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Exhibit 10.1

                             CP LIMITED PARTNERSHIP

              Amended and Restated Agreement of Limited Partnership


                  Transfer of the Limited Partnership Interests
           ("Partnership Interests") represented hereby is restricted
          by the terms of this Agreement. In addition, the sale of the
             Partnership Interests has not been registered under the
          Securities Act of 1933, as amended, nor any state's security
            law, and they may not be transferred or sold unless such
                              sale is subsequently
           registered or an exemption from registration is available.

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                             CP LIMITED PARTNERSHIP
              AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

      THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this
"Agreement") is made as of the 22nd day of January, 1997, by and among CHATEAU
PROPERTIES, INC., a Maryland corporation (the "Company"), and each of the
limited partners whose names appear as such on Exhibit A attached hereto (the
"Limited Partners"). The Company and the Limited Partners are hereinafter
sometimes individually referred to as a "Partner" or collectively as the
"Partners."

                                   WITNESSETH:

      WHEREAS, CP Limited Partnership, a Maryland limited partnership (the
"Partnership"), was formed under the laws of the State of Maryland pursuant to a
Certificate of Limited Partnership filed September 16, 1993 with the Maryland
Department of Assessments and Taxation (the "Original Certificate") and an
Agreement of Limited Partnership dated September 16, 1993, as thereafter amended
and restated and most recently amended on October 24, 1994 and September 26,
1995 (the "Original Partnership Agreement");

      WHEREAS, the Company, ROC Communities, Inc., a Maryland corporation
("ROC"), and a merger subsidiary of the Company have entered into an Amended and
Restated Agreement and Plan of Merger dated as of September 17, 1996 and amended
by the amendment thereto dated as of December 20, 1996 (the "Merger Agreement");

      WHEREAS, pursuant to the Merger Agreement, at the Effective Time of the
Mergers, as defined in the Merger Agreement, the merger subsidiary of the
Company shall merge with and into ROC, with ROC being the surviving corporation
in such merger;

      WHEREAS, Section 5.15 of the Merger Agreement requires that, immediately
following the Effective Time of the Mergers, as defined in the Merger Agreement,
ROC shall, pursuant to a Contribution Agreement contemplated by the Merger
Agreement (the "Contribution Agreement") (i) contribute to the capital of the
Partnership the Contributor Properties, the Other Assets and the Management
Agreements, as each term is defined in the Contribution Agreement, (ii) cause
its wholly owned subsidiary, Redwood Acquisition Corp., a Maryland corporation
("RAC"), to contribute to the capital of the Partnership the RAC Properties (as
defined in the Contribution Agreement) and (iii) cause its wholly owned
subsidiary, ROCF, Inc., a Maryland corporation, to merge with and into a newly
organized financing partnership subsidiary of the Partnership ("Financing
Partnership"), with the Financing Partnership surviving such merger (the
"Financing Partnership Merger"), and concurrently therewith contribute to the
capital of the Partnership its ninety-nine percent limited partnership interest
in the Financing Partnership to be received pursuant to the Financing
Partnership Merger, all in accordance with the terms of the Contribution
Agreement;

      WHEREAS, upon the effectiveness of this Agreement, and in exchange for the
contributions 


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to the capital of the Partnership as set forth herein, ROC is to receive OP
Units of the Partnership and is to be admitted as a general partner of the
Partnership;

      WHEREAS, the Partners desire to amend and restate the Original Partnership
Agreement as set forth herein, to be effective immediately following the
Effective Time of the Mergers, as defined in the Merger Agreement, if and only
if the Mergers and other transactions contemplated by the Merger Agreement and
the Contribution Agreement are consummated in accordance with their respective
terms; and

      WHEREAS, if the Mergers and other transactions contemplated by the Merger
Agreement and the Contribution Agreement are not consummated in accordance with
their respective terms, then this amendment shall be void and of no force and
effect whatsoever.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree that, effective immediately following the Effective Time of the
Mergers, as defined in the Merger Agreement, if and only if the Mergers and
other transactions contemplated by the Merger Agreement and the Contribution
Agreement are consummated in accordance with their respective terms, the
Original Partnership Agreement shall be amended and restated in its entirety to
read as follows:

                                   ARTICLE ONE
                                   DEFINITIONS

      As used in this Agreement, the following terms shall have the following
meanings:

      1.1 "Act" shall mean the Maryland Revised Uniform Limited Partnership Act
as amended from time to time, and any corresponding provision of future laws.

      1.2 "Additional Capital Contributions" shall mean the capital
contributions described in Paragraph 4.5 hereof.

      1.3 "Adjusted Capital Account Deficit" shall mean, at any time with
respect to any Partner, the deficit balance, if any, in such Partner's Capital
Account, after giving effect to the following adjustments:

            (a) Such Capital Account shall be increased by the amounts which
      such Partner is deemed obligated to restore as described in the
      penultimate sentence of Treasury Regulation Section 1.704-2(g)(1) and
      Treasury Regulation Section 1.704-2(i)(5), or any successor provisions;
      and

            (b) Such Capital Account shall be reduced by the amount of the items
      described in Treasury Regulation Sections 1.704-1(b)(2) (ii)(d)(4),
      1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).


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      The definition of Adjusted Capital Account Deficit is intended to comply
with Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.

      1.4 "Affiliate" shall mean (i) any person or entity directly or indirectly
controlling, controlled by or under common control with any Partner, (ii) any
person or entity owning or controlling five (5%) percent or more of the
outstanding voting interests of any Partner, (iii) any officer, director,
employee, general partner, shareholder or beneficiary of any Partner, or (iv)
any person or entity who is an officer, director, general partner, trustee or
holder of five (5%) percent or more of the voting interests or beneficial
interest of any person or entity described in clause (i) (ii) or (iii) of this
Paragraph.

      1.5 "Agent for Service of Process" shall be CT Corp., which is hereby
designated as the Agent of the Partnership for purposes of accepting service of
process for the Partnership.

      1.6 "Bankruptcy" of a Partner shall mean (a) the filing by a Partner of a
voluntary petition seeking liquidation, reorganization, arrangement or
readjustment, in any form, of its debts under Title 11 of the United States Code
(or corresponding provisions of future laws) or any other Federal or state
insolvency law, or a Partner's filing an answer consenting to or acquiescing in
any such petition, (b) the making by a Partner of any assignment for the benefit
of its creditors or the admission by a Partner in writing of its inability to
pay its debts as they mature, or (c) the expiration of sixty (60) days after the
filing of an involuntary petition under Title 11 of the United States Code (or
corresponding provisions of future laws), seeking an application for the
appointment of a receiver for the assets of a Partner, or an involuntary
petition seeking liquidation, reorganization, arrangement or readjustment of its
debts under any other Federal or state insolvency law, provided that the same
shall not have been vacated, set aside or stayed within such 60-day period.

      1.7 "Capital Account" shall mean, with respect to any Partner, a
bookkeeping account maintained by the Partnership for such Partner, which shall
be credited with the amount of such Partner's Capital Contributions paid in cash
to the Partnership, and with such Partner's distributive share of Net Profits
and any items in the nature of income or gain specially allocated pursuant to
Paragraph 6.4 hereof, and which shall be debited with the amount of cash
distributed to such Partner pursuant to any provision of this Agreement, and
such Partner's distributive share of Partnership Net Losses and any items in the
nature of expenses or losses specially allocated pursuant to Paragraph 6.4
hereof. If a Partner makes a contribution of (or receives a distribution of)
non-cash property, such Partner's Capital Account shall be credited (or debited)
with the Gross Asset Value of such property, net of liabilities assumed by the
Partnership (or the Partner) in connection with such contribution (or
distribution) and liabilities to which such property is subject. In the case of
a transfer of a Partnership Interest permitted under this Agreement, the
transferee shall succeed to the Capital Account of the transferor to the extent
it related to the transferred interest. In determining the amount of any
liability for purposes of this Paragraph 1.7 there shall be taken into account
Code Section 752(c) and any other applicable provisions of the Code and
Regulations. The foregoing provisions and other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Treasury Regulation Section 1.704-1(b) and shall be interpreted and applied in a
manner consistent with such Regulations. In the event the General Partners shall


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determine that it is prudent to modify the manner in which the Capital Accounts,
or any debits or credits thereto, are computed in order to comply with such
Regulations, the General Partners may make such modification, provided that such
modification is not likely to have a material effect on the amounts
distributable to any Partner pursuant to this Agreement upon the dissolution of
the Partnership. The General Partners also shall (i) make any adjustments that
are necessary or appropriate to maintain equality between the Capital Accounts
of the Partners and the amount of Partnership capital reflected on the
Partnership's balance sheet, or computed for book purposes, in accordance with
Treasury Regulation Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate
modifications in the event unanticipated events might otherwise cause this
Agreement not to comply with Treasury Regulation Section 1.704-1(b).

      1.8 "Capital Cash Flow" of the Partnership shall have the meaning set
forth in Paragraph 6.3 hereof.

      1.9 "Capital Contribution" shall mean, with respect to any Partner, the
amount of money and the initial Gross Asset Value of any property (other than
money) contributed to the capital of the Partnership (net of liabilities assumed
by the Partnership in connection with such contribution and liabilities to which
such property is subject) contributed by such Partner to the capital of the
Partnership pursuant to the terms of this Agreement, including the Capital
Contribution made by any predecessor holder of the Partnership Interest of such
Partner.

      1.10 "Company" shall mean Chateau Properties, Inc., a Maryland
corporation.

      1.11 "Depreciation" shall mean, for each fiscal year or other period, an
amount equal to the depreciation, amortization, or other cost recovery deduction
allowable with respect to any asset for such year or other period, except that
if the Gross Asset Value of an asset differs from its adjusted basis for federal
income tax purposes at the beginning of such year or other period, Depreciation
shall be an amount which bears the same ratio to such beginning Gross Asset
Value as the federal income tax depreciation, amortization, or other cost
recovery deduction for such year or other period bears to such beginning
adjusted tax basis; provided that if the federal income tax depreciation,
amortization, or other cost recovery deduction is zero, Depreciation shall be
determined with reference to such beginning Gross Asset Value using any
reasonable method selected by the General Partners.

      1.12 "General Partner" shall mean the Company and ROC or any other person
(i) admitted to the Partnership and designated as a General Partner in Exhibit A
attached hereto, or who has become a General Partner pursuant to the terms and
conditions of this Agreement, and (ii) who holds a Partnership Interest.
General Partners shall mean all such persons.

