sole discretion but in accordance with arm's-length
terms and conditions, may engage in, compensate with Partnership funds and
otherwise do business with any person, firm or corporation notwithstanding
that such person, firm or corporation is an affiliate (or an affiliate of an
affiliate) of any Partner.

         2.5. LIMITED PARTNERS.  The Limited Partners will not participate in
any way in the management or control of the business of the Partnership.

         2.6. FAILURE TO TAKE ACTION.  No General Partner will be liable to
the Partnership or any of the Partners for its failure to take any action,
including, but not limited to, any action on behalf of the Partnership which
may prevent the foreclosure of all or any portion of the property of the 
Partnership, including, without limitation, the Facility, due to the
Partnership's lack of sufficient funds therefor.  The Managing General Partner
shall have the power, but shall not be obligated, to (i) sell all or any 

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portion of the property of the Partnership in order to raise such funds, or
(ii) cause the dissolution of the Partnership or the abandonment of all or any
portion of its property or both, without any liability whatsoever and without
prejudice to any claim that any General Partner or the Partnership may have
against the Limited Partners for the breach of any provisions of this
Agreement.

         2.7. REIMBURSEMENT.  The Managing General Partner shall be
reimbursed for all reasonable and ordinary costs incurred in the performance
of its duties on behalf of the Partnership, including, but not limited to,
organization expenses, sales commissions, marketing costs, fees for
professional services and similar expenses.  Any amounts not paid out of the
initial capital contributions to the Partnership shall be payable out of
future Partnership revenues and receipts.

         2.8. NO PERSONAL LIABILITY FOR RETURN OF CAPITAL.  Except as
otherwise specifically provided herein, no General Partner shall be personally
liable for the return or repayment of all or any portion of the capital
contributions or profits of any Partner (or assignee), it being expressly 
agreed that any such return or repayment of capital or profits made pursuant
to this Agreement shall be made solely from the assets of the Partnership
(which shall not include any right of contribution from any General Partner).


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         2.9. COMPENSATION PAYABLE TO THE MANAGING GENERAL PARTNER.  The
Partnership shall pay the Managing General Partner a management fee
("Management Fee") equal in amount to one percent (1%) of the Partnership's
revenues each fiscal year plus an Administrative Services Fee which shall be
the greater of $10,000 per month or four percent (4%) of the Partnership's
revenue, which Management and Administrative Services Fees may be payable in
installments of such amounts and at such times during the Partnership's fiscal
years as shall be determined by the Managing General Partner.  Solely for
purposes of computing the Management and Administrative Services Fees, the
term "revenues" shall mean all cash received by the Partnership during any
fiscal year as a result of its operations plus any gain realized by the
Partnership during such year from sales of its assets, but specifically
excluding therefrom all capital contributions, loans or other advances made to
the Partnership.  To the extent the Partnership is unable to make prompt
payment of such fees, they shall be deferred and paid, together with interest
on the deferred amount at the Prime Rate, as defined in Section 3.5, below.

                                  ARTICLE III.

                             CAPITAL CONTRIBUTIONS

         3.1. CONTRIBUTIONS BY THE GENERAL PARTNERS.  The General Partners
shall make the respective initial contribu- 

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tions indicated in Schedule 3.1.  A General Partner may contribute any greater
amount to the Partnership. 

         3.2. CAPITAL CONTRIBUTIONS BY THE LIMITED PARTNERS.  Each Limited
Partner shall be required to make an initial capital contribution to the
Partnership in the amount indicated in Schedule 3.2.  The Limited Partners
shall have no right to contribute additional capital in excess of that
required hereunder unless the Managing General Partner in its sole discretion,
so agrees.

         3.3. ADDITIONAL CAPITAL CONTRIBUTIONS.  The Limited Partners shall
be required to make additional contributions to the Partnership in the
respective amounts and under the circumstances indicated in Schedule 3.3, upon
written notice by the Managing General Partner.  No Limited Partner will be
required to contribute any capital or lend any funds to the Partnership except
as provided in Sections 3.2 and 3.3 hereof.  No General Partner will be
required to contribute any capital or lend any funds to the Partnership except
as provided in Sections 3.1 and 8.3 hereof and except as may be required by
applicable law or as may be necessary, in the opinion of counsel to the
Partnership, in order that  the Partnership be classified as a partnership for
Federal income tax purposes.

         3.4. WITHDRAWAL OF CAPITAL.  No Partner will be entitled to withdraw
any part of his contribution to the capital of the Partnership or to receive
any distribution 

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from the Partnership except as specifically provided for herein, nor shall any
Partner have the right to cause a partitioning of Partnership property. 
Distributions, as herein provided, to the Partners may be made, in the sole
discretion of the Managing General Partner, in cash, in kind or any
combination thereof.

         3.5. DEFAULTS BY LIMITED PARTNERS.  In the event a Limited Partner
defaults in the payment of his capital contribution, the Managing General
Partner will send a notice (the "Default Notice") to the defaulting Limited
Partner demanding the payment as to which the default occurred.  If the
defaulting Limited Partner does not make such payment within ten (10) days
after the mailing date of the Default Notice, the Managing General Partner, at
its option, may pursue, on behalf of the Partnership, any remedies the
Partnership or the Managing General Partner may have to collect such amount,
together with interest thereon at a rate per annum equal to the prime
commercial lending rate publicly announced by Citibank, N.A. in effect from
time to time on 90-day unsecured loans to its most creditworthy borrowers 
(the "Prime Rate"), plus 2%, and together with all costs and expenses incurred
by the Partnership in connection therewith (including, without limitation,
reasonable attorneys' fees and disbursements).  A Limited Partner who defaults
in the payment of its capital contribution and fails to cure such default
within ten (10) 

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days of receiving a Default Notice in respect thereof shall forfeit all
profits and cash distributions for the fiscal year in which the default occurs
and for all subsequent fiscal years until an amount equivalent to the total
capital contribution subscribed for by such defaulting Limited Partner plus
the other sums provided for herein are paid to the Partnership.  Upon payment
of the total capital contributions and the other sums provided for herein, a
formerly defaulting Limited Partner shall be entitled to share in all
Partnership profits and cash distributions for the fiscal year in which such
cure payment occurs, provided that the amounts of profits and cash
distributions shall be prorated to reflect the periods of time during which
the Limited Partner was in default, and the period after cure.

                                  ARTICLE IV.

