Amended and Restated Agreement

Amended and Restated Agreement Admitting a New Partner to a Real Estate Investment Partnership

First Amended and Restated Agreement made between referred to herein as Partner One, and as joint tenants with the right of survivorship, and referred to herein as Partner Three, and referred to herein as Partner Four, as joint tenants with the right of survivorship, and as Partner Five, and as joint tenants with the right of survivorship, all being residents with a common address at .

Whereas, on , Partner One, Partner Two, Partner Three, and Partner Four entered into Articles of Partnership (the Partnership Agreement) for (the Partnership); and

Whereas, the Partnership Agreement was amended by a First Amendment to the Partnership Agreement on ; and

Whereas, Partner One, Partner Two, Partner Three, and Partner Four are selling to Partner Five and Partner Six, as joint tenants with rights of survivorship, a % interest in the Partnership by execution of an Agreement for Purchase and Sale of Building Partnership Interest (the Purchase Agreement) of even date with this Agreement; and

Whereas, a copy of the Purchase Agreement is attached as Exhibit A, and incorporated by this reference; and

Whereas, Partner One, Partner Two, Partner Three, and Partner Four desire to admit Partner Five and Partner Six as additional Partners in the Partnership, and to amend and restate the Partnership Agreement to reflect such admission and to restate the formal relationship among all of them as Partners;

Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:

1. All assets, liabilities, and Partner capital accounts of that Partnership known as , as comprised of Partner One, Partner Two, Partner Three, and Partner Four are accepted and assumed as of by the Partnership as comprised of Partner One, Partner Two, Partner Three, and Partner Four, Partner Five and Partner Six. The books of account of the Partnership shall be adjusted as of to recognize the % interest of each Partner.

2. The Articles of Partnership are amended and restated to read in their entirety as follows:

Article I. The parties agree to the continuation of the partnership known as , pursuant to 's Uniform Partnership Act .

Article II.

A. The purpose of the Partnership shall be to own and operate investment properties, including the property described on the attached Exhibit A, and any properties in which the Partnership has an interest with all facilities and appurtenances to the same; enter into, perform, and carry out contracts of any kind necessary to, or in connection with, or incidental to, the accomplishment of the purposes of the Partnership; hold, own, acquire, dispose of, or otherwise enter into agreements with business entities and partnerships; acquire any property, real or personal, in fee or under lease, or any rights in or appurtenant to such property, necessary for the construction and operation of such projects; and borrow money, issue evidence of indebtedness, and secure the same by mortgage, pledge, or other lien, in furtherance of any or all projects of its business.

B. The principal place of business of the Partnership shall be at , , as described on the attached Exhibit B.

Article III.

A. The percentage interest of each Partner in this Partnership shall, as of , be as follows: %. All profits and losses of the Partnership shall be divided in accordance with the current percentage interest of each Partner in this Partnership.

B. The Partners shall strive to maintain equal capital accounts. Accordingly, additional capital deemed necessary by the Partners from time to time for carrying on the Partnership's business shall be contributed by the Partners equally. No contributions to capital shall bear interest.

Article IV.

For voting purposes, Partner One and Partner Two shall be considered one partner with one vote; Partner Three and Partner Four shall be considered one partner with one vote; and Partner Five and Partner Six shall be considered one Partner with one vote. Each Partner shall have a vote in all decisions relating to the conduct and operation of this Partnership, and all matters shall be decided by majority vote, or two out of three votes of the Partners, except as set forth in Article V. The Partnership shall maintain a partnership checking account in a bank to be selected by the Partners and checks drawn on this account shall be for Partnership purposes only. Any individual Partner shall have the right to sign Partnership checks; provided, however, any check for an amount in excess of $ may not be issued except with the unanimous consent of all the other Partners.