      1.13 "General Partnership Interest" shall mean the Partnership Interest
owned by the General Partners together with all the rights, benefits and
obligations of the General Partners pursuant to this Agreement. Notwithstanding
anything contained in this Agreement to the contrary, the General Partners shall
at all times have an aggregate interest of not less than one (1%) percent in
each material item of Partnership income, gain, loss, deduction or credit.


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      1.14 "Gross Asset Value" shall mean, with respect to any Partnership
asset, the asset's adjusted basis for federal income tax purposes, except as
follows:

            (a) The initial Gross Asset Value of any asset contributed by a
      Partner to the Partnership shall be the gross fair market value of such
      asset, as determined by the contributing Partner and the General Partners,
      and as set forth on Exhibit B attached hereto;

            (b) The Gross Asset Values of all Partnership assets shall be
      adjusted to equal their respective gross fair market values, as determined
      by the General Partners, as of the following times: (i) the acquisition of
      an additional interest in the Partnership by any new or existing Partner
      in exchange for more than a de minimis Capital Contribution; (ii) the
      distribution by the Partnership to a Partner of more than a de minimis
      amount of Partnership property, as consideration for an interest in the
      Partnership, and (iii) the liquidation of the Partnership within the
      meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g); provided,
      however, that adjustments pursuant to clauses (i) and (ii) above shall be
      made only if the General Partners reasonably determine that such
      adjustment is necessary or appropriate to reflect the relative economic
      interests of the Partners in the Partnership;

            (c) The Gross Asset Values of Partnership assets shall be increased
      (or decreased) to reflect any adjustments to the adjusted basis of such
      assets pursuant to Code Section 734(b) or 743(b), but only to the extent
      that such adjustments are taken into account in determining Capital
      Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) and
      Paragraph 6.4(e) hereof; provided that the Gross Asset Values shall not be
      adjusted pursuant to this Paragraph 1.14(c) to the extent the General
      Partners determine that an adjustment pursuant to Paragraph 1.14(b) is
      necessary or appropriate in connection with a transaction that would
      otherwise result in an adjustment pursuant to this Paragraph 1.14(c); and

            (d) If the Gross Asset Value of an asset has been determined or
      adjusted pursuant to Paragraph 1.14(a), (b) or (c) hereof, such Gross
      Asset Value shall thereafter be adjusted by the Depreciation taken into
      account with respect to such asset for purposes of computing Net Profits
      and Net Losses.

      1.15 "Gross Income" shall mean, for each fiscal year or other period, the
gross income of the Partnership, as finally determined for federal income tax
purposes.

      1.16 "Internal Revenue Code" or "Code" shall mean the Internal Revenue
Code of 1986, as amended from time to time (or any corresponding provision of
future laws).

      1.17 "Limited Partner" shall mean any person (i) admitted to the
Partnership and designated as a Limited Partner in Exhibit A attached hereto, or
who has become a Limited Partner pursuant to the terms and conditions of this
Agreement, and (ii) who holds a Partnership Interest. "Limited Partners" shall
mean all such persons.

      1.18 "Limited Partnership Interests" shall mean the Partnership Interests
of the Limited 


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Partners.

      1.19 "Majority in Interest" shall mean the Limited Partners who, in the
aggregate, own more than one-half (1/2) of the total Percentage Interests owned
by the Limited Partners.

      1.20 "Net Profits" and "Net Losses" shall mean, for each fiscal year or
other period, the taxable income of the Partnership as finally determined in
accordance with Internal Revenue Code Section 703(a) for Federal income tax
purposes (for this purpose all items of income, gain, loss or deduction required
to be stated separately pursuant to Internal Revenue Code Section 703(a)(1)
shall be included in taxable income or loss), with the following adjustments:

            (a) Any income of the Partnership that is exempt from federal income
      tax and not otherwise taken into account in computing Net Profits or Net
      Losses shall be added to such taxable income or loss;

            (b) Any expenditures of the Partnership described in Internal
      Revenue Code Section 705(a)(2)(B) or treated as Internal Revenue Code
      Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section
      1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing
      Net Profits or Net Losses, shall be subtracted from such taxable income or
      loss;

            (c) Gain or loss resulting from any disposition of Partnership
      property with respect to which gain or loss is recognized for federal
      income tax purposes shall be computed by reference to the Gross Asset
      Value of the property disposed of, notwithstanding that the adjusted tax
      basis of such property differs from its Gross Asset Value;

            (d) If the Gross Asset Value of any Partnership asset is adjusted
      pursuant to Paragraph 1.14 hereof, the amount of such adjustment shall be
      taken into account as gain (if an increase) or loss (if a decrease) from
      the disposition of such asset for purposes of computing Net Profits or Net
      Losses;

            (e) In lieu of the depreciation, amortization, and other cost
      recovery deductions taken into account in computing such taxable income or
      loss, there shall be taken into account Depreciation for such fiscal year
      or other period; and

            (f) to the extent an adjustment to the adjusted tax basis of any
      Partnership asset pursuant to Code Section 734(b) or Code Section 743(b)
      is required pursuant to Treasury Regulation Section
      1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital
      Accounts as a result of a distribution other than in complete liquidation
      of a Partner's Partnership Interest, the amount of such adjustment shall
      be treated as an item of gain (if the adjustment increases the basis of
      the asset) or loss (if the adjustment decreases the basis of the
      asset)from the disposition of the asset and shall be taken into account
      for purposes of computing Net Profits or Net Losses;

            (g) Any items which are specially allocated pursuant to Paragraphs
      6.4 or 6.5 hereof shall not be taken into account in computing Net Profits
      or Net Losses.


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      1.21 "Nonrecourse Debt" is any liability of the Partnership for which (as
between the Partnership and the creditor) the creditor's right to repayment is
limited to one or more assets of the Partnership, within the meaning of Section
1.1001-2 of the Treasury Regulations.

      1.22 "Nonrecourse Deductions" has the meaning set forth in Section
1.704-2(b)(1) of the Treasury Regulations.

      1.23 "Nonrecourse Liability" has the meaning set forth in Section
1.704-2(b)(3) of the Treasury Regulations.

      1.24 "Operating Cash Flow" of the Partnership shall have the meaning set
forth in Paragraph 6.2 hereof.

      1.25 "Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in
Section 1.704-2(i)(3) of the Treasury Regulations.

      1.26 "Partner Nonrecourse Debt" or "Partner Nonrecourse Liability" have
the meanings set forth in Section 1.704-2(b)(4) of the Treasury Regulations.

      1.27 "Partner Nonrecourse Deductions" has the meaning set forth in
Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Treasury Regulations.

      1.28 A "Partner's Share of Partnership Minimum Gain" at the end of any
Partnership fiscal year has the meaning set forth in Section 1.704-2(g) of the
Treasury Regulations.

      1.29 A "Partner's Share of Partner Nonrecourse Debt Minimum Gain" at the
end of any Partnership fiscal year has the meaning set forth in Section
1.704-2(i)(5) of the Treasury Regulations.

      1.30 "Partners" shall mean, collectively, the General Partners and Limited
Partners. Any reference to a Partner shall, unless the context clearly requires
otherwise, be deemed a reference to any one of the Partners, his or her
predecessor and substituted successor in interest.

      1.31 "Partnership" means CP Limited Partnership, a Maryland limited
partnership formed under and pursuant to the Act.

      1.32 "Partnership Interest" means a Partner's ownership interest in the
Partnership as set forth on Exhibit A attached hereto, including the right of a
Partner to any and all benefits to which it may be entitled pursuant to this
Agreement, and to the extent not inconsistent with this Agreement, under the
Act, together with the obligations of a Partner to comply with all the terms and
provisions of this Agreement and of the Act.


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      1.33 "Partnership Minimum Gain" has the meaning set forth in Sections
1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations.

      1.34 "Percentage Interest" of a Partner in the Partnership shall mean the
percentage interest of such Partner as stated in Exhibit A of this Agreement, as
such percentage interest may be adjusted from time to time in accordance with
the provisions of this Agreement.

      1.35 "Regulations" or "Treasury Regulations" shall mean the Income Tax
Regulations, including Temporary Regulations, promulgated under the Code, as
such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).

      1.36 "Substitute Limited Partner" shall mean a permitted successor to a
Limited Partner's Partnership Interest pursuant to Paragraph 9.2 hereof who has
been admitted to the Partnership as a Limited Partner.

      1.37 "Syndication Expenses" shall mean all expenditures classified as
syndication expenses pursuant to Treasury Regulation Section 1.709-2(b).
Syndication Expenses shall be taken into account under this Agreement at the
time they would be taken into account under the Partnership's method of
accounting if they were deductible expenses.

      1.38 "Tax Matters Partner" shall mean the Company who shall have the
rights and authority as described in Paragraph 5.1(j) hereof.

      All references to statutory provisions shall be deemed to include
reference to corresponding provisions of subsequent law.

                                   ARTICLE TWO
          CONTINUATION OF PARTNERSHIP, NAME, OFFICE LOCATION AND TERM

      2.1 Continuation. The Partnership was originally formed under the name CP
LIMITED PARTNERSHIP, on September 16, 1993 pursuant to the provisions of the
Original Certificate filed as of such date, and the terms of the Act, and the
parties hereto hereby agree to continue the Partnership on the terms and
conditions set forth herein. The General Partners and the Limited Partners shall
continue to carry on the Partnership, as a limited partnership under the Act,
for the purposes set forth herein and in accordance with the provisions of this
Agreement.

      The name of the Partnership shall continue to be CP LIMITED PARTNERSHIP,
or such other name or names as shall be selected from time to time by the
General Partners. The Partnership may transact its business under any trade or
fictitious name or names selected by the General Partners at any time and from
time to time.

      2.2 Admission of ROC. ROC is hereby admitted to the Partnership as a
General Partner, subject to the terms and conditions of this Agreement.


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      2.3 Office Location. The location of the principal office of the
Partnership shall be 6430 S. Quebec Street, Englewood, Colorado 80111, or at
such other location as may be designated by the General Partners. Notice of any
change of office shall be given to all Limited Partners prior to or within ten
(10) days after such change in location.