                        CAPITAL ACCOUNTS; ALLOCATIONS OF
                       PROFITS AND LOSSES; DISTRIBUTIONS
                                        
         4.1. CAPITAL ACCOUNTS.  Each Partner shall have a capital account
("Capital Account").

              (a)  CREDITS.  Each Partner's Capital Account shall be
increased by (i) the amount of money contributed by such Partner to the
Partnership, including, for this purpose, the amount of Partnership
liabilities assumed by such Partner, (ii) the fair market value of any
property contributed by such Partner to the Partnership (net of

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liabilities secured by such contributed property that the Partnership is
considered to assume or take subject to under Code Section 752) and (iii) the
Book income or gain (or items thereof) allocated to such Partner hereunder,
including income and gain exempt from tax and income and gain in respect of
contributed or revalued property.

              (b)  DEBITS.  Each Partner's Capital Account shall be decreased
by (i) the amount of money distributed to such Partner, including, for this
purpose, the amount of the Partner's liabilities assumed by the Partnership,
(ii) the fair market value of any property distributed to such Partner (net of
liabilities secured by such distributed property that the Partner is
considered to assume or take subject to under Code Section 752), and (iii) any
Book loss or deduction  allocated to such Partner hereunder, including
expenditures described in Code Section 705(a)(2)(B) and including loss or
deduction in respect of contributed or revalued property.

              (c)  RULES OF MAINTENANCE; "BOOK" ITEMS.  The Capital Accounts
of the Partners shall be further determined and maintained as necessary to
comply with Treas. Reg. Section 1.704-1(b)(2)(iv).  The term "Book" when used
in the context of income, gain, expense, loss, deduction, or value, means the
method of accounting prescribed for compliance with the capital account
maintenance rules set forth in the Regulations under Code Section 704.

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              (d)  REVALUATION.  Partnership property (whether tangible or
intangible) shall be revalued on the books of the Partnership under the
circumstances and to the extent set forth in Treas. Reg. Section
1.704-1(b)(2)(iv)(f).  In connection therewith, the Capital Accounts shall be
adjusted for allocations of depreciation, depletion, amortization, and gain or
loss for Book purposes with respect to such property so as to take account of
the variation between the adjusted basis and Book value of such property in
the same manner as under Code Section 704(c).

              (e)  DISTRIBUTIONS OF PROPERTIES.  In the event of a
distribution of Partnership property to any Partner, the Capital Accounts of
the Partners shall be adjusted in accordance with Treas. Reg. Section
1.704-1(b)(2)(iv)(e).

              (f)  TRANSFERS.  Upon the transfer of all or a part of a
Partner's interest in the Partnership, the Capital Account of the transferor
that is attributable to the transferred interest shall carry over to the
transferee.

         4.2. GENERAL ALLOCATIONS.

              (a)  PROFITS.  Subject to the special allocations under
Sections 4.3 and 4.3.1, profits for any fiscal year shall be allocated among
the Partners
                   (i)  first, until the amount of profits allocated under
Sections 4.2, 4.3 and 4.3.1 for the fiscal year and all prior fiscal years
equals the amount of losses

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allocated under Sections 4.2, 4.2.1, 4.2.2 and 4.3.1 for all prior fiscal
years, in the same proportion as such losses have been allocated; and

                   (ii) the balance, in accordance with the proportions
indicated in Schedule 4.2 hereto.

              (b)  LOSSES.  Subject to the special allocations under Sections
4.3 and 4.3.1, and subject to Sections 4.2.1 and 4.2.2, losses for any fiscal
year shall be allocated among the Partners

                   (i)  first, until the amount of losses allocated under
Sections 4.2, 4.2.1, 4.2.2 and 4.3.1 for the fiscal year and all prior fiscal
years equals the amount of profits allocated under Sections 4.2, 4.3 and 4.3.1
for all  prior fiscal years, in the same proportion as such profits have been
allocated; and

                   (ii) the balance, in accordance with the proportions
indicated in Schedule 4.2 hereto.

              4.2.1.    EXCESS LOSSES.  Losses shall not be allocated to any
Limited Partner to the extent (the "Excess Losses") that such allocation would
cause or increase a deficit balance in such Partner's Capital Account.  For
this purpose, a Partner's Capital Account shall include any amounts that the
Partner is then obligated to restore or is treated under Treas. Reg. Section
 1.704-1(b) or Temporary Regulations thereunder as obligated to restore,
except that no amount of Minimum Gain (as described in Section 4.3(b))

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shall be included (or reduce any deficit balance).  Excess Losses shall be
allocated to the General Partner.

              4.2.2.    NONRECOURSE DEDUCTIONS.  

                   (a)  The allocation of nonrecourse deductions (as defined
and determined in Treas. Reg. Section 1.704-1T(b)(4)) shall be made among the
Partners as indicated in Schedule 4.2.2.

                   (b)  Solely for purposes of determining a Partner's
proportionate share of the "excess nonrecourse liabilities" of the Partnership
within the meaning of Treas. Reg. Section 1.752-1T(e)(3)(ii), the Partners'
interests in Partnership profits are as indicated in Schedule 4.2.2.

         4.3. Certain Regulatory Allocations.  Subject to the provisions of
paragraph (c) of this Section 4.3, the following special allocations shall be
effected.

              (a)  QUALIFIED INCOME OFFSET.  If any Partner receives an
unexpected adjustment, allocation or distribution described in Treas. Reg.
Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) items of income and gain
(consisting of a pro rata portion of each item or partnership income,
including gross income, and gain for such year) shall be allocated to such
Partner in an amount and manner sufficient to eliminate the deficit Capital
Account balance, or any increase in such deficit balance, caused by such
unexpected adjustment, allocation, or distribution as quickly as possible.

              (b)  NONRECOURSE DEBT CHARGEBACKS.


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                   (i)  If there is a net decrease in partnership minimum
gain (as defined in and measured pursuant to Treas. Reg. Section
1.704-1T(b)(4)(iv), which is referred to herein as "Minimum Gain") for a
taxable year, each Partner will be allocated, before any other allocation of
Partner items made pursuant to this Agreement, items of income and gain for
the taxable year and, if necessary, subsequent taxable years, in proportion
to, and to the extent of an amount equal to the greater of (i) the portion of
such partner's share (as determined under Treas. Reg. Section
1.704-1T(b)(4)(iv)(e) and (f)) of the net decrease in Partnership  Minimum
Gain during such year that is allocable to the disposition of partnership
property subject to one or more nonrecourse liabilities of the partnership or
(ii) the deficit balance in the Partner's Capital Account at the end of the
year (determined, for this purpose, before any allocation of income, gain,
loss, deduction, or Code Section 705(a)(2)(b) expenditure for such year) and
otherwise in the amounts required by Treas. Reg. Section
1.704-1T(b)(4)(iv)(e), with which this Section 4.3(b)(i) is intended to
comply.

