PENN OCTANE CORP
EXHIBIT 10.65
<DOCUMENT>
<TYPE>EX-10.65
<SEQUENCE>14
<FILENAME>doc28.txt
<DESCRIPTION>EXHIBIT 10.65
<TEXT>




                           FIRST AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                         RIO VISTA ENERGY PARTNERS L.P.


<PAGE>
<TABLE>
<CAPTION>
                                    TABLE OF CONTENTS

                                                                                        Page
<S>                 <C>                                                                   <C>
ARTICLE I     DEFINITIONS                                                                  1
     SECTION 1.1    Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     SECTION 1.2    Construction. . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
ARTICLE II    ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
     SECTION 2.1    Formation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
     SECTION 2.2    Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
     SECTION 2.3    Registered Office; Registered Agent; Principal Office; Other
                    Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
     SECTION 2.4    Purpose and Business  . . . . . . . . . . . . . . . . . . . . . . .   20
     SECTION 2.5    Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
     SECTION 2.6    Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . .   21
     SECTION 2.7    Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   23
     SECTION 2.8    Title to Partnership Assets . . . . . . . . . . . . . . . . . . . .   23
ARTICLE III   RIGHTS OF LIMITED PARTNERS  . . . . . . . . . . . . . . . . . . . . . . .   24
     SECTION 3.1    Limitation of Liability . . . . . . . . . . . . . . . . . . . . . .   24
     SECTION 3.2    Management of Business. . . . . . . . . . . . . . . . . . . . . . .   24
     SECTION 3.3    Outside Activities of the Limited Partners  . . . . . . . . . . . .   24
     SECTION 3.4    Rights of Limited Partners. . . . . . . . . . . . . . . . . . . . .   24
ARTICLE IV    CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
              REDEMPTION OF PARTNERSHIP INTERESTS . . . . . . . . . . . . . . . . . . .   25
     SECTION 4.1    Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
     SECTION 4.2    Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . .   25
     SECTION 4.3    Record Holders. . . . . . . . . . . . . . . . . . . . . . . . . . .   26
     SECTION 4.4    Transfer Generally  . . . . . . . . . . . . . . . . . . . . . . . .   27
     SECTION 4.5    Registration and Transfer of Limited Partner Interests. . . . . . .   27
     SECTION 4.6    Transfer of the General Partner's General Partner Interest. . . . .   28
     SECTION 4.7    Transfer of Incentive Distribution Rights . . . . . . . . . . . . .   29
     SECTION 4.8    Restrictions on Transfers . . . . . . . . . . . . . . . . . . . . .   29
     SECTION 4.9    Citizenship Certificates; Non-citizen Assignees . . . . . . . . . .   30
     SECTION 4.10   Redemption of Partnership Interests of Non-citizen Assignees. . . .   31


                                      -i-
<PAGE>
                                    TABLE OF CONTENTS
                                       (continued)
                                                                                        Page

ARTICLE V     CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP
              INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
     SECTION 5.1    Organizational Contributions. . . . . . . . . . . . . . . . . . . .   32
     SECTION 5.2    Contributions by the General Partner and its Affiliates . . . . . .   32
     SECTION 5.3    Contributions by Initial Limited Partners and Distributions to the
                    General Partner . . . . . . . . . . . . . . . . . . . . . . . . . .   32
     SECTION 5.4    Interest and Withdrawal . . . . . . . . . . . . . . . . . . . . . .   33
     SECTION 5.5    Capital Accounts. . . . . . . . . . . . . . . . . . . . . . . . . .   33
     SECTION 5.6    Issuances of Additional Partnership Securities. . . . . . . . . . .   36
     SECTION 5.7    Limitations on Issuance of Additional Partnership Securities. . . .   36
     SECTION 5.8    [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
     SECTION 5.9    Limited Preemptive Right. . . . . . . . . . . . . . . . . . . . . .   37
     SECTION 5.10   Splits and Combinations . . . . . . . . . . . . . . . . . . . . . .   37
     SECTION 5.11   Fully Paid and Non-Assessable Nature of Limited Partner
                    Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   38
ARTICLE VI    ALLOCATIONS AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . .   38
     SECTION 6.1    Allocations for Capital Account Purposes. . . . . . . . . . . . . .   38
     SECTION 6.2    Allocations for Tax Purposes. . . . . . . . . . . . . . . . . . . .   45
     SECTION 6.3    Requirement and Characterization of Distributions; Distributions to
                    Record Holders. . . . . . . . . . . . . . . . . . . . . . . . . . .   47
     SECTION 6.4    Distributions of Available Cash from Operating Surplus. . . . . . .   48
     SECTION 6.5    Distributions of Available Cash from Capital Surplus. . . . . . . .   49
     SECTION 6.6    Adjustment of Minimum Quarterly Distribution and Target Distribution
                    Levels. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
     SECTION 6.7    [Reserved]  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
     SECTION 6.8    Special Provisions Relating to the Holders of Incentive Distribution
                    Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
     SECTION 6.9    Entity-Level Taxation . . . . . . . . . . . . . . . . . . . . . . .   50
ARTICLE VII   MANAGEMENT AND OPERATION OF BUSINESS  . . . . . . . . . . . . . . . . . .   50
     SECTION 7.1    Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   50
     SECTION 7.2    Certificate of Limited Partnership. . . . . . . . . . . . . . . . .   52
     SECTION 7.3    Restrictions on the General Partner's Authority . . . . . . . . . .   53