      2.4 Amended and Restated Certificate of Limited Partnership. Promptly
after the admission of ROC as a General Partner in the Partnership the General
Partners shall sign a Restated Certificate of Limited Partnership, with respect
to the Partnership on behalf of themselves and the Limited Partners as their
attorney-in-fact pursuant to the power(s) of attorney provided in Paragraph
5.1(k) of this Agreement, and the General Partners shall cause same to be filed
in the office of the Maryland State Department of Assessment and Taxation,
Department of Commerce.

      2.5 Term. The term of the Partnership, which commenced on the effective
date of the Original Certificate, shall continue until the winding up and
liquidation of the Partnership and its business is completed following a
Liquidating Event as provided in Paragraph 7.2 hereof.

      2.6 Qualification to Do Business. The General Partners shall take all
actions necessary or required to qualify the Partnership to transact business in
all jurisdictions where such qualification is required.

                                  ARTICLE THREE
                       PURPOSES AND POWERS OF PARTNERSHIP

       3.1 Purpose. The purpose of the Partnership is to acquire, purchase, own,
operate, manage, develop, redevelop, invest in, finance, refinance, sell, lease
and otherwise deal with manufactured housing community properties and assets
related thereto, and interests therein, whether directly or indirectly, alone or
in association with others. The purposes of the Partnership include, but are not
limited to:

            (a) acquiring, developing, operating, leasing and managing
      manufactured housing community properties and conducting any other lawful
      business relating thereto:

            (b) mortgaging, exchanging, selling, encumbering or otherwise
      disposing of all or any part of a manufactured housing community property
      or any interest therein:

            (c) constructing, reconstructing, altering, modifying and
      subtracting from or adding to a manufactured housing community property or
      any part thereof;

            (d) organizing and holding partnership interests in partnerships
      owning or otherwise having an interest in, whether directly or indirectly,
      one or more manufactured housing community properties; and

            (e) in general, the making of any investments or expenditures, the
      borrowing and lending of money and the taking of any and all actions which
      are incidental or related to any of the purposes recited above.


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      It is agreed that each of the foregoing is an ordinary part of the
Partnership's business and affairs. Property may be acquired subject to, or by
assuming, the liens, encumbrances, and other title exceptions which affect such
property. The Partnership may also be a partner, general or limited, in
partnerships, general or limited, and joint ventures created to accomplish all
or any or the foregoing.

      The Partnership purposes may be accomplished by taking any action which is
not prohibited under the Act and which is related to the acquisition, ownership,
development, improvement, operation, management, financing, leasing, exchanging,
selling or otherwise encumbering or disposing of all or any portion of the
assets of the Partnership, or any interest therein.

                                  ARTICLE FOUR
             CAPITAL CONTRIBUTIONS, ADMISSION OF PARTNERS, OP UNITS

      4.1 Capital Contributions. Each of the Partners (or their respective
predecessors in interest), other than ROC, have heretofore made Capital
Contributions to the Partnership. In connection with the admission of ROC as a
General Partner, and in accordance with the terms of the Contribution Agreement,
ROC is hereby contributing to the capital of the Partnership the amounts and/or
properties set forth on Exhibit C attached hereto, and in exchange therefor the
Partnership is hereby issuing to ROC that number of OP Units determined in
accordance with Section 8 of the Contribution Agreement.

      4.2 Omitted.

      4.3 Admission of Partners. Upon admission of a Partner into the
Partnership and receipt of the Partner's Capital Contribution, the Percentage
Interest of the Partner shall be set forth opposite the Partner's name in
Exhibit A attached hereto, which shall be amended as appropriate to reflect
changes in the Percentage Interest of each Partner pursuant to the provisions of
this Agreement.

      4.4 Issuance and Conversion of OP Units.

            A. The interest of a Partner in the Partnership is sometimes
      referred to as being evidenced by one or more "OP Units." The aggregate
      total of all OP Units outstanding as of the date of this Agreement after
      giving effect to the Capital Contribution by ROC in accordance with
      Paragraph 4.1 hereof and the number of OP Units owned by each Partner is
      set forth on Exhibit A attached hereto.

            B. From time to time, the General Partners, subject to the
      provisions of this Paragraph 4.4(B), shall cause the Partnership to issue
      additional OP Units either (i) to existing or newly-admitted Partners
      (including itself) in exchange for the contribution by a Partner (the
      "Contributing Partner") of additional Capital Contributions to the
      Partnership, (ii) to the Company upon the issuance by the Company of
      additional shares of its common stock ("Common Stock") not in connection
      with the exchange of OP Units as provided in Paragraph 4.4(C) hereof,
      provided that any net proceeds received by the Company as a result 


                                      10.
<PAGE>   12

      of the issuance of such additional shares of Common Stock are contributed
      to the Partnership as additional Capital Contributions, in accordance with
      Paragraph 4.5(B) hereof (it being understood that the Company may issue
      shares of Common Stock in connection with stock option plans, restricted
      stock plans or other employee benefit plans without receiving any proceeds
      and that the issuance of such shares shall nonetheless entitle the Company
      to additional OP Units). The number of OP Units issued to a Contributing
      Partner under clause (i) of this Paragraph 4.4(B) shall be equal to the
      quotient (rounded to the nearest whole number) arrived at by dividing (x)
      the initial Gross Asset Value of the property contributed as additional
      Capital Contributions (net of any debt to which such property is subject
      or assumed by the Partnership in connection with such contribution) by (y)
      such price as may be determined by the General Partners in connection with
      such contributions. The number of OP Units issued to the Company under
      clause (ii) of this Paragraph 4.4(B) shall be equal to the number of
      shares of Common Stock issued. Upon the issuance of additional OP Units,
      or upon the exchange of OP Units for Common Stock as provided in Paragraph
      4.4(C) hereof, the Percentage Interests of all of the Partners shall be
      adjusted by the General Partners so that the Percentage Interest of each
      Partner is equal to the quotient (expressed as a percentage) arrived at by
      dividing the number of OP Units held by a Partner by the total number of
      OP Units then outstanding. Notwithstanding anything to the contrary
      contained herein, in no event shall any additional OP Units be issued
      (pursuant to this Paragraph 4.4(B) or otherwise) to the extent that the
      effect of such issuance would be to reduce the General Partners' aggregate
      Percentage Interest to less than one (l%) percent.

            C. Subject to the further provisions of this Paragraph 4.4(C), the
      Company hereby grants to each Limited Partner other than Chateau Estates,
      a Michigan co-partnership, J. Peter Ministrelli and Ministrelli
      Construction Company, a Michigan corporation, (together referred to herein
      as the "Initial Limited Partners") the right to exchange any or all of the
      OP Units held by that Partner for shares of Common Stock. In the case of
      an exchange of OP Units pursuant to this Paragraph 4.4(C), one OP Unit
      shall be exchangeable for one share of Common Stock. Such right may be
      exercised by a Limited Partner from time to time upon not less than ten
      (10) days prior written notice to the Company. The Initial Limited
      Partners shall have the right to exchange the OP Units held by such
      Initial Limited Partners for shares of Common Stock only in accordance
      with the Formula defined in the Appendix to the Private Letter Ruling
      dated April 5, 1996, issued by the Internal Revenue Service to the
      Company. The Company shall at all times reserve and keep available out of
      its authorized but unissued shares of Common Stock, solely for the purpose
      of effecting the exchange of OP Units for shares Common Stock, such number
      of shares of Common Stock as shall from time to time be sufficient to
      effect the conversion of all outstanding OP Units subject to conversion
      and not owned by the Company. No Limited Partner shall, by virtue of being
      the holder of one or more OP Units, be deemed to be a shareholder of or
      have any other interest in the Company. In the event of any change in the
      outstanding shares of Common Stock by reason of any stock dividend, split,
      recapitalization, merger, consolidation, combination, exchange of shares
      or other similar corporate change, the number of OP Units held by each
      partner shall be proportionately adjusted so that one OP Unit remains
      exchangeable for one share of Common Stock without dilution. In the event
      the Company issues any Common Stock in exchange for OP Units pursuant to
      this Paragraph 4.4(C), any such OP Units so 


                                      11.
<PAGE>   13

      acquired by the Company shall immediately thereafter be converted in the
      hands of the Company into General Partnership Interests. Notwithstanding
      the foregoing provisions of this Paragraph 4.4(C), a Limited Partner shall
      not have the right to exchange OP Units for Common Stock if (i) in the
      opinion of counsel to the Company, acceptable to such Limited Partner and
      the Company, the Company would, as a result of such exchange (or the right
      to effectuate such exchange), no longer qualify (or it would be likely
      that the Company no longer would qualify) as a real estate investment
      trust under the Code; or (ii) such exchange (or the right to effectuate
      such exchange) would violate the ownership limitations set forth in the
      Articles of Incorporation of the Company; or (iii) such exchange would
      not, in the opinion of counsel acceptable to such Limited Partner and the
      Company, be an exempt transaction under applicable securities laws.

      4.5 Additional Capital Contributions.

            A. No Partner shall be assessed or, except as provided in Paragraph
      4.5(B) below, required to contribute additional funds or other property to
      the Partnership. Any additional funds or other property required by the
      Partnership, as determined by the General Partners in their sole
      discretion, may, at the option of the General Partners and without any
      obligation to do so (except as provided for in Paragraph 4.5(B) below), be
      contributed by the General Partners as additional Capital Contributions.
      If and when the General Partners or any other Partner makes additional
      Capital Contributions to the Partnership, each such Partner shall receive
      additional OP Units as provided for in Paragraph 4.4 above. The General
      Partners shall also have the right (but not the obligation) to raise any
      additional funds required for the Partnership by causing the Partnership
      to borrow the necessary funds from third parties on such terms and
      conditions as the General Partners shall deem appropriate in their sole
      discretion. If the General Partners elect to cause the Partnership to
      borrow the additional funds, they may cause one or more of the
      Partnership's assets to be encumbered to secure the loan. No Limited
      Partner shall have the right to contribute additional Capital
      Contributions to the Partnership without the prior written consent of the
      General Partners.

            B. The net proceeds of any and all funds raised by or through the
      Company or ROC through the issuance of additional shares of common stock
      of the Company or ROC, as the case may be, shall be contributed to the
      Partnership as additional Capital Contributions, and in such event the
      Company or ROC, as the case may be, shall be issued additional OP Units
      pursuant to Paragraph 4.4 above.