                   (ii) If there is a net decrease in Minimum Gain
attributable to any nonrecourse debt (as defined in Treas. Reg. Section
1.704-1T(b)(4)(iv)(k)(2)) of the Partnership for which any partner bears the
economic risk of loss (which is referred to herein as "Partner Nonrecourse
Debt") for a taxable year, each Partner will be allocated, before any other
allocation of Partner items made pursuant 


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to this Agreement (other than a chargeback pursuant to Section 4.3(b)(i)),
items of income and gain for the taxable year and, if necessary, subsequent
taxable years, in proportion to, and to the extent of an amount equal to the
greater of (i) the portion of such partner's share (as determined under Treas.
Reg. Section 1.704-1T(b)(4)(iv)(h)) of the net decrease in Minimum Gain
attributable to Partner Nonrecourse Debt during such year that is allocable to
the disposition of partnership property subject to such debt or (ii) the
deficit balance in  the Partner's Capital Account at the end of the year
(determined, for this purpose, before any allocation of income, gain, loss,
deduction, or Code Section 705(a)(2)(b) expenditure for such year) and
otherwise in the amounts required by Treas. Reg. Section
1.704-1T(b)(4)(iv)(h)(4), with which this Section 4.3(b)(ii) is intended to
comply.

              For purposes of this Section 4.3(b), the determination of
whether any distribution by the Partnership is allocable to the proceeds of a
nonrecourse liability of the Partnership shall be made by the Managing General
Partner, in its discretion, under any reasonable method in accordance
with Treas. Reg. Section 1.704-1T(b)(4)(iv)(g)(4) or Section
1.704-1T(b)(4)(iv)(h)(7) such that, to the greatest possible extent, such
distribution would not result in an allocation under this Section 4.3(b) that
would distort the Partners' intended allocation of profits and losses as
indicated in Sections 4.2, 4.2 and 4.2.2.


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              (c)  DEFICIT BALANCE.  Solely for the purposes of this Section
4.3, there will be excluded from a Partner's deficit balance in its Capital
Account any amount the Partner is then obligated to restore or treated under
Treas. Reg. Section 1.704-1(b) or Temporary Regulations thereunder as
obligated to restore to its Capital Account, including, without limitation,
the Partner's share of Minimum Gain. 

              4.3.1.    CURATIVE ALLOCATIONS.  The allocations set forth in
Section 4.3 hereof are intended to comply with certain requirements of
Sections 1.704-1(b) and 1.704-1T of the Treasury Regulations.  The Partners
hereby acknowledge and agree that such allocations may cause results that are
not consistent with the manner in which the Partners intend to share profits
or bear losses of the Partnership.  Accordingly, the Managing General Partner
is hereby authorized and directed to make other allocations of profit, loss,
Book depreciation, Book gain, and Book loss among the Partners in any
reasonable manner in its discretion so as to correct such inconsistencies and
allow the Partners' intended transaction to result.  In general, the Partners
anticipate that this will be accomplished by specially allocating items among
the Partners so that, after such offsetting special allocations under this
Section 4.3.1 are made, each Partner's Capital Account will, to the extent
possible, equal the Capital Account such Partner would have had if the
allocations in Section 4.3 were not a part of 


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this Agreement and all Partnership items had been allocated to the Partners
solely pursuant to Sections 4.2, 4.2.1 and 4.2.2.

              4.3.2.    TAX ALLOCATIONS; CODE SECTION 704(C); ELECTIONS.

                   (a)  CORRESPONDENCE.  Except as otherwise provided in this
Section 4.3.2, all items of income, gain,  loss, and deduction shall be
allocated among the Partners for federal income tax purposes in the same
manner as the corresponding allocations for Book purposes.

                   (b)  CODE SECTION 704(c) PRINCIPLES.  In cases in which 
Code Section 704(c) applies to Partnership property, the Capital Accounts 
shall be adjusted in accordance with this Section 4.3.2(b) for allocation to 
the Partners of depreciation, depletion, amortization, and gain or loss as 
computed for Book purposes with respect to such property.  In the event that 
the Book value of an item of Partnership property differs from its adjusted 
tax basis, allocations of depreciation, depletion, amortization, gain, and 
loss with respect to such property will be made in a manner that takes 
account of the variation between the adjusted tax basis and Book value of 
such property to the extent required by Code Section 704(c).  The amount of 
Book depreciation, depletion or amortization for a period with respect to an 
item of Partnership property is the amount that bears the same relationship 
to the Book value of such

                                      -23-


<PAGE>

property as the depreciation (or cost recovery deduction), depletion or 
amortization computed for tax purposes with respect to such property for such 
period bears to the adjusted tax basis of such property.

                   (c)  ELECTIONS; DECISIONS.  For tax purposes, any
elections, including under Code Section 754, and  any decisions relating to
the allocations of profits, losses or any other items shall be made by the
Managing General Partner in its discretion, in a manner that reasonably
reflects the intent of the parties hereunder.

              4.3.3.    TIMING.

                   (a)  Allocations in the case of Partners admitted during a
taxable year shall be made in accordance with Code Section 706, using any
convention permitted by law and selected by the Managing General Partner in
its discretion.

                   (b)  For purposes of determining Profits, Losses or any
other items allocable to any period, the same shall be determined on a daily,
monthly or other basis permitted under Code Section 706, as determined by the
Managing General Partner in its sole discretion.

         4.4. LIQUIDATIONS.  Upon liquidation as defined in Treas. Reg.
Section 1.704-1(b)(ii) of the Partnership or any Partner's interest therein,
liquidating distributions shall be made in accordance with the Partner's
positive Capital Account balances, as determined after taking into account


                                      -24-


<PAGE>


 all adjustments to such Capital Accounts provided for herein (including those
for the taxable year during which such liquidation occurs), by the end of the
Partnership's taxable year during which such liquidation occurs or, if later,
within 90 days after the date of such liquidation.  Any  obligation of a
Partner to make contributions to the Partnership shall be satisfied no later
than the end of the partnership taxable year in which such Partner's interest
is liquidated, or if later, within 90 days after the date of such liquidation.

         4.5. CERTAIN DISTRIBUTIONS.  Distributions other than of the
proceeds of sales or refinancings of fixed Partnership assets may be
distributed among the Partners in the sole discretion of the Managing General
Partner from time to time, in such respective amounts as it deems appropriate.

