Real Estate Partnership Agreement

AGREEMENT OF PARTNERSHIP

[NAME OF PARTNERSHIP]

Dated as of ,

THIS AGREEMENT OF PARTNERSHIP of is entered into and shall be effective as of the day of , , by and among , a , as managing partner (the "Managing Partner"), and , and , as partners.

ARTICLE 1

THE PARTNERSHIP

1.1 Organization. The Partnership is hereby organized as a general partnership effective as of the date hereof pursuant to, in accordance with and for purposes of the provisions of the Act.

1.2 Partnership Name. The name of the Partnership shall be and all business of the Partnership shall be conducted in such name.

1.3 Purpose. The purpose of the Partnership is to acquire, develop, construct, improve, finance, mortgage, hold, lease, own, operate, refinance and sell or otherwise dispose of the Property and to engage in actions necessary, convenient or incidental to all of the foregoing.

1.4 Principal Place of Business. The principal place of business of the Partnership shall be located at or at such other place within or without the State of as may be determined by the Managing Partner.

1.5 Term. The term of the Partnership shall commence on the date hereof and shall continue until the winding up and liquidation of the Partnership and its business is completed following a Liquidating Event.

1.7 Statutory Compliance. The Partnership shall exist under and be governed by the applicable laws of the State of .

1.10 Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth below.

(a) "Act" means the Uniform Partnership Law, as amended from time to time.

(u) "Partnership Interest" means, with respect to the Managing Partner, percent (%), with respect to , percent (%), and with respect to , percent (%).

(y) "Property" means those certain premises located on or about .

ARTICLE 2

CAPITALIZATION

2.1 Capital Contributions. The Managing Partner shall contribute to the Partnership on the date hereof, as the Managing Partner's Capital Contribution, .

The other Partners each shall contribute to the Partnership on the date hereof, as each such Partner's Capital Contribution, the sum of $ in cash.

2.2 Additional Capital Contributions. Additional Capital Contributions may be called for by the Managing Partner by written demand upon the Partners from time to time.

ARTICLE 3

ALLOCATIONS

3.1 Profits. After giving effect to the special allocations set forth in Section 3.4 hereof, Profits for any fiscal year shall be allocated among the Partners in proportion to their respective Partnership Interests.

3.2 Losses. After giving effect to the special allocations set forth in Section 3.4 hereof, Losses for any fiscal year shall be allocated among the Partners in proportion to their respective Partnership Interests.

ARTICLE 4

DISTRIBUTIONS

4.1 Net Cash From Operations shall be distributed to the Partners in proportion to their respective Partnership Interests.

4.2 Net Cash From Sales or Refinancings shall be distributed to the Partners in proportion to their respective Partnership Interests.

ARTICLE 5

ACCOUNTING AND RECORDS

5.1 Books and Records. The books and records of the Partnership shall be kept on the basis of accounting.

ARTICLE 6

MANAGEMENT

6.2 Annual Business Plan. The Annual Business Plan shall include the following items:

(a) a narrative description of any activities proposed to be undertaken;

(b) a projected annual income statement (accrual basis) on a quarter-by-quarter basis;

(c) a projected balance sheet as of the end of the period;

(d) a schedule of projected operating cash flow;

(e) a marketing plan indicating portions of the Property to be made available for lease;

(f) a description of proposed construction and capital expenditures;

(g) a development schedule and related costs;

(h) a description of the proposed investment of Partnership funds;

(i) a description of fees and other payments proposed or expected to be paid for professional services;

(j) other relevant information needed for informed approval.

6.4 Insurance. The Managing Partner shall procure and maintain insurance sufficient to enable the Partnership to comply with applicable laws.

6.5 Restrictions on the Managing Partner. The Managing Partner shall not take any of the following actions without approval of the Partners:

(a) acquiring additional real property ;

(b) encumbering the Property ;

(c) obtaining or extending loans ;

(d) selling or refinancing the Property ;

(e) distributing property other than as provided in this Agreement ;

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties. Each Partner hereby represents and warrants the statements contained herein are true and accurate.

ARTICLE 8

TRANSFERS OF INTERESTS; WITHDRAWALS

8.1 Restrictions on Transfers. No Partner shall Transfer all or any portion of such Partner's interest in the Partnership without the unanimous consent of the Partners.

8.3 Waiver of Partition. No Partner shall take any action to require partition or appraisement of the Partnership or any of its assets.

ARTICLE 9

BUY-SELL

9.4 Net Equity. The "Net Equity" of a Partner's interest shall be determined as of the relevant date.

ARTICLE 10

ELECTIONS, APPROVALS AND AMENDMENTS

10.1 Elections and Approvals. Any election or matter subject to approval by the Partners shall require approval of Partners holding a majority of the Partnership Interests.

ARTICLE 11

DISSOLUTION AND WINDING UP

11.1 Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following:

(a) ;

(b) the sale of all or substantially all of the Property;

(c) the vote by Partners holding or more of the Partnership Interests;

11.2 Winding Up. The Managing Partner shall be responsible for overseeing the winding up and liquidation of the Partnership.

11.6 Notice of Dissolution. Notice shall be given to the Partners and published as required.

ARTICLE 12

MISCELLANEOUS

12.1 Notices, Etc. Notices shall be addressed to the party to receive such notice at the following applicable address:

If to the Partnership, to:

If to , to:

12.10 Applicable Law. This Agreement is made and delivered in the State of and shall be governed by the laws thereof.

12.12 Venue, Etc. Any action may be brought in such court or courts located in the State of .

12.13 Loans. Any Partner may, with the approval of the Partners, lend or advance money to the Partnership.

IN WITNESS WHEREOF, the parties have entered into this Agreement of Partnership as of the day first above set forth.

EXHIBIT A

Property Description