            C. The net proceeds of any and all funds raised by or through the
      Company or ROC through the issuance of shares of preferred stock of the
      Company or ROC, as the case may be, shall be contributed to the
      Partnership as additional Capital Contributions, and in such event the
      Company or ROC, as the case may be, shall be issued additional OP Units
      pursuant to Paragraph 4.4 above; provided that any such OP Units
      ("Preferred OP Units") shall have such terms, preferences and limitations
      consistent with the terms, preferences and limitations of such preferred
      stock. The General Partners shall have the right to amend this Agreement
      at their sole discretion and without the consent of any other Partner
      solely as to 


                                      12.
<PAGE>   14

      matters respecting the issuance of Preferred OP Units by the Partnership.

      4.6 Return of Capital. Except as expressly provided for in this Agreement,
no Partner shall have the right to demand or to receive the return of all or any
part of his Capital Contributions to the Partnership and there shall be no
priority of one Partner over another as to the return of Capital Contributions
or withdrawals or distributions of Net Profits and Net Losses. No Partner shall
have the right to demand or receive property other than cash in return for the
contributions of such Partner to the Partnership.

      4.7 Interest. No interest shall be paid to any Partner on any contribution
to the capital of the Partnership.

      4.8 Negative Capital Accounts. No Partner shall be required to pay to the
Partnership any deficit or negative balance which may exist in its Capital
Account.

                                  ARTICLE FIVE
                          MANAGEMENT OF THE PARTNERSHIP

      5.1 Management of Partnership. The General Partners shall be the sole
managers of the Partnership business, and shall have the right and power to make
all decisions and take any and every action with respect to the property,
business and affairs of the Partnership and shall have all the rights, power and
authority generally conferred by law, or necessary, advisable or consistent with
accomplishing the purposes of the Partnership. All decisions or actions made or
taken by the General Partners hereunder shall require the consent of all General
Partners and shall be binding upon all of the Partners and the Partnership. The
powers of the General Partners to manage the Partnership business shall include,
without limitation, the power and authority to:

            (a) operate any business normal or customary for an owner of or
      investor in manufactured housing community property;

            (b) perform any and all acts necessary or appropriate to the
      operation of the Partnership assets, including, but not limited to,
      applications for rezoning, objections to rezoning of other property and
      the establishment of bank accounts in the name of the Partnership;

            (c) procure and maintain with responsible companies such insurance
      as may be available in such amounts and covering such risks as are deemed
      appropriate by the General Partner;

            (d) take and hold all real, personal and mixed property of the
      Partnership in the name of the Partnership or in the name of a nominee;

            (e) execute and deliver leases on behalf of and in the name of the
      Partnership;


                                      13.
<PAGE>   15

            (f) borrow money, finance and refinance the assets of the
      Partnership or any part thereof or interest therein;

            (g) coordinate all accounting and clerical functions of the
      Partnership and employ such accountants, lawyers, property managers,
      leasing agents and other management or service personnel as may from time
      to time be required to carry on the business of the Partnership;

            (h) acquire, encumber, sell, ground lease or otherwise dispose of
      any or all of the assets of the Partnership, or any part thereof or
      interest therein; and

            (i) organize one or more partnerships or corporations which are
      controlled, directly or indirectly by the Partnership and make any capital
      contributions required pursuant to the partnership agreements of any such
      partnership.

            (j) The Company is hereby designated as the Tax Matters Partner
      ("TMP") as defined in Section 6231(a)(7) of the Code. As Tax Matters
      Partner, the Company shall have full power and authority to act as such
      for the Partnership and the Partners, with all the rights and
      responsibilities of that position described in Sections 6222 through 6232
      of the Internal Revenue Code. The Tax Matters Partner is authorized to
      enter into any settlement with the Internal Revenue Service with respect
      to any administrative or judicial proceedings for the adjustment of
      Partnership items required to be taken into account by a Partner for
      income tax purposes, and in the settlement agreement the Tax Matters
      Partners may expressly state that such agreement shall bind all Partners
      except that such settlement agreement shall not bind any Partner (i) who
      (within the time prescribed pursuant to the Code and Regulations) files a
      statement with the Internal Revenue Service providing that the Tax Matters
      Partner shall not have the authority to enter into a settlement agreement
      on behalf of such Partner or (ii) who is a "notice partner" (as defined in
      Section 6231 of the Code) or a member of a "notice group" (as defined in
      Section 6223 (b)(2) of the Code. In addition, except as restricted
      hereunder, the Company is hereby authorized to make or revoke any election
      permitted by the Partnership by any taxing authority. If the TMP receives
      notice of a Final Partnership Administrative Adjustment ("FPAA") or if a
      request for an administrative adjustment made by the TMP is not allowed by
      the United States Internal Revenue Service ("IRS") and the IRS does not
      notify the TMP of the beginning of an administrative proceeding with
      respect to the Partnership's taxable year to which such request relates
      (or if the IRS so notifies the TMP but fails to mail a timely notice of an
      FPAA), the TMP may, but shall not be obligated to, petition a Court for
      readjustment of partnership items. In the case of a notice of an FPAA, if
      the TMP determines that the United States District Court or Claims Court
      is the most appropriate forum for such a petition, the TMP shall notify
      each person who was Partner at any time during the Partnership's taxable
      year to which the IRS notice relates of the approximate amount by which
      its tax liability would be increased (based on such assumptions as the TMP
      may in good faith make) if the treatment of partnership items on his
      return was made consistent with the treatment of partnership items on the
      Partnership's return, as adjusted by the FPAA. Unless each such person
      deposits with the TMP, for deposit with the IRS, the approximate amount of
      such Partner's increased tax liability, 


                                      14.
<PAGE>   16

      together with a written agreement to make additional deposits if required
      to satisfy the jurisdictional requirements of the Court, within thirty
      days after the TMP's notice to such person, the TMP shall not file a
      petition in such Court. Instead, the TMP may, but shall not be obligated
      to, file a petition in the United States Tax Court.

            (k) Each Limited Partner irrevocably appoints the Company as the
      Limited Partner's attorney-in-fact on the behalf and in the stead of such
      Limited Partner to execute, swear to, and file the Partnership's Amended
      and Restated Certificate of Limited Partnership and any amendment or
      revocation thereof, and to execute, sign any Partner's name to, swear to,
      and file any writing, and to give any notice which may be required by any
      rule or law, or which may be appropriate to the effecting of any action by
      or on behalf of the Partnership or the Partners which has been taken as
      provided in this Agreement. This power of attorney is coupled with an
      interest and shall not be revoked by the act, death, or incapacity of any
      Partner. This power of attorney shall survive an assignment by any Limited
      Partner of his or her interest in the Partnership.

      5.2 Limitations on Powers and Authorities of Partners. Notwithstanding the
power of the General Partners set forth in Section 5.1 above, no Partner shall
have the right or power to do any of the following:

            (a) do any act in contravention of this Agreement, or any amendment
      hereto;

            (b) do any act which would make it impossible to carry on the
      ordinary business of the Partnership, except to the extent that such act
      is specifically permitted by the terms hereof (it being understood and
      agreed that, except as hereafter provided in this Paragraph 5.2, a sale of
      any or all of the assets of the Partnership, for example, would be an
      ordinary part of the Partnership's business and affairs and is
      specifically permitted hereby); or

            (c) confess a judgment against the Partnership.

      5.3 Limited Partners. The Limited Partners shall have no right or
authority to act for or to bind the Partnership and no Limited Partner shall
participate in the conduct or control of the Partnership's affairs or business.

      5.4 Liability of General Partners. No General Partner shall be liable or
accountable, in damages or otherwise, to the Partnership or to any other Partner
for any error of judgment or for any mistakes of fact or law or for anything
which it may do or refrain from doing hereafter in connection with the business
and affairs of the Partnership except (i) in the case of fraud, willful
misconduct (such as an intentional breach of fiduciary duty or an intentional
breach of this Agreement) or gross negligence, and (ii) for other breaches of
this Agreement, but the liability of a General Partner under this clause (ii)
shall be limited to its interest in the Partnership as more particularly
provided for in Paragraph 5.8 below. No General Partner shall have any personal
liability for the return of any Limited Partner's capital.

      5.5 Indemnity. The Partnership shall indemnify and shall hold each General
Partner (and 


                                      15.
<PAGE>   17

the officer and directors thereof) harmless from any loss or damage, including
without limitation reasonable legal fees and court costs, incurred by it by
reason of anything it may do or refrain from doing hereafter for and on behalf
of the Partnership or in connection with its business or affairs; provided,
however, that (i) the Partnership shall not be required to indemnify a General
Partner (or any officer or director thereof) for any loss or damage which it
might incur as a result of its fraud, willful misconduct or gross negligence in
the performance of its duties hereunder and (ii) this indemnification shall not
relieve a General Partner of its proportionate part of the obligations of the
Partnership as a Partner. In addition, each General Partner shall be entitled to
reimbursement by the Partnership for any amounts paid by it in satisfaction of
indemnification obligations owed by such General Partner to present or former
directors of such General Partner or their predecessors, as provided for in or
pursuant to the Articles of Incorporation and By-Laws of such General Partner.
The right of indemnification set forth in this Paragraph 5.5 shall be in
addition to any rights to which the person or entity seeking indemnification may
otherwise be entitled and shall inure to the benefit of the successors and
assigns or any such person or entity. No Partner shall be personally liable with
respect to any claim for indemnification pursuant to this Paragraph 5.5, but
such claim shall be satisfied solely out of assets of the Partnership.

      5.6 Other Activities of Partners and Agreements with Related Parties. The
General Partners shall devote their full-time efforts in furtherance of the
Partnership business, it being expressly understood that except for any direct
interest in a partnership in which the Partnership and one or more of the
General Partners (or a wholly owned subsidiary thereof) are the only partners
and in which the General Partners (or their wholly owned subsidiaries) have an
aggregate interest of not more than one (1%) percent therein, without the
consent of a Majority in Interest the General Partners shall conduct all of
their activities with respect to the manufactured housing community property
business exclusively through the Partnership and shall not conduct or engage in
any way in any other business. Except as may otherwise be agreed to in writing,
each Limited Partner, and its Affiliates, shall be free to engage in, to conduct
or to participate in any business or activity whatsoever, including, without
limitation, the acquisition, development, management and exploitation of real
and personal property (other than property of the Partnership), without any
accountability, liability or obligation whatsoever to the Partnership or to any
other Partner, even if such business or activity competes with or is enhanced by
the business of the Partnership. The General Partners, in the exercise of their
power and authority under this Agreement, may contract and otherwise deal with
or otherwise obligate the Partnership to entities in which the General Partners
or any one or more of the officers, directors or shareholders of the General
Partners may have an ownership or other financial interest, whether direct or
indirect.