         4.6. DISTRIBUTION OF CASH FROM SALES AND CASH FROM FINANCINGS.  Cash
from Sales and Cash from Financings shall, after payment of all Partnership
liabilities which are then due (including obligations to Partners and their
Affiliates) and the setting aside of reasonable reserves be distributed to the
Partners with positive Capital Account balances (after such Capital Accounts
have been adjusted to reflect the allocation of gain or loss arising from such
event and after any allocations under Section 4.3.1) in the 


                                      -25-


<PAGE>

proportions that such positive balances bear to each other, in an amount
sufficient to reduce such balances to zero.

         4.7. DETERMINATION OF TIME AND AMOUNT OF DISTRIBUTIONS.  The time
and amount of all distributions made pursuant to this Article IV shall be
determined by the Managing General Partner.

         4.8. DEFINITIONS.  As used herein, the following terms shall have
the following meanings:

         "Cash from Financings" means the net cash proceeds realized by the
Partnership from the financing of any of the Partnership's assets or the
refinancing of any Partnership indebtedness after deduction of all expenses
incurred in connection therewith, less such amounts for construction,
reconstructing, rehabilitation, repair, working capital, working capital
reserves, and any amounts repaid to lenders, all as the Managing General
Partner deems reasonably necessary for future Partnership operations and plus
any cash released from such reserves.

         "Cash from Sales" means the net cash proceeds realized by the
Partnership (after deduction of brokerage commissions and all other related
expenses) from the sale, exchange, condemnation or other disposition of any of
its assets and any insurance proceeds received by the Partnership from any
insurance policy insuring against physical damage to Partnership assets, after
deduction of all expenses incurred in connection therewith and payment of any 


                                      -26-


<PAGE>

underlying indebtedness related to the assets sold or disposed of, less such
amounts for working capital reserves as the Managing General Partner deems
reasonably necessary for future Partnership operations and plus any cash
released from such reserves.

                                   ARTICLE V.

                                LIMITED PARTNERS

         5.1. LIMITED LIABILITY.  The Limited Partners shall not have any
personal liability or obligation for any debt, liability or other obligation
of the Partnership except as provided in the Act.  No Limited Partner shall be
responsible for the obligations of any other Partner.

         5.2. CERTIFICATE OF LIMITED PARTNERSHIP INTEREST.  A Limited
Partner's interest in the Partnership and its rights and obligations hereunder
shall be represented by a Certificate of Limited Partnership Interest.  The
Managing General Partner shall maintain, in the Partnership's principal
office, a Certificate Registry indicating the name and address of the record
owner of each such Certificate.

                                  ARTICLE VI.

                           RECORDS, REPORTS AND TAXES

         6.1. FISCAL YEAR, ACCOUNTING AND REPORTS.  The fiscal year of the
Partnership for both accounting and 


                                      -27-


<PAGE>

Federal income tax purposes shall be such fiscal year as may be required by
Section 706(b) of the Code, as determined by the Managing General Partner, and
the Partnership shall utilize the accrual method of accounting for financial
and income tax purposes.  At all times during the continuance of the
Partnership, the Managing General Partner shall keep or  cause to be kept full
and faithful books of account in which shall be entered fully and accurately
each transaction of the Partnership.  The books of the Partnership shall be
audited annually at the expense of the Partnership by such independent
certified public accounting firm as the Managing General Partner shall
designate (any such firm from time to time so designated being herein referred
to as the "Partnership's accountants"), and the annual audited financial
statements of the Partnership, as prepared by the Partnership's accountants,
shall be transmitted by the Managing General Partner to the Partners within
one hundred twenty (120) days after the end of each fiscal year.  Such
statements shall include a report of (a) each Partner's share of the
Partnership's profits, losses and cash receipts for such year and (b) each
Partner's Capital Account as of the end of such year maintained pursuant to
Article IV hereof.

         All questions of accounting relating to such audited financial
statements and annual reports to Partners shall be determined by the
Partnership's accountants, and their reasonable determination sh7all be final
and binding on 

                                      -28- 

<PAGE>

all Partners.  The financial statements so delivered may be changed from time
to time to cure errors or omissions and to give effect to any retroactive
costs or adjustments.  All costs and expenses incurred in connection with such
reports and statements shall constitute expenses of the Partnership.

         6.2. INSPECTION; REPORTS.  All books and records of the Partnership
will be open to inspection and examination at all reasonable times by the
Partners or their representatives and by any former Partner and his
representatives prior to receipt and acceptance by such former Partner of his
full distributive share upon his withdrawal from or the dissolution of the
Partnership, and, thereafter, at such times as will be necessary in order to
enable such former Partner to prepare or process through an audit of his
Federal, state or local income or estate tax returns.

         6.3. BANK ACCOUNTS.  The Managing General Partner, on behalf of the
Partnership, shall open and maintain a bank account or accounts in which shall
be deposited all of the capital, cash receipts and other funds of the
Partnership.  All withdrawals from the Partnership's bank accounts shall be
made upon checks or instructions signed by the Managing General Partner or
such person or persons and in such matters as the Managing General Partner may
from time to time designate.

                                      -29- 
<PAGE>

                                  ARTICLE VII.

                     DISTRIBUTIONS, WITHDRAWALS, ADMISSION
                        AND REPLACEMENT OF PARTNERS, AND
                       TRANSFER OF PARTNERSHIP INTERESTS
                                        
         7.1. DISTRIBUTIONS TO PARTNERS.  The Managing General Partner shall
have sole discretion in determining the amount and frequency of distributions
which the Partnership shall make.

         7.2. DEATH, INCOMPETENCE, DISSOLUTION OR WITHDRAWAL OF A LIMITED
PARTNER.

              (a)  No Limited Partner may withdraw from the Partnership or
retire as a Limited Partner without the prior written consent of the Managing
General Partner.

              (b)  Upon the death, incompetency, insanity, legal incapacity,
bankruptcy or insolvency of an individual Limited Partner (including a
substituted Limited Partner), his legally authorized personal representative
shall have all of the rights of a Limited Partner for the purpose of settling
or managing his estate, and shall have such power as the decedent,
incompetent, bankrupt or insolvent Limited Partner possessed to make an
assignment of his interest in the Partnership in accordance with the terms
hereof.
              (c)  Upon the bankruptcy, insolvency, dissolution or other
cessation to exist as a legal entity of any Limited Partner which is not an
individual, the authorized representative of such entity shall have all the  

                                      -30- 

<PAGE>

rights of a Limited Partner for the purpose of effecting the orderly winding
up and disposition of the business of such entity and such power as such
entity possessed to make an assignment of its interest in the Partnership in
accordance with the terms hereof.