Article V. No Partner may, without the written consent of all the other Partners:

A. Borrow money in the Partnership name for Partnership purposes or use assets owned by the Partnership as security for such loans;

B. Assign, transfer, pledge, compromise, or release any of the claims of or debts due the Partnership except on payment in full, or arbitrate or consent to the arbitration of any of the disputes or controversies of the Partnership;

C. Make, execute, or deliver any assignment for the benefit of creditors, or any confession of judgment, chattel mortgage, deed, guarantee, indemnity bond, or surety bond;

D. Pledge or hypothecate or in any manner transfer his or her interest in the Partnership except as provided in these Articles of Partnership;

E. Draw, accept, or sign any bill of exchange or promissory note contracting any debt on account of the Partnership or employing any of the monies or effects of the Partnership, or in any manner pledging the credit of the Partnership, except in the usual and regular course of business;

F. Sign any check, note, or draft on behalf of the Partnership, or purchase or sell (except as provided in these Articles of Partnership) or enter into any contract for the purchase or sale of any asset of the Partnership having a value greater than $ , except for regular mortgage payments in connection with the real property described on Exhibit A;

G. Cause or suffer anything to be done by which the property of the Partnership may be attached, taken on execution, seized, sequestered, or subjected to any lien or charge;

H. Lend any money of the Partnership;

I. Admit a new partner;

J. Do any act contrary to these Articles of Partnership;

K. Reveal any confidential information communicated to him or her in connection with the business of this Partnership; or

L. Determine that additional capital is necessary for the continuation of the business of the Partnership.

Article VI. Each year the Partners shall determine the value of each Partner's interest in this Partnership at a Partnership meeting held for the purpose of determining such value and shall indicate the value of the interest on Exhibit B, which is attached to these Articles of Partnership. Such determination shall be made not later than April 1 of each calendar year and, once made, shall set the value of each Partner's Partnership interest for the entire calendar year for which the valuation was made. If a current valuation of each Partner's Partnership interest is not made by April 1 of each calendar year, the value as last previously determined shall govern. However, in the event of the death or withdrawal of any Partner at a point in time that is more than years after the last determination of the value of each Partner's interest in this Partnership in accordance with the provisions above, the value of the percentage interest in this Partnership of the deceased or withdrawing Partner shall be derived by mutual agreement among the withdrawing Partner or the legal representative of the deceased Partner, as the case may be, and the surviving or remaining Partners. If the withdrawing Partner or the legal representative of the deceased Partner, as the case may be, and the surviving or remaining Partners are unable within a period of days to mutually agree on the value of the deceased or withdrawing Partner's percentage interest in the Partnership, then the value of the interest shall equal the value last previously determined but increased, however, for inflation by a factor of % per annum since the date the value was last previously determined.

Article VII.

A. On the death, disability, or voluntary withdrawal of any Partner, the remaining Partners (any such event referred to as a Withdrawal), each remaining Partner shall have a first option to purchase that fractional part of the entire interest of the Withdrawing Partner as the percentage interest of each such Remaining Partner in this Partnership then bears to the aggregate percentage interest of all Remaining Partners in this Partnership; in which case the purchase price due from each such Remaining Partner to the Withdrawing Partner shall be equal to that same fractional part of the value of the interest of the Withdrawing Partner in the Partnership, as the value is determined in accordance with the provisions of Article VI. This option must be exercised within days of notice to the Remaining Partners of the event of death or disability or the Withdrawing Partner's intent to withdraw.

B. If, within a period of days following receipt of notice of a Withdrawal or intent to withdraw, any Remaining Partner elects to purchase less than all of the fractional portion of the entire interest of the Withdrawing Partner that the Remaining Partner has the option to purchase, and if the other Remaining Partner shall have exercised the Remaining Partner's first option in full, and within the period of time specified in these Articles of Partnership the other Remaining Partner shall have a second option to purchase part or all of that fractional part of the interest of the Withdrawing Partner not elected to be purchased by the other Remaining Partner pursuant to the first option described above. The second option must be exercised within a period of days following expiration of the -day period provided above for exercising the first option. The purchase price due from each Remaining Partner who timely exercises a second option to acquire part or all of that fractional part of the entire interest of the Withdrawing Partner which is subject to the option shall be equal to that fractional part of the value of the interest of the Withdrawing Partner in the Partnership not elected to be purchased by the other remaining Partner, determined in accordance with the provisions of Article VI.