      5.7 Other Matters Concerning the General Partners.

            (a) The General Partners shall be protected in relying, acting or
      refraining from acting on 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 Partners may exercise any of the powers granted or
      perform any of the duties imposed by this Agreement either directly or
      through agents. The General 


                                      16.
<PAGE>   18

      Partners may consult with counsel, accountants, appraisers, management
      consultants, investment bankers and other consultants selected by them,
      each of whom may serve as consultants for the Partnership. An opinion by
      any consultant on a matter which the General Partners believe to be within
      its professional or expert competence shall be full and complete
      protection as to any action taken or omitted by the General Partners based
      on the opinion and taken or omitted in good faith. The General Partners
      shall not be responsible for the misconduct, negligence, acts or omissions
      of any consultant or contractor of the Partnership or of the General
      Partners and shall assume no obligations other than to use due care in the
      selection of all consultants and contractors.

            (c) No mortgagee, grantee, creditor or other person dealing with the
      Partnership shall be required to investigate the authority of any General
      Partner or secure the approval of or confirmation by any Limited Partner
      of any act of any General Partner in connection with the conduct of the
      Partnership business.

            (d) The General Partners may retain such persons or entities as they
      shall determine (including the General Partners or any entity in which the
      General Partners shall have an interest or with which it is affiliated) to
      provide services to or on behalf of the Partnership. The General Partners
      shall be entitled to reimbursement from their Partnership for their
      out-of-pocket expenses (including, without limitation, amounts paid and
      payable to the General Partners or any entity in which its General
      Partners shall have an interest or with which it is affiliated) incurred
      in connection with Partnership business. Such expenses shall be deemed to
      include the expenses required in connection with the administration of the
      Partnership such as the maintenance of Partnership books and records,
      management of the Partnership properties and assets and preparation of
      information respecting the Partnership needed by the Partners in the
      preparation of their individual tax returns.

      5.8 Partnership Exculpation. Except for fraud, willful misconduct and
gross negligence, no Partner shall have any personal liability whatever, whether
to the Partnership or to the other Partners, for the debts or liabilities of the
Partnership or its obligations hereunder, and the full recourse of the other
Partner shall be limited to the interest of that Partner in the Partnership. To
the fullest extent permitted by law, no officer, director or shareholder of the
General Partners shall be liable to the Partnership for money damages except for
(i) active and deliberate dishonesty established by a final judgment or (ii)
actual receipt of an improper benefit or profit in money, property or services.
Without limitation of the foregoing, and except for fraud, willful misconduct
and gross negligence, no property or assets of any Partner, other than its
interest in the Partnership, shall be subject to levy, execution or other
enforcement procedures for the satisfaction of any judgment (or other judicial
process) in favor of any other Partner(s) and arising out of, or in connection
with, this Agreement. This Agreement is executed by the officers of each Partner
solely as officers of the same and not in their own individual capacities. No
advisor, trustee, director, officer, partner, employee, beneficiary,
shareholder, participant or agent of any Partner (or of any partner of a
Partner) shall be personally liable in any matter or to any extent under or in
connection with this Agreement, and the Partnership, each Partner and their
respective successors and assigns shall look solely to the interest of the other
Partner in the Partnership for the payment of any claim or for any performance
hereunder.


                                      17.
<PAGE>   19

      5.9 General Partner Expenses and Liabilities. All costs and expenses
incurred by the General Partners in connection with their activities as the
General Partners hereunder, all costs and expenses incurred by the General
Partners in connection with their qualification as real estate investment trusts
under the Code and otherwise, other than directors' fees, any income tax
liabilities and any filing or similar fees in connection with maintaining its
continued corporate existence, and all other liabilities incurred or suffered by
the General Partners in connection with the pursuit of their business and
affairs as contemplated hereunder and in connection herewith, shall be paid (or
reimbursed to the General Partners, if paid by the General Partners) by the
Partnership unless and to the extent that any such costs were paid by the
General Partners in connection with the issuance of additional shares of stock
of the Company as contemplated by Paragraph 4.5(B) above.

       5.10 Banking. The funds of the Partnership shall be kept in accounts
designated by the General Partners and all withdrawals therefrom shall be made
on such signature or signatures as shall be designated by the General Partners.

                                   ARTICLE SIX
                    ALLOCATION OF NET PROFITS AND NET LOSSES
                           CASH FLOW AND DISTRIBUTIONS

      6.1 Allocation of Net Profits and Net Losses.

      6.1.1 After giving effect to the special allocations set forth in
Paragraphs 6.4 and 6.5 hereof, Net Profits for any Partnership fiscal year shall
be allocated first, one hundred percent (100%) to the General Partners to the
extent of the excess, if any, of the cumulative Net Losses allocated pursuant to
Paragraph 6.1.4, which have not effectively been reversed under Paragraphs
6.4(a) or 6.4(d) hereof, over the cumulative Net Profits allocated pursuant to
this Paragraph 6.1.1 for all prior fiscal years;

      6.1.2 Next, among the Partners in proportion to their respective
Percentage Interests.

      6.1.3 After giving effect to the special allocations set forth in
Paragraphs 6.4 and 6.5 hereof, Net Losses for any Partnership fiscal year shall
be allocated among the Partners in proportion to their respective Percentage
Interests.

      6.1.4 The Net Losses allocated pursuant to Paragraph 6.1.3 hereof shall
not exceed the maximum amount of Net Losses that can be allocated without
causing any Partner who is not a General Partner to have an Adjusted Capital
Account Deficit at the end of any fiscal year. All losses in excess of the
limitations set forth in this Paragraph 6.1.4 shall be allocated to the General
Partners in proportion to their respective Percentage Interests.

      6.2 Distributions of Operating Cash Flow. As used in this Agreement,
Operating Cash Flow shall mean and be defined as the Net Profits or Net Losses
(a Net Loss being treated as a negative Net Profit amount) during the period in
question of the Partnership increased by the following:


                                      18.
<PAGE>   20

            (a) Any receipts, but excluding Capital Cash Flow and excluding the
      proceeds of any additional Capital Contributions to the Partnership
      pursuant to Paragraphs 4.1 and 4.5 hereof, which are not included in Net
      Profits including, but not limited to, capital contributions and
      withdrawals from operating reserves established by the General Partners;
      and

            (b) Any non-cash charges (such as Depreciation and amortization)
      deducted in determining Net Profits and Net Losses;

---and decreased by the following:

            (c) All expenditures, including any principal payments with respect
      to any indebtedness of the Partnership, which are not deducted in
      determining Net Profits or Net Losses; and

            (d) Any amounts set aside by the General Partners to provide a
      reserve for working capital needs, improvements, repairs or replacements
      or such other purposes as the General Partners shall determine in their
      sole discretion, including but not limited to reserves of cash held for
      future acquisitions.

      Operating Cash Flow of the Partnership shall be determined by the General
Partners not less frequently than quarterly and shall be distributed to or for
the benefit of the Partners in accordance with the respective Percentage
Interests of the Partners not later than fifteen (15) days following the date of
each such determination, except that with respect to OP Units issued pursuant to
clause (i) of the first sentence of Paragraph 4.4(B) hereof, the distribution
with respect to the calendar quarter in which such OP Units are first issued
shall be pro rated based upon a fraction the numerator of which is the number of
days in such calendar quarter such OP Units were outstanding and the denominator
of which is the total number of days in such calendar quarter; provided however,
that there shall be no such pro ration with respect to OP Units issued to the
Company or to an entity directly or indirectly controlled by the Company, for
which the Company issues a corresponding number of additional shares of Common
Stock.

      6.3 Capital Cash Flow. As used in this Agreement, "Capital Cash Flow"
shall mean and be defined as collectively (a) gross proceeds realized in
connection with the sale of any assets of the Partnership, (b) gross financing
or refinancing proceeds, (c) gross condemnation proceeds (excluding condemnation
proceeds applied to restoration of remaining Partnership property) and (d) gross
insurance proceeds (excluding rental insurance proceeds or insurance proceeds
applied to restoration of Partnership property), less (a) applicable closing
costs, (b) the cost to discharge any Partnership financing encumbering or
otherwise associated with the asset(s) involved in any such transaction, (c) the
establishment of reserves (as determined by the General Partners in their sole
discretion, and which may include cash held for future acquisitions), and (d)
other expenses of the Partnership then due and owing. Subject to Paragraph 8.1
below, if applicable, Capital Cash Flow shall be distributed to or for the
benefit of the Partners not less frequently than quarterly and shall be
distributed to the Partners in accordance with the respective Percentage
Interests of the Partners not later than fifteen (15) days following the date of
each such determination.


                                      19.
<PAGE>   21

      6.4 Special Allocations. Notwithstanding the foregoing provisions of this
Article Six, the following allocations may apply:

            (a) Except as provided in Paragraphs 6.4(b) and 6.4(c) hereof, in
      the event any Partner unexpectedly receives any adjustments, allocations,
      or distributions described in Regulations Sections
      1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
      1.704-1(b)(2)(ii)(d)(6), which create or increase an Adjusted Capital
      Account Deficit items of Partnership income and gain shall be specially
      allocated to such Partner in an amount and manner sufficient to eliminate,
      to the extent required by the Regulations, the Adjusted Capital Account
      Deficit created by such adjustments, allocations, or distributions as
      quickly as possible; provided that an allocation pursuant to this
      Paragraph 6.4(a) shall be made if and only to the extent that such Partner
      would have an Adjusted Capital Account Deficit after all allocations
      provided for in this Article Six have been tentatively made as if this
      Paragraph 6.4(a) were not in this Agreement.

            (b) Except as otherwise provided in Regulations Section 1.704-2(f),
      notwithstanding any other provision of this Article Six, if there is a net
      decrease in Partnership Minimum Gain during any Partnership fiscal year,
      each Partner shall be specially allocated items of Partnership income and
      gain for such year (and, if necessary, for subsequent years) in an amount
      equal to such Partner's Share of the net decrease in Partnership Minimum
      Gain, to the extent required and in the manner provided by Sections
      1.704-2(g) of the Treasury Regulations. The items to be so allocated shall
      be determined in accordance with Regulations Sections 1.704-2(f)(6) and
      1.704-2(j)(2). This Paragraph 6.4(b) is intended to comply with the
      minimum gain charge-back provision of Regulations Section 1.704-2(f) and
      shall be interpreted consistently therewith.