         7.3. TIMING OF WITHDRAWAL.  Withdrawal of a Limited Partner shall
not occur for purposes of computing the withdrawing Limited Partner's
distributive interest pursuant to this Agreement until the last business day
of the calendar quarter in which such event of withdrawal has taken place. 
For all other purposes of this Agreement, such withdrawal shall be deemed to
have occurred on the date upon which the Managing General Partner gives notice
of its consent to the Limited Partner's withdrawal.

         7.4. DISTRIBUTION ON WITHDRAWAL.  Upon the withdrawal of a Limited
Partner or upon the termination of the Partnership, all in accordance with the
terms of this Agreement, each withdrawing Limited Partner, or each Partner, as
the case may be, shall be paid his respective distributive interest in cash or
in kind in accordance with the Partners' respective Capital Account balances.

         7.5. TIME PAYMENT.  The distributive interest of any Partner
withdrawing pursuant to this Agreement shall be paid within the period
specified in Section 4.4 hereof.  If there are any assets which cannot be
properly valued on the  withdrawal date, then each Partner's proportionate
amount of 

                                      -31- 
<PAGE>

any such assets may be retained in the Partnership until such time when the
assets can be properly valued.  If there is any pending transaction or claim
by or against the Partnership involving or which may affect the Capital
Accounts or obligations of a withdrawing Partner which cannot, in the judgment
of the Managing General Partner, be then ascertained, the proportionate amount
thereof or the proportionate probable loss therefrom may be retained in the
Partnership until the liquidation of the Partnership.  In this situation, no
amount shall be paid or charged to any such Partner or his personal
representative on account of any transaction or claim until its final
liquidation or at such time as the Managing General Partner shall determine. 
In the meantime, however, the Partnership may retain from other sums due such
Partner or his personal representative an amount which the Managing General
Partner estimates may be sufficient to cover the share of such Partner in any
probable loss or liability on account of such transaction or claim.

         7.6. Continuance of Partnership.  Neither the complete nor partial
withdrawal of a Limited Partner, in and of itself, shall terminate or dissolve
the Partnership.

         7.7. Rights and Obligations Upon Withdrawal.  Upon the complete
withdrawal of a Limited Partner, all of his rights in specific Partnership
property of every kind  whatsoever, including, but not limited to, all books
of 






                                      -32- 
<PAGE>

account, records, and papers of the Partnership, shall immediately and without
further assignment, pass to and become vested in the remaining or surviving
Partners.  The withdrawing Limited Partner or his legal representatives shall
have only the right to receive the distributions to withdrawn Limited Partners
provided for under this Agreement.  A withdrawn Limited Partner or his
personal representatives shall have such access to the books and other data of
the Partnership to the extent necessary to obtain full information with
respect to his distributive interest, but this right continues only until the
distributive interest has been determined as provided under this Agreement.

         7.8. Transfer of Limited Partnership Interests.

              (a)  A Limited Partner shall have the right to assign his right
to share in such profits and losses, to receive such distribution or
distributions and to receive such allocations of income, gain, loss, deduction
or credit to which the assigning Limited Partner was entitled, provided that
the assigning Limited Partner obtains the consent of the Managing General
Partner to such assignment, which consent may be withheld only if (i) in the
opinion of the Managing General Partner the proposed assignment would result
in adverse Federal income tax consequences to the Partnership, or (ii) the
proposed assignment would not comply with Section 9.1(c) hereof.  In the event
that the 




                                      -33- 
<PAGE>

Managing General Partner has not given written notification to the assigning
Limited Partner of the Managing General Partner's objection to the proposed
assignment within sixty (60) days following the assigning Limited Partner's
written notice to the Managing General Partner of the proposed assignment, the
Managing General Partner's consent to the assignment shall be deemed to be
given.

              (b)  Notwithstanding the Managing General Partner's consent to
a Limited Partner's assignment under subsection (a) of this Section, the
assignee shall not become a substituted Limited Partner hereunder unless (i)
such assignment is by an instrument, in form and substance satisfactory to the
Managing General Partner, including (A) an expression by the assignee of his
intention to be substituted as a Limited Partner and his acceptance and
adoption of all of the terms and provisions of this Agreement, as the same may
be amended from time to time, and (B) a provision for the payment otherwise
than by the Partnership of all reasonable expenses incurred by the Partnership
in connection with such admission, including, but not limited to, the cost of
preparing, filing and publishing the necessary amendment or amendments to the
Certificate of Limited Partnership; and (ii) the Managing General Partner
shall have given its consent to the admission of such assignee as a
substituted  Limited Partner hereunder, which consent may be withheld in the
Managing General Partner's absolute discretion.  Each substituted 




                                      -34- 
<PAGE>

Limited Partner shall be entitled to the same rights and powers as were
possessed by his assignor, including the right to sell or assign his interest
in the Partnership in the same manner and subject to the same conditions.

         7.9. Invalid Assignment.  The foregoing provisions of this Article
VII to the contrary notwithstanding, any assignment or transfer of a Partner's
interest in the Partnership to a person below twenty-one years of age, to a
person who has been adjudged incompetent or insane or to a person or
organization prohibited by law from holding such interest shall be void and
shall not bind the Partnership.

         7.10.     Admission of New Partners.  No new General Partner may be
admitted to the Partnership without the prior consent of the Managing General
Partner and at least a majority-in-interest of the other General Partners, if
any, and no new Limited Partners may be admitted to the Partnership without
the prior consent of the Managing General Partner.  The admission of
additional Partners is further subject to the condition that each such
additional Partner execute this Agreement or an appropriate supplement hereto,
pursuant to which he agrees to be bound by the terms and provisions hereof. 
The admission of an additional Partner  pursuant to this Section 7.10 shall
not be cause for dissolution of the Partnership.