C. Payment of the purchase price due from each Remaining Partner to the Withdrawing Partner, whether pursuant to the timely exercise of the first or second options, shall be on such terms and conditions as may be mutually agreeable between the Remaining Partners and the Withdrawing Partner, or the Withdrawing Partner's legal representative. However, if any Remaining Partners and the Withdrawing Partner, or the Withdrawing Partner's legal representative cannot agree on the terms and conditions for payment of the purchase price, the purchase price shall be payable by each Remaining Partner to the Withdrawing Partner, or the Withdrawing Partner's legal representative in equal annual installments of principal, together with interest on those amounts at the rate of % per annum. In the latter case, the entire purchase price shall be payable not later than years following the effective date of the Withdrawing Partner's withdrawal from the Partnership.

D. If less than all of the entire Partnership interest of the Withdrawing Partner is purchased by the Remaining Partners pursuant to the exercise of the first and second options described above, the Partnership shall nevertheless retain a right of first refusal to purchase that part of the Partnership interest of the Withdrawing Partner not previously acquired pursuant to the provisions of this Article VII, for the price and on the same terms and conditions as subsequently may be offered to the Withdrawing Partner or his Estate, in a bona fide manner, by any third party unrelated to any Partner or Withdrawn Partner under these Articles of Partnership. The right of first refusal shall extend for a period of days following receipt from the Withdrawing Partner of written notice of the terms of the third party offer. If the right to purchase is not exercised by the Partnership within that period, the Withdrawing Partner then shall possess the right to dispose of the interest on the terms and conditions specified in the third party offer. If, however, the sale to the third party is for less than the remaining interest or is not completed, the Partnership's right of first refusal shall begin again.

Article VIII. The Partnership may, but is not obligated to, purchase life insurance on the lives of the Partners. The Partnership shall be named as the sole beneficiary of any such policy and shall make all required premium payments. In no event shall any part of the proceeds of any such life insurance policy be considered a part of a deceased Partner's interest in this Partnership. In such case, the life insurance proceeds derived from any life insurance policy purchased by the Partnership pursuant to this Article VIII shall first be applied against the purchase price for the entire interest of the Withdrawn Partner in this Partnership. If the proceeds from the policy are insufficient to purchase the entire interest of the Withdrawn Partner in the Partnership, the balance of the purchase price for the interest shall be paid in equal monthly installments over a period not exceeding years from the date of the deceased Partner's death, which installments shall include interest computed at the Applicable Federal Rate in effect at the date of the deceased Partner's death, as determined in accordance with the provisions of Section 1274(d) of the Internal Revenue Code, or any successor section of similar import. If the insurance proceeds exceed the amount necessary to purchase the entire interest, the excess shall be retained by the Partnership.

Article IX. Except as provided above, no Partner shall, unless all other Partners consent, (a) assign, mortgage, or sell part or all of his or her share of the Partnership or its capital assets or any property, or enter into any agreement as a result of which any other person shall become interested in the Partnership; or (b) do any act detrimental to the best interests of the Partnership, or which would make it impossible to carry on the ordinary business of the Partnership.

Article X. On agreement of all Partners to dissolve this Partnership or the sale of all or substantially all of the assets of the Partnership, the Partnership shall be dissolved and its affairs wound up. Any remaining Partnership property shall be liquidated as soon as possible. The proceeds received from the sale or liquidation shall be used to discharge all Partnership liabilities, with the balance divided among the Partners in accordance with their then current percentage interests in the Partnership as set forth in Article III.

Article XI. These Articles of Partnership shall be binding on, and shall inure to the benefit of, each party to the Agreement, as well as the party's heirs, executors, administrators, personal representatives, successors, and assigns. These Articles of Partnership shall be governed by and construed in accordance with the laws of .

Witness our signatures this the day of of , 20 .

(Attachment of exhibits)