            (c) Except as otherwise provided in Regulations Section
      1.704-2(i)(4), notwithstanding any other provision of this Article Six, if
      there is a net decrease in Partner Nonrecourse Debt Minimum Gain
      attributable to a Partner Nonrecourse Debt during any Partnership fiscal
      year, each Partner who has a share of the Partner Nonrecourse Debt Minimum
      Gain attributable to such Partner Nonrecourse Debt, determined in
      accordance with Regulations Section 1.704-2(i)(5), shall be specially
      allocated items of Partnership income and gain for such year (and, if
      necessary, for subsequent years) in an amount equal to such Partner's
      share of the net decrease in Partner Nonrecourse Debt Minimum Gain
      attributable to such Partner Nonrecourse Debt, to the extent required and
      in the manner provided by Section 1.704-2(i)(4) of the Treasury
      Regulations. The items to be so allocated shall be determined in
      accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(i)(2). This
      Paragraph 6.4(c) is intended to comply with the minimum gain charge-back
      provision of Regulations Section 1.704-2(i)(4) and shall be interpreted
      consistently therewith.

            (d) In the event any Partner has a deficit Capital Account at the
      end of any Partnership fiscal year which is in excess of the sum of (i)
      the amount such Partner is obligated to restore pursuant to any provision
      of this Agreement, and (ii) the amount such Partner is deemed to be
      obligated to restore pursuant to the penultimate sentences of 


                                      20.
<PAGE>   22

      Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner
      shall be specifically allocated items of Partnership income and gain in
      the amount of such excess as quickly as possible, provided that an
      allocation pursuant to this Paragraph 6.4(d) shall be made only if and to
      the extent that such Partner would have a deficit Capital Account in
      excess of such amount after all other allocations provided for in this
      Paragraph 6.4 have been made as if Paragraph 6.4(a) hereof and this
      Paragraph 6.4(d) were not in this Agreement.

            (e) To the extent an adjustment to the adjusted tax basis of any
      Partnership asset pursuant to Code Section 734(b) or 743(b) is required to
      be taken into account in computing Capital Accounts pursuant to Treasury
      Regulation Section 1.704-1(b)(2)(iv)(m), the amount of such adjustment to
      the Capital Accounts shall be treated as an item of gain (if the
      adjustment increases the basis of the asset) or loss (if the adjustment
      decreases such basis) and shall be specially allocated to the Partners in
      a manner consistent with the manner in which their Capital Accounts are
      required to be adjusted pursuant to such regulations.

            (f) Syndication Expenses for any fiscal year of the Partnership or
      other period shall be allocated to the Partners in proportion to their
      Partnership Interests, provided that if additional Partners are admitted
      to the Partnership on different dates, all Syndication Expenses shall be
      divided among the Partners who own Partnership Interests from time to time
      so that, to the extent possible, the cumulative Syndication Expenses are
      allocated with respect to each Partner in proportion to their respective
      Partnership Interests. In the event the General Partners determine that
      such result is not likely to be achieved through future allocations of
      Syndication Expenses, the General Partners may allocate a portion of Net
      Profits or Net Losses so as to achieve the same effect in the Capital
      Accounts of the Partners, notwithstanding any other provision with this
      Agreement.

            (g) Nonrecourse Deductions for any fiscal year or other period shall
      be allocated among the Partners in accordance with their respective
      Percentage Interests.

            (h) Partner Nonrecourse Deductions for any fiscal year or other
      period shall be allocated to the Partners who bear the economic risk of
      loss with respect to the Partner Nonrecourse Debt to which such Partner
      Nonrecourse Deductions are attributable in accordance with Treasury
      Regulation Section 1.704-2(i)(1).

            The allocations set forth in this Paragraph 6.4 (the "Regulatory
      Allocations") are intended to comply with certain requirements of Treasury
      Regulation Section 1.704-1(b). The Regulatory Allocations may not be
      consistent with the manner in which the Partners intend to divide
      Partnership distributions. Accordingly, the General Partners are hereby
      authorized to divide other allocations of Net Profit, Net Losses, and
      other items among the Partners so as to prevent the Regulatory Allocations
      from distorting the manner in which Partnership distributions will be
      divided among the Partners pursuant to Article 6 hereof. In general, the
      Partners anticipate that this will be accomplished by specially allocating
      other Net Profit, Net Losses, and items of income, gain, loss, and
      deduction among the Partners so that the net amount of the Regulatory
      Allocations and such special allocations to each such person is zero.
      However, the General Partners shall have discretion to accomplish this
      result 


                                      21.
<PAGE>   23

      in any reasonable manner.

      6.5   Other Allocation Rules

            (a) For purposes of determining the Net Profits, Net Losses, or any
      other items allocable to any period, Net Profits, Net Losses, and any such
      other items shall be determined on a daily, monthly, or other basis, as
      determined by the General Partners using any permissible method under Code
      Section 706 and the Regulations thereunder.

            (b) Any provision of this Agreement to the contrary notwithstanding,
      the allocation of Net Profits or Net Losses for any fiscal year of the
      Partnership during which a person acquires a Partnership Interest (other
      than on formation of the Partnership) shall take into account the
      Partners' varying interests in the Partnership for such fiscal year,
      pursuant to any method permissible under Section 706 of the Internal
      Revenue Code that is selected by the General Partners.

            (c) The Partners are aware of the income tax consequences of the
      allocations made by this Article Six and hereby agree to be bound by the
      provisions of this Article Six in reporting their share of Partnership
      income and loss for income tax purposes.

            (d) Solely for purposes of determining a Partner's proportionate
      share of the "excess nonrecourse liabilities" of the Partnership within
      the meaning of Regulations Section 1.752-3(a)(3), the Partners' interests
      in Partnership profits are equal to their respective Percentage Interests.

      6.6 Tax Allocations: Code Section 704(c)

            (a) Income, gain, loss, and deduction with respect to any property
      contributed to the capital of the Partnership shall, solely for tax
      purposes, be allocated among the Partners so as to take account of any
      variation between the adjusted basis of such property to the Partnership
      for federal income tax purposes and its initial Gross Asset Value in
      accordance with any permissible manner or manners under Code Section
      704(c) and the Regulations thereunder .

            (b) In the event the Gross Asset Value of any Partnership asset is
      adjusted pursuant to Paragraph 1.14(b) hereof, subsequent allocations of
      income, gain, loss, and deduction with respect to such asset shall take
      account of any variation between the adjusted basis of such asset for
      federal income tax purposes and its Gross Asset Value in the same manner
      or manners as under Code Section 704(c) and the Regulations thereunder.

            (c) Any elections or other decisions relating to such allocations
      shall be made by the General Partners in any permissible manner under the
      Code or the Regulations that the General Partners may elect in their sole
      discretion. Allocations pursuant to this Paragraph 6.6 are solely for
      purposes of federal, state, and local taxes and shall not affect, or in
      any way be taken into account in computing, any Partner's Capital Account
      or share of Net Profits, Net 


                                      22.
<PAGE>   24

      Losses, other items, or distributions pursuant to any provision of this
      Agreement.

      6.7 Amounts Withheld. Each Limited Partner hereby authorizes the
Partnership to withhold from or pay on behalf of or with respect to such Limited
Partner any amount of federal, state, local or foreign taxes that the General
Partners determine that the Partnership is required to withhold or pay with
respect to any amount distributable or allocable to such Limited Partner
pursuant to this Agreement, including, without limitation, any taxes required to
be withheld or paid by the Partnership pursuant to Sections 1441, 1442, 1445 or
1446 of the Code. Any amount paid on behalf of or with respect to a Limited
Partner shall constitute a loan by the Partnership to such Limited Partner,
which loan shall be repaid by such Limited Partner within 15 days after notice
from the General Partners that such payment must be made unless (i) the
Partnership withholds such payment from a distribution which would otherwise be
made to the Limited Partner or (ii) the General Partners determine, in their
sole and absolute discretion, that such payment may be satisfied out of the
available funds of the Partnership which would, but for such payment, be
distributed to the Limited Partner. Any amounts withheld pursuant to the
foregoing clauses (i) or (ii) shall be treated as having been distributed to
such Limited Partner. Each Limited Partner hereby unconditionally and
irrevocably grants to the Partnership a security interest in such Limited
Partner's Partnership Interest to secure such Limited Partner's obligation to
pay to the Partnership any amounts required to be paid pursuant to this Section
6.7. In the event that a Limited Partner fails to pay any amounts owed to the
Partnership pursuant to this Section 6.7 when due, the General Partners may, in
their sole and absolute discretion, elect to make the payment to the Partnership
on behalf of such defaulting Limited Partner, and in such event shall be deemed
to have loaned such amount to such defaulting Limited Partner and shall succeed
to all rights and remedies of the Partnership as against such defaulting Limited
Partner (including, without limitation, the right to receive distributions). Any
amounts payable by a Limited Partner hereunder shall bear interest at the base
rate on corporate loans at large United States money center commercial banks, as
published from time to time in the Wall Street Journal, plus four percentage
points (but not higher than the maximum lawful rate) from the date such amount
is due (i.e., 15 days after demand) until such amount is paid in full. Each
Limited Partner shall take such actions as the Partnership or the General
Partners shall request in order to perfect or enforce the security interest
created hereunder.

                                  ARTICLE SEVEN
                               TERM OF PARTNERSHIP

      7.1 Commencement. The term of the Partnership shall be deemed to have
commenced upon the filing of the Original Certificate of Limited Partnership.

      7.2 Termination. The term of the Partnership shall end, and the
Partnership shall be dissolved and its affairs wound up in the manner hereafter
provided, solely on the first to occur of the following events ("Liquidating
Event"):

            (a) December 31, 2093;

            (b) the agreement of those Partners holding at least ninety percent
      (90%) of the 


                                      23.
<PAGE>   25

      Percentage Interests of all of the Partners determining that the
      Partnership should be dissolved;

            (c) the happening of any other event that makes it unlawful,
      impossible, or impractical to carry on the business of the Partnership; or

            (d) the withdrawal or removal of the last remaining General Partner,
      the assignment by the last remaining General Partner of its entire
      Partnership Interest (other than by virtue of a merger of such General
      Partner), or the happening of any other event that causes any General
      Partner to cease to be a general partner under the Act, provided that any
      such event shall not constitute a Liquidating Event if the Partnership is
      continued pursuant to this Paragraph 7.2.