         7.11.     Withdrawal of General Partner; Successor Managing General
Partners.  The Partnership shall have a 

                                      -35-


<PAGE>


Managing General Partner at all times and may have such number of additional
General Partners as are admitted to the Partnership in accordance with Section
7.10.  The death, disability, incapacity, resignation or other withdrawal in
the case of a General Partner who is a natural person or the bankruptcy,
dissolution, cessation to act as a legal entity, resignation or other
withdrawal in the case of any other General Partner shall not cause a
dissolution of the Partnership and the business of the Partnership shall be
carried on by the remaining General Partners.  Upon the withdrawal of the
Managing General Partner, a successor shall be elected by a
majority-in-interest of the remaining General Partners and if there is only
one remaining General Partner, then such General Partner shall act as Managing
General Partner.  In the event of a deadlock, the Managing General Partner
shall be the first additional General Partner to be admitted to the
Partnership.  If, at the time of the withdrawal of the Managing General
Partner, there are no other General Partners, such Managing General Partner
shall have the right to appoint a successor in its sole and absolute
discretion provided that such substitute Managing General  Partner satisfies
the conditions set forth in Section 7.10.  If, at the time of the withdrawal
of the Managing General Partner, there are no other General Partners and the
withdrawing General Partner has failed to appoint a successor in accordance
with the preceding sentence, the Partnership shall not be dissolved and the

                                      -36-


<PAGE>

business shall continue if, within ninety (90) days from the date of such
withdrawal, all of the Limited Partners agree in writing to continue the
business of the Partnership and to the appointment, effective as of the date
of such withdrawal, of a Managing General Partner and such additional General
Partners as are desired provided that such newly appointed Managing General
Partner and additional General Partners, if any, satisfy the conditions set
forth in Section 7.10.

                                 ARTICLE VIII.
                    DISSOLUTION, LIQUIDATION AND TERMINATION
         8.1. Dissolution.  The Partnership shall terminate and shall
immediately be dissolved five (5) years following the date of the expiration
or other termination of the last to expire or terminate of any agreement
pursuant to which the Partnership will provide any person with electricity,
domestic hot water, heating or cooling.

         The Partnership shall also be dissolved on the earlier happening of
any of the following events:  (i) upon the sale or other disposition of all of
the Partnership's assets in accordance with the provisions of this Agreement; 
(ii) upon the bankruptcy, dissolution or other cessation to exist as a legal
entity (other than pursuant to a merger, reorganization or transfer of stock)
of all of the General Partners (including, in the case of a General Partner
which 



                                      -37-


<PAGE>

is a natural person, his death, disability or incapacity), unless a successor
Managing General Partner is elected in accordance with Section 7.11; or (iii)
upon the occurrence of any other event which, under the provisions of the Act,
would cause a dissolution of the Partnership.

         8.2. Final Accounting.  Upon the dissolution of and failure to
reconstitute the Partnership, an audit and accounting shall be made by
independent certified accountants selected by the Managing General Partner of
the accounts of the Partnership and of the Capital Accounts of each Partner,
and of the Partnership's assets, liabilities, and changes in financial
condition, from the date of the last previous accounting to the date of such
dissolution.  The Managing General Partner, or such person or persons
designated by it, shall act as liquidating trustee or trustees and immediately
proceed to wind-up and terminate the business and affairs of the Partnership
and liquidate the property and assets of the Partnership.  In the event the
dissolution is caused by the bankruptcy, dissolution or other cessation to
exist as a  legal entity of the Managing General Partner, the liquidating
trustee or trustees shall be designated in accordance with the
majority-in-interest of the remaining Partners.  During the interim, the
liquidating trustee shall continue to exploit the rights and properties of the
Partnership consistent with the liquidation thereof, exercising in connection
therewith all of the power and 



                                      -38-


<PAGE>

authority of the Managing General Partner as herein set forth.

         8.3. Liquidation and Termination.  Upon liquidation of the
Partnership, if any General Partner shall have a deficit balance in his
Capital Account, such General Partner shall contribute to the Partnership such
amount as shall be necessary to eliminate such deficit balance in cash by the
close of the Partnership's fiscal year in which such liquidation occurs or, if
later, within ninety (90) days after such liquidation, and such amount shall
be subject to claims of creditors of the Partnership or available for
distribution to the other Partners in accordance with the positive balance in
the Capital Accounts of such other Partners.  As expeditiously as possible but
in no event later than one (1) year after the occurrence of an event of
dissolution within the time required under Section 4.4 hereof (provided the
Partnership shall not have been continued pursuant to Section 8.1 hereof), the
liquidating trustee shall distribute the assets of the Partnership in the 
following order of priority:  First, all liabilities and obligations of the
Partnership to creditors, including Partners, shall be paid or provided for
(whether by such reserve as the liquidating trustee shall deem appropriate or
otherwise); and Second, the cash and other property remaining shall be
distributed to the Partners in accordance with Section 4.4 hereof.  The
liquidating trustee shall have 



                                      -39-


<PAGE>

power to establish reserves for the payment of liabilities and obligations of
the Partnership, as aforesaid, in such amounts as the liquidating trustee
shall deem appropriate.  All saleable assets of the Partnership may be sold in
connection with any liquidation at public or private sale and at such price
and upon such terms as the liquidating trustee in its sole discretion may deem
advisable.  Any Partner and any partnership, corporation or other firm in
which any Partner is in any way interested may purchase assets at such sale. 
The distribution of Partnership assets hereunder may be made in cash or in
kind, in the sole and absolute discretion of the liquidating trustee.

         8.4. Use of Partnership Name Upon Dissolution.  At no time during
the operation of the Partnership or upon the termination and dissolution of
the Partnership shall any value be placed upon the firm name, or the right to
its use, or to the goodwill, if any, attached thereto, either between the
Partners or for the purpose of determining any distributive interest of any
Partner in accordance with this Agreement.  The personal representatives of
any deceased Partner shall not have any right to claim such value.

                                  ARTICLE IX.
                         REPRESENTATIONS AND WARRANTIES



                                      -40-


<PAGE>
         9.1. Representations, Warranties and Agreements of the Limited
Partners.  Each Limited Partner represents and warrants to, and agrees with,
the other Partners as follows:

              (a)  The Limited Partner has full right, power and authority to
execute and deliver this Agreement and to perform each of his obligations
hereunder.  This Agreement has been duly executed and delivered on behalf of
the Limited Partner and constitutes the valid and binding obligation of the
Limited Partner in accordance with its terms.  The Limited Partner is not
subject to any restriction or agreement which prohibits or would be violated
by the execution and delivery hereof or the consummation of the transactions
contemplated herein or pursuant to which the consent of any third person, firm
or corporation is required in order to give effect to the transactions
contemplated herein;

              (b)  The Limited Partner (i) has such knowledge of business and
financial affairs as is necessary to enable him to understand the highly
speculative nature of and the risks attendant to investments in securities in
general  and to an investment in the Partnership in particular, and to
understand the particular financial, legal and tax implications of the
business to be conducted by the Partnership; (ii) has determined on the basis
of consultations with his own legal and tax advisors that the purchase of an
interest in the Partnership is consistent 



                                      -41-


<PAGE>

with his own investment objectives and income prospects; and (iii) has had
access to any and all information concerning the Partnership which he and his
legal and tax advisors requested or considered necessary to make a proper
evaluation of his investment.

              (c)  The Limited Partner understands that the Partnership
interests being acquired hereunder have not been registered under the
Securities Act of 1933, as amended (the "Act"), on the ground that investment
in the Partnership is exempt under Section 4(2) of the Act as not involving a
public offering.  The Limited Partner represents that he is acquiring his
interest in the Partnership for investment for his own account with no present
intention of reselling or otherwise disposing of the same, and understands
that the reliance of the Managing General Partner upon such exemption is
predicated upon the lack of such intention.  The Limited Partner further
realizes that in the opinion of the Securities and Exchange Commission the
statutory basis for such exemption would not be present, if, notwithstanding
such representation, such Limited Partner contemplates acquiring  his interest
in the Partnership for resale upon the occurrence or non-occurrence of some
predetermined event.  In view of such opinion, the Limited Partner confirms
the meaning of his representation to be that he does not now intend to dispose
of all or any portion of his Partnership interest, that to the best of his
knowledge and belief there are no circumstances in the foreseeable future, 






                                      -42-


<PAGE>

of which he is now aware, which would require the resale of any portion of
such interest and that he will, in no event, sell, transfer, or otherwise
dispose of his interest in the Partnership or any portion thereof unless, in
the opinion of counsel to the Partnership, such interest may be legally sold,
transferred or otherwise disposed of without registration and/or qualification
under the Act and under other applicable state or Federal statutes, or such
interest shall have been so registered and/or qualified and a registration
statement shall then be in effect with respect thereto.  In connection with
the foregoing, such Limited Partner agrees to indemnify and hold harmless the
Partnership, each General Partner and the Limited Partners against any
expenses incurred by them which may arise as a result of any sale or
distribution by him of any such securities in violation of the Act or the
rules and regulations of the Securities and Exchange Commission thereunder or
the securities laws of any state or other jurisdiction applicable thereto. 
The Limited Partner  further acknowledges his understanding that no trading
market for interests in the Partnership does or will exist at any time and
that his interest will at no time be transferable without potential adverse
tax consequences.  The Limited Partner further understands that the
disposition of his interest in the Partnership is also limited by other
provisions of this Agreement.


                                      -43-


<PAGE>

         9.2. Representations, Warranties and Agreements of the General
Partners.  Each General Partner represents and warrants to, and agrees with,
the Limited Partners that it (a) has full right, power and authority to
execute and deliver this Agreement and to perform each of its obligations
hereunder, (b) has duly executed and delivered this Agreement, (c) has taken
all action necessary to constitute this Agreement its valid and binding
obligation and this Agreement is its duly and validly binding obligation in
accordance with its terms, (d) is not subject to any restriction or agreement
which prohibits or would be violated by the execution and delivery hereof or
the consummation of the transactions contemplated herein or pursuant to which
the consent of any third person, firm or corporation is required in order to
give effect to the transactions contemplated herein, (e) will take all such
other actions as will enable it to remain a General Partner in the Partnership
and perform its obligations hereunder, (f) has taken all steps necessary to
ensure that the Partnership is duly formed, validly existing and in good
standing under the laws of the State of Delaware and has full power and
authority to enter into each of the agreements and perform all of the acts
contemplated by this Agreement, and (g) has not knowingly taken any action
which will cause any Limited Partner to have any personal 




                                      -44-


<PAGE>

liability with respect to any obligation of the Partnership except as provided
in this Agreement and the Act.

                                   ARTICLE X.
                                    GENERAL

         10.1.     Valuation of Partnership Property.   Except as otherwise
expressly provided herein, all valuations of Partnership property for any
purpose whatsoever shall be at fair market value as determined by the Managing
General Partner, and any such determination made in good faith and in the
exercise of reasonable discretion will be final and binding upon each Partner,
his heirs, representatives, successors and assigns.  In connection with any
such determination, the Managing General Partner, in its sole discretion, may
employ any accountant, appraiser, expert or other person, at the expense of
the Partnership, to assist it and may rely conclusively on the opinion of such
accountant, appraiser, expert or other person.

         10.2.     Notices.  Every notice, consent or other communication
required or permitted to be given by any provision of this Agreement shall be
in writing and shall be deemed to have been duly and properly given or served
for all purposes on the date such notice, consent or other communication is
(a) delivered personally or (b) deposited in a post office box and sent by
registered or certified 


                                      -45-


<PAGE>

mail, return receipt requested, postage and charges prepaid, and addressed as
follows:  (i) if to the Partnership, to its principal place of business
referred to herein, with a copy to the General Partner at its address referred
to below; (ii) if to a Limited Partner, to the address set below the name of
such Limited Partner on the signature page hereof; and (iii) if to a General
Partner, to its address set below the name of the General Partner on the
signature page hereof.  The Partners may change their addresses for purposes
of this Section 10.2 by notice to the Partnership at its principal office in
the manner herein provided for.

         10.3.     Further Assurances.  Each of the parties hereto agrees to
execute, acknowledge, deliver, file, record and publish such further
certificates, instruments, agreements and other documents and to take all such
further action as may be required by law or deemed by the Managing General
Partner to be necessary or useful in furtherance of the Partnership's purposes
and the objectives and intentions  underlying this Agreement and not
inconsistent with the terms hereof.

         10.4.     Authority of the Managing General Partner.  No person,
firm or corporation dealing with the Partnership shall be required to inquire
into the authority of the Managing General Partner to take any action or make
any decision.



                                      -46-


<PAGE>


         10.5.     Entire Agreement.  This Agreement incorporates the entire
agreement among the parties hereto, regardless of anything to the contrary
contained in any Certificate of Limited Partnership or other instrument or
notice purporting to summarize the terms hereof, whether or not the same shall
be recorded or published.

         10.6.     Amendments.  This Agreement may be amended at any time,
and from time to time, only upon the written concurrence of the Managing
General Partner, and at least a majority-in-interest of the other Partners.