      The Partners hereby agree that, notwithstanding any provision of the Act,
the Partnership shall not dissolve prior to the occurrence of a Liquidating
Event. Upon the occurrence of any event set forth in Paragraph 7.2(d) hereof,
the Partnership shall not be dissolved or required to be wound up if within
ninety (90) days after such event a majority in interest (within the meaning of
Section 301.7701-2(b)(1) of the Treasury Regulations, determined in accordance
with Revenue Procedure 94-46, 1994-28 I.R.B. 129, or any successor revenue
procedure or pronouncement of the Internal Revenue Service) of all the remaining
Partners agree in writing to continue the business of the Partnership and to the
appointment, effective as of the date of such event, of one or more additional
General Partners if the successor general partner is not a former General
Partner, then the interest in the Partnership of any former General Partner
shall be treated thereafter as the interest of a Limited Partner.

      7.3 Continuation. None of the following shall cause a dissolution or
termination of the Partnership: the death, legal incompetency, dissolution or
insolvency of a Limited Partner or the admission of a new General or Limited
Partner. In such event, and subject to other provisions of this Agreement, the
Partnership shall continue among the remaining Partners and the successor to
such Limited Partner's Partnership Interest. In the event of the death of an
individual Partner, such individual Limited Partner's interest in the
Partnership shall be transferred either by will, the laws of intestacy or
otherwise to the legal representative or successor of such individual Limited
Partner.

                                  ARTICLE EIGHT
                              APPLICATION OF ASSETS

      8.1 Dissolution and Liquidation. Upon the happening of any of the events
specified in Paragraph 7.2 hereof, the General Partners shall conclude the
affairs and liquidate the property and assets of the Partnership and the
proceeds of such liquidation shall be applied in the order of priority as
follows:

            (a) First, to the payment of, or to a reserve for the payment of,
      Partnership liabilities and obligations (other than those described in
      Paragraph 8.1(b) hereof) including such provision for contingent or
      unforeseen liabilities as the General Partners, or by the 


                                      24.
<PAGE>   26

      person(s) winding up the affairs of the Partnership in the event there is
      no remaining General Partner of the Partnership, may establish for any
      contingent or unforeseen liabilities or obligations of the Partnership.
      Such reserves established hereunder shall be held for the purpose of
      paying any such contingent or unforeseen liabilities or obligations and,
      at the expiration of such period as the General Partners, or such
      person(s) deems advisable, the balance of such reserves shall be
      distributed in the manner provided hereinafter in this Paragraph 8.1 as
      though such reserves had been distributed contemporaneously with the other
      funds distributed hereunder:

            (b) Second, to the General Partners and any Affiliate, an amount
      equal to the outstanding principal balance of, and all accrued and unpaid
      interest on, any loans made by them to the Partnership, apportioned
      between them, pro rata, based on the respective balances of such loans;
      and

            (c) Then, to the Partners in accordance with their respective
      Capital Accounts, after giving effect to all contributions, distributions,
      and allocations for all periods.

      To the extent that Partnership assets cannot either be sold without undue
loss or readily divided for distribution in kind to the Partners, then the
Partnership may, as determined by the General Partners or the Trustee appointed
pursuant to Paragraph 8.4 hereof, convey those assets to a trust or other
suitable holding entity established for the benefit of the Partners in order to
permit the assets to be sold without undue loss and the proceeds thereof
distributed to the Partners at a future date. The legal form of the holding
entity, the identity of the trustee or other fiduciary, and the terms of its
governing instrument shall be determined by the General Partners or the Trustee.

      8.2 Power of Attorney. The Limited Partners hereby appoint each of the
General Partners as their true and lawful attorney-in-fact to hold, collect and
disburse, in accordance with this Agreement, any Partnership receivables
existing at the time of the termination of the Partnership and the proceeds of
the collection of such receivables, including those arising from the sale of
Partnership property and assets. The foregoing power of attorney (and all other
powers of attorney granted hereunder) is a special power of attorney coupled
with an interest, is irrevocable and shall survive the transfer or assignment by
a Limited Partner of his or her Partnership Interest and the death or disability
of each Limited Partner; provided, however, such power of attorney shall
terminate upon the distribution of the proceeds of all of such receivables in
accordance with the provisions of this Agreement. The General Partners shall be
entitled to reimbursement for the reasonable expenses incurred by them in acting
under this power of attorney.

      8.4 Appointment of Trustee. If, at the time of dissolution and winding up
of the Partnership there is no General Partner, or if the General Partners have
failed to act in accordance with this Agreement or are otherwise in default
under the terms of this Agreement, which default has not been cured, those
Limited Partners constituting a Majority in Interest shall appoint a liquidating
trustee ("Trustee") to wind up the affairs and liquidate (and/or, if applicable,
distribute) the property and assets of the Partnership, and such Trustee shall
have all powers necessary under this Article Eight and shall be compensated as
agreed upon by the Majority Interest and such Trustee. Such Trustee may, but
need not, be one of the Limited Partners.


                                      25.
<PAGE>   27

      8.5 Date of Termination. The Partnership shall be terminated when all
notes received in connection with the disposition of its assets have been paid
and all of the cash or property available for application and distribution under
Paragraph 8.1 hereof (including amounts held as reserves) shall have been
applied and distributed in accordance therewith.

                                  ARTICLE NINE
                     ASSIGNABILITY OF PARTNERSHIP INTERESTS
                           AND WITHDRAWAL BY A PARTNER

      9.1 Assignment by the General Partner. In no event may a General Partner
at any time assign, sell, transfer, pledge, hypothecate or otherwise dispose of
all or any portion of its Partnership Interest, except by operation of law,
which would include a statutory merger or consolidation of a General Partner. In
the case of a transfer of a General Partner's Partnership Interest by statutory
merger or consolidation only, the transferee receiving such interest shall
become a General Partner of the Partnership and shall succeed to the rights,
interests and obligations of the transferor General Partner in the Partnership.

      9.2 Limited Partner.

            (a) No Limited Partner or Substituted Limited Partner shall, without
      the prior written consent of the General Partners (which consent may be
      given or withheld in the sole discretion of the General Partners), sell,
      assign, distribute or otherwise transfer (a "Transfer") all or any part of
      such Partner's interest in the Partnership except by operation of law,
      gift (outright or in trust) or by sale or distribution, in each case to or
      for the benefit of his spouse or descendants, or to one or more partner,
      shareholder, beneficiary or Affiliate of such Partner, except for pledges
      or other collateral transfers effected by a Limited Partner to secure the
      repayment of a loan, and except for the exchange of OP Units for shares of
      common stock of the company, pursuant to Paragraph 4.4(C) hereof. A
      Limited Partner shall notify the General Partners of any Transfer of
      beneficial interest or other interest which occurs without a transfer of
      record ownership, as well as any pledge or other collateral transfer. No
      part of the interest of a Limited Partner shall be subject to the claims
      of any creditor, any spouse for alimony or support, or to legal process,
      and may not be voluntarily or involuntarily alienated or encumbered except
      as may be specifically provided for in this Agreement.

            (b) An assignee, legatee, distributee or other transferee (whether
      by conveyance, operation of law or otherwise) (a "Transferee") of all or
      any portion of a Limited Partner's interest in the Partnership shall be
      entitled to receive Net Profits, Net Losses and distributions hereunder
      attributable to such interest acquired by reason of such Transfer, from
      and after the effective date of the Transfer of such interest; provided,
      however, anything in this Agreement to the contrary notwithstanding, (a)
      no Transfer by a Limited Partner shall be effective until such Transfer
      has been consented to by the General Partners, (b) no Transferee shall be
      considered a Substituted Limited Partner without the prior written 


                                      26.
<PAGE>   28

      consent of the General Partners, in their sole discretion, (c) the
      Partnership and the General Partners shall be entitled to treat the
      transferor of such interest as the absolute owner thereof in all respects,
      and shall incur no liability for the allocation of Net Profits and Net
      Losses or distributions which are made to such transferor until such time
      as the written instrument of Transfer has been received by the General
      Partners and the "effective date" of the Transfer has passed. The
      "effective date" of any Transfer shall be the last day of the month set
      forth on the written instrument of Transfer or such other date consented
      to in writing by the General Partners as the "effective date."

            (c) Notwithstanding anything to the contrary contained in this
      Paragraph 9.2, (i) in the event of a permitted transfer under Paragraph
      9.2(a) hereof or in the event an Affiliate distributes, in dissolution and
      liquidation or otherwise, all or any portion of its interest in the
      Partnership, the permitted transferee and/or partners in such Affiliate
      receiving such interest shall become Substituted Limited Partners, and
      shall succeed to the rights, interests and obligations of their respective
      transferor in the Partnership, in proportion to their respective interests
      so received, and (ii) no Transfer shall be effective to the extent that
      such Transfer would, by treating the interest in the Partnership so
      transferred as if it had been exchanged for Common Stock in accordance
      with Paragraph 4.4(C) hereof, violate the limitations on ownership of
      Common Stock contained in Article VII of the Articles of Incorporation of
      the Company.

            (d) Admission Adjustments. The General Partners shall, when
      necessary, cause this Agreement to be amended from time to time to reflect
      the addition or withdrawal of Partners, including the corresponding
      adjustments to Percentage Interests and OP Units required pursuant to
      Paragraphs 4.4(B), 4.4(C) and 9.2(c) hereof.

      9.3 Withdrawal of a Limited Partner. No Limited Partner may retire or
withdraw from the Partnership prior to the dissolution of the Partnership and
the completion of the winding up of the affairs and the liquidation (and/or
distribution, as the case may be) of the property and assets of the Partnership
pursuant to the provisions of Article Eight hereof.

                                   ARTICLE TEN
                      OBLIGATIONS AND RIGHTS OF TRANSFEREES

      10.1 Acceptance of this Agreement. Any person who acquires in any manner
whatsoever any interest in the Partnership, irrespective of whether such person
has accepted and adopted in writing the terms and provisions of this Agreement,
shall be deemed by the acceptance of the benefit of the acquisition thereof to
have agreed to be subject to and bound by all the obligations of this Agreement
to which or by which any predecessor in interest of such person was subject or
bound.