         Notwithstanding any provision to the contrary contained in this
Agreement, this Agreement may be amended by the Managing General Partner, upon
thirty (30) days prior notice to each Partner, as to the following matters: 
(a) to add to the representations, duties or obligations of the Managing
General Partner or surrender any right or power granted to the Managing
General Partner herein, for the benefit of the Limited Partners; (b) to cure
any ambiguity, to correct or supplement any provision in this Agreement which
may be inconsistent with any other provision, or to make any other provisions
with respect to matters or questions arising under this Agreement which will
not result in inconsistency with the provisions of this Agreement; and (c) to
delete from or add any provision to this Agreement required or deemed
necessary to be so deleted or added by representatives of the Securities and
Exchange Commission 





                                      -47-


<PAGE>

or any other governmental authority for the benefit or protection of the
Limited Partners.  However, no such amendment shall cause the Partnership to
become a general partnership, change the liability of the General Partner or
the Limited Partners so as to materially, adversely affect any Partner or
extend the duration of the Partnership.

         Upon any amendment of this Agreement, the Certificate of Limited
Partnership shall also be amended if necessary to reflect such amendment.

         10.7.     Gender and Number.  Unless the context otherwise requires,
when used herein, the singular includes the plural and vice versa, and the
masculine includes the feminine and neuter and vice versa.  A person is deemed
to include a person, firm, corporation or other entity.

         10.8.     Benefit.  This Agreement is binding upon and inures to the
benefit of the parties hereto, their heirs, legal representatives, successors
and assigns.

         10.9.     Captions.  Captions are inserted for convenience only and
shall not be given any legal effect.

         10.10.    Execution.  This Agreement may be executed in any number
of counterparts, and each such counterpart will for all purposes be deemed an
original instrument, but all such counterparts together will constitute but
one and the same agreement.

         10.11.    Majority Governance.  Each of the parties hereto agrees
that if any action shall be taken 



                                      -48-


<PAGE>

pursuant to this Agreement by the required percentage in interest of the
Partners, he will execute any such writing or instrument as may be necessary
to carry out and perfect such action notwithstanding that said party may not
have assented thereto or may have objected thereto.  Partnership action
covered within the scope of this clause includes, but is not limited to, the
adoption of any Certificate of Limited Partnership or any amendment thereto,
any instrument effecting or evidencing the withdrawal of a Partner and any
amendment or supplement to this Agreement.




                                      -49-


<PAGE>




               SIGNATURE PAGE OF AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            YORK COGEN PARTNERS L.P.
                                        

         IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.

                                       RRR'S VENTURES LTD.,
                                         as Managing General Partner



                                       By:
                                          -------------------------------------
                                          President

                                       900 Park Avenue
                                       Suite 19E
                                       New York, New York  10021


                                       ----------------------------------------
                                       Taxpayer Identification Number





                                      -50-


<PAGE>

               SIGNATURE PAGE OF AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            YORK COGEN PARTNERS L.P.
                                        


         IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.

                                       INITIAL LIMITED PARTNER:

                                       YORK RESEARCH CORPORATION


                                       By:
                                          ----------------------------------
                                          Robert M. Beningson
                                          President

                                       280 Park Avenue
                                       Suite 2700 West
                                       New York, New York  10017

                                       Dated 
                                       Admitted:
                                                ------------------------




                                      -51-


<PAGE>


               SIGNATURE PAGE OF AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            YORK COGEN PARTNERS L.P.
                                        

         IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.

                                       LIMITED PARTNER:




                                       ----------------------------------------
                                       Address:
                                               --------------------------------
                                               --------------------------------
                                               --------------------------------
                                       Dated Admitted:
                                                       ------------------------

                                      -52-


<PAGE>






               SIGNATURE PAGE OF AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            YORK COGEN PARTNERS L.P.
                                        

         IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.


                                       LIMITED PARTNER:




                                       ----------------------------------------
                                       Address:
                                               --------------------------------
                                               --------------------------------
                                               --------------------------------
                                       Dated Admitted:
                                                       ------------------------




                                      -53-


<PAGE>


                                  SCHEDULE 3.1
                                        
                     Contributions by the General Partners
                                        






                                      -54-


<PAGE>




                                  SCHEDULE 4.2



RRR'S Ventures, Ltd. (Managing General Partner)                               %

York Research Corporation (Limited Partner)                                   %



                                      -55-


<PAGE>




                                 SCHEDULE 4.2.2


         For purposes of this Schedule 4.2.2 there shall be determined for
the taxable year the following:

(i)  the excess (the "Net Attributable Profit") of (A) the sum of the items of
income and gain, including, without limitation, the revenues derived from
cogeneration facilities, attributable to the property securing the
Partnership's nonrecourse liabilities (collectively, the "Attributable Profit
Items") over (B) the sum of the items of loss and deduction, including,
without limitation, fees and expenses for management of any cogeneration
facilities attributable to such property, but excluding from such loss and
deduction any nonrecourse deductions as defined in Section 4.2.2(a)
("Nonrecourse Items") (collectively, after such exclusion, the "Attributable
Loss Items") or, if the Attributable Loss Items exceed the Attributable Gain
Items, such excess (the "Net Attributable Loss"); provided, however, for this
purpose, that if the Nonrecourse Items exceed the amount of cost recovery,
depreciation, and amortization of properties subject to nonrecourse
liabilities, to the extent that items of loss and deduction would have been
treated as Nonrecourse Items under Treas. Reg. Section 1.704-1T(b)(iv)(4)(b)
by virtue of the existence of such excess, such items shall not be treated as
Nonrecourse Items or excluded in determining the amount of Attributable Loss
Items; and

              (ii) with respect to each Partner, (A) the excess of such
Partner's share of Attributable Profit Items over such Partner's share of
Attributable Loss Items (the "Partner Net Attributable Profit"), or (B) if
such Partner's share of Attributable Loss Items exceeds such Partner's share
of Attributable Profit Items, such excess (the "Partner Net Attributable
Loss"); provided that for this purpose a Partner's share of an item shall be
determined as the amount of the item that would have been allocated to the
Partner pursuant to Sections 4.2, 4.2.1 and 4.3.1 as if there were no
Nonrecourse Items for the taxable year.

         If there is a Net Attributable Profit for the taxable year, each
Partner having a Partner Net Attributable Profit for the taxable year shall be
allocated Nonrecourse Items in an amount proportionate to its respective
Partner Net Attributable Profit (which shall also constitute its share of the
item referred to in Section 4.2.2.(b)); if there is a Net Attributable Loss
for the taxable year, each Partner having a Partner Net Attributable Loss for
the taxable year shall be allocated Nonrecourse Items in an 



                                      -56-


<PAGE>

amount proportionate to its respective Partner Net Attributable Loss.






                                      -57-