                                 ARTICLE ELEVEN
                            INVESTMENT REPRESENTATION


                                      27.
<PAGE>   29

      11.1 Investment. The Partners represent to each other and to the
Partnership that they are acquiring their respective interests in the
Partnership for their own personal accounts for investment purposes only, and
without a view to pledging, transferring or distributing their Partnership
Interests.

      11.2 Restrictive Legend. If at any time the Partnership Interests are
evidenced by certificates or other documents, each such certificate or other
document will contain a legend stating that (i) such Partnership Interests (1)
have not been registered under the Securities Act of 1933 (the "Federal Act") or
the securities laws of any other state, (2) have been issued pursuant to a claim
of exemption from the registration provisions of the Federal Act and any state
securities law which may be applicable, and (3) may not be sold, transferred or
assigned without compliance with the registration provisions of the Federal Act
and any other applicable Federal or state securities laws or compliance with
applicable exemptions therefrom, and (ii) sale, transfer or assignment of such
Partnership Interests is further subject to restrictions contained in this
Agreement and a subscription agreement pursuant to which each Limited Partner
subscribed for his or her Partnership Interests, and such Partnership Interests
may not be sold, transferred or assigned unless and to the extent permitted by,
and in accordance with, the provisions of this Agreement and such subscription
agreement.

                                 ARTICLE TWELVE
                                   AMENDMENTS

      12.1 Amendments to this Agreement. This Agreement shall not be amended
without the prior written consent of the General Partners and a Majority in
Interest; provided, however, that (1) except as otherwise specifically provided
herein, no amendment shall reduce a Partner's interest in the Partnership except
to reflect the admission of additional Partners, unless the Partner consents
thereto in writing, (2) no amendment shall effect any change in this Article
unless all the Partners consent thereto in writing, and (3) Exhibit A may be
modified from time to time by the General Partners to reflect any change in the
Limited Partners or in the interest of any Partner which has been effected by
appropriate action of the parties involved, by filing with the appropriate
authorities an amendment to the Certificate of Limited Partnership setting forth
the Partners and the interest owned by each. Any amendment made pursuant to this
Article may be made effective as of any earlier or later date.

                                ARTICLE THIRTEEN
                            MISCELLANEOUS PROVISIONS

      13.1 Books of Account, Reports.

            (a) The General Partners shall keep true and complete books of
      account and records of all Partnership transactions. The books of account
      and records shall be kept at the principal office of the Partnership. Each
      Partner may inspect and make copies of all Partnership books and records,
      at reasonable hours and such Partner's expense.


                                      28.
<PAGE>   30

            (b) The General Partners shall maintain at the offices of the
      Partnership a list of the names and addresses of all Limited Partners
      which shall be available to any Limited Partner or designated
      representative.

            (c) The General Partners shall furnish each Limited Partner a report
      setting forth the Partnership assets and liabilities, the Partnership Net
      Profits or Net Losses for the year, and the allocation thereof among the
      Partners, and such other information relating to the Partnership as may be
      reasonably required in order to permit that Partner to file its federal
      income tax return for that year.

            (d) The fiscal year of the Partnership shall be the calendar year,
      unless the Internal Revenue Code requires that some other fiscal year be
      utilized.

      13.2 Bank Accounts and Investment of Funds. All funds of the Partnership
shall be deposited in its name in such checking accounts, savings accounts, time
deposits, or certificates of deposit or shall be invested in such other manner
as shall be designated by the General Partners from time to time. Withdrawals
shall be made upon such signature or signatures as the General Partners may
designate.

      13.3 Accounting Decisions. All decisions as to accounting matters, except
as specifically provided to the contrary herein, shall be made by the General
Partners in accordance with generally accepted federal income tax accounting
principles consistently applied. Such decisions may be acceptable to the
accountants retained by the Partnership, and the General Partners may rely upon
the advice of the accountants as to whether such decisions are in accordance
with generally accepted federal income tax accounting principles.

      13.4 Federal Income Tax Elections.

            (a) The Partnership shall, to the extent permitted by applicable law
      and regulations and upon obtaining any necessary approval of the
      Commissioner of Internal Revenue, elect to use such methods of
      depreciation, and make all other federal income tax elections in such
      manner, as the General Partners determine to be most favorable to the
      Partners. The General Partners may rely upon its tax advisors as to the
      unavailability and effect of all such elections.

            (b) In the event of a permitted transfer of all or part of the
      interest of a Partner, the Partnership may, if the transferee so requests
      and if the General Partners in its sole and absolute discretion agrees to
      do so, file an election in accordance with Section 754 of the Internal
      Revenue Code, or any similar provisions enacted in lieu thereof, and the
      regulations promulgated thereunder, to adjust the basis of the Partnership
      Property. In the event of the death of a Partner the Partnership shall, if
      the successor to such deceased Partner's interest in the Partnership
      timely requests, file such election in accordance with section 754 of the
      Internal Revenue Code. Each Partner hereby agrees to provide the
      Partnership with all information necessary to give effect to such
      election.


                                      29.
<PAGE>   31

      13.5 Conveyances. Any deed, bill of sale, mortgage, lease, contract of
sale, or other commitment purporting to convey or encumber the interest of the
Partnership in all or any portion of any real or personal property at any time
held in its name shall be signed by any General Partner on behalf of the
Partnership, and no other signature shall be required and any transferee of such
interest and any title company may rely upon the authority herein granted and
conferred.

      13.6 Recovery of Attorney's Fees. In any action between the parties to
enforce any of the terms of this Agreement or of any other contract relating to
the Partnership, or an action in any other way pertaining to Partnership affairs
or this Agreement, the prevailing party shall be entitled to recover expenses,
including a reasonable attorney's fee.

      13.7 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and may be modified only as provided herein. No
representations, warranties or oral or implied agreements have been made or are
being relied upon by any party hereto or his agent except as expressly set forth
herein.

      13.8 Notices, Etc. Any notice, writing, or other matter, and any
distribution, to be delivered hereunder shall be deemed delivered when delivered
by hand or by telecopy or other facsimile transmission, the first business day
after sent by overnight courier (such as Federal Express), or on the second
business day after deposited in the United States mail with postage prepaid,
return receipt requested, properly addressed to the Partner o whom such notice
is intended to be given at the address for the Partner set forth on the
signature pages of this Agreement, or at such other address as such person may
have previously furnished in writing to the Partnership and each Partner with
copies to:

                  Timmis & Inman L.L.P.
                  300 Talon Centre
                  Detroit, Michigan  48207
                  Attention: Henry J. Brennan III, Esq.
and:
                  Rogers & Wells
                  200 Park Avenue
                  New York, New York  10166
                  Attention: Jay L. Bernstein, Esq.

      13.9 Consent of Limited Partners. Various provisions of this Agreement
require or permit the consent, approval, or agreement, written or otherwise, of
the Partners or some specific proportion thereof. In any such case, the General
Partners may give all the Limited Partners written notice that any Limited
Partner who does not indicate disapproval by written notice to the Partnership
within a specified period of time (not less than 90 days after mailing of the
notice) shall be deemed to have given consent or approval to the action or event
or to have made the agreement referred to in the notice. In such event, any
Limited Partner who does not indicate disapproval by written notice to the
Partnership within the time specified shall be deemed to have given his written
consent, approval, or agreement.


                                      30.
<PAGE>   32

      13.10 Meetings. The General Partners shall promptly call an information
meeting of all Limited Partners upon the request by Limited Partners who
constitute a Majority in Interest.

      13.11 Further Execution. Upon request of the General Partners from time to
time, the Partners shall execute and swear to or acknowledge any amended
Certificate of Limited Partnership or any other writing which may be required by
any rule or law or which may be appropriate to the effecting of any action by or
on behalf of the Partnership or the Partners which has been taken in accordance
with the provisions of this Agreement.

      13.12 Submission to Maryland Jurisdiction. During such time as any Limited
Partner is not a resident of the State of Maryland, such Limited Partner
irrevocably designates the General Partners as his or her agent to accept
service of process in any action or proceeding brought by the Partnership or any
party to this Agreement (but not any third party unless such Limited Partner is
impleaded by the Partnership or a party to this Agreement) against such Partner
and arising out of this Agreement or any breach thereof. Such designation shall
not be revoked by the act, death, or incapacity of any Limited Partner and shall
bind heirs, personal representatives, successors, and assigns of such Limited
Partner. The General Partners accepting such service on behalf of a Limited
Partner agrees to give such Limited Partner written notice thereof as soon as
practicable.

      13.13 Benefits. This Agreement shall inure to the benefit of and shall
bind the parties hereto, their successors and permitted assigns. None of the
provisions of this Agreement shall be construed as for the benefit of or as
enforceable by any creditor of the Partnership or the Partners or any other
person not a party to this Agreement.

      13.14 Severability. The invalidity or unenforceability of any provision of
this Agreement in a particular respect shall not affect the validity and
enforceability of any other provision of this Agreement or of the same provision
in any other respect.

      13.15 Captions. All captions are for convenience only, they do not form a
substantive part of this Agreement, and they shall not restrict or enlarge any
substantive provisions of this Agreement.

      13.16 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one instrument. The General Partners shall have custody of
counterparts executed in the aggregate by all Partners.

      13.17 Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws and decisions of the State of Maryland.
Except to the extent the Act is inconsistent with provisions of this Agreement,
the provisions of the Act shall apply to the Partnership.

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


                                      31.
<PAGE>   33
                           CHATEAU PROPERTIES, INC.

                         1997 EQUITY COMPENSATION PLAN

<PAGE>   34

                               TABLE OF CONTENTS

                                                                          Page

1.    Definitions............................................................

2.    Effective Date and Termination of Plan.................................

3.    Administration of Plan.................................................

4.    Eligibility for and Grant of Options and Restricted Stock; Committee
      Authority..............................................................

5.    Number of Shares Subject to the Plan...................................

6.    Options................................................................

7.    Restricted Stock.......................................................

88.   Regulations and Approvals..............................................

9.    Interpretation and Amendments; Other Rules.............................

10.   Changes in Capital Structure...........................................

11.   Notices................................................................

12.   Rights as Stockholder..................................................

13.   Rights to Employment...................................................

14.   Exculpation and Indemnification........................................

15.   Captions...............................................................

16.   Governing Law..........................................................