                                      -ii-
<PAGE>
                                    TABLE OF CONTENTS
                                       (continued)
                                                                                        Page

     SECTION 7.4    Reimbursement of the General Partner  . . . . . . . . . . . . . . .   53
     SECTION 7.5    Outside Activities. . . . . . . . . . . . . . . . . . . . . . . . .   54
     SECTION 7.6    Loans from the General Partner; Loans or Contributions from the
                    Partnership; Contracts with Affiliates; Certain Restrictions on the
                    General Partner . . . . . . . . . . . . . . . . . . . . . . . . . .   55
     SECTION 7.7    Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . .   57
     SECTION 7.8    Liability of Indemnitees. . . . . . . . . . . . . . . . . . . . . .   59
     SECTION 7.9    Resolution of Conflicts of Interest . . . . . . . . . . . . . . . .   59
     SECTION 7.10   Other Matters Concerning the General Partner. . . . . . . . . . . .   61
     SECTION 7.11   Purchase or Sale of Partnership Securities. . . . . . . . . . . . .   62
     SECTION 7.12   Registration Rights of the General Partner and its Affiliates . . .   62
     SECTION 7.13   Reliance by Third Parties . . . . . . . . . . . . . . . . . . . . .   64
ARTICLE VIII  BOOKS, RECORDS, ACCOUNTING AND REPORTS. . . . . . . . . . . . . . . . . .   65
     SECTION 8.1    Records and Accounting. . . . . . . . . . . . . . . . . . . . . . .   65
     SECTION 8.2    Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
     SECTION 8.3    Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
ARTICLE IX    TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
     SECTION 9.1    Tax Returns and Information . . . . . . . . . . . . . . . . . . . .   65
     SECTION 9.2    Tax Elections . . . . . . . . . . . . . . . . . . . . . . . . . . .   66
     SECTION 9.3    Tax Controversies . . . . . . . . . . . . . . . . . . . . . . . . .   66
     SECTION 9.4    Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . .   66
ARTICLE X     ADMISSION OF PARTNERS . . . . . . . . . . . . . . . . . . . . . . . . . .   67
     SECTION 10.1   Admission of Initial Limited Partners . . . . . . . . . . . . . . .   67
     SECTION 10.2   Admission of Substituted Limited Partner. . . . . . . . . . . . . .   67
     SECTION 10.3   Admission of Successor General Partner. . . . . . . . . . . . . . .   67
     SECTION 10.4   Admission of Additional Limited Partners. . . . . . . . . . . . . .   68
     SECTION 10.5   Amendment of Agreement and Certificate of Limited Partnership . . .   68
ARTICLE XI    WITHDRAWAL OR REMOVAL OF PARTNERS . . . . . . . . . . . . . . . . . . . .   68
     SECTION 11.1   Withdrawal of the General Partner . . . . . . . . . . . . . . . . .   68
     SECTION 11.2   Removal of the General Partner. . . . . . . . . . . . . . . . . . .   70


                                      -iii-
<PAGE>
                                    TABLE OF CONTENTS
                                       (continued)
                                                                                        Page

     SECTION 11.3   Interest of Departing Partner and Successor General Partner . . . .   71
     SECTION 11.4   Withdrawal of Limited Partners. . . . . . . . . . . . . . . . . . .   72
ARTICLE XII   DISSOLUTION AND LIQUIDATION . . . . . . . . . . . . . . . . . . . . . . .   72
     SECTION 12.1   Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . .   72
     SECTION 12.2   Continuation of the Business of the Partnership After
                    Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . .   73
     SECTION 12.3   Liquidator. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   73
     SECTION 12.4   Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . .   74
     SECTION 12.5   Cancellation of Certificate of Limited Partnership  . . . . . . . .   75
     SECTION 12.6   Return of Contributions . . . . . . . . . . . . . . . . . . . . . .   75
     SECTION 12.7   Waiver of Partition . . . . . . . . . . . . . . . . . . . . . . . .   75
     SECTION 12.8   Capital Account Restoration . . . . . . . . . . . . . . . . . . . .   75
ARTICLE XIII  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS;
              RECORD DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   75
     SECTION 13.1   Amendment to be Adopted Solely by the General Partner . . . . . . .   75
     SECTION 13.2   Amendment Procedures. . . . . . . . . . . . . . . . . . . . . . . .   77
     SECTION 13.3   Amendment Requirements  . . . . . . . . . . . . . . . . . . . . . .   78
     SECTION 13.4   Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . .   78
     SECTION 13.5   Notice of a Meeting . . . . . . . . . . . . . . . . . . . . . . . .   79
     SECTION 13.6   Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . .   79
     SECTION 13.7   Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . .   79
     SECTION 13.8   Waiver of Notice; Approval of Meeting; Approval of Minutes  . . . .   79
     SECTION 13.9   Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   80
     SECTION 13.10  Conduct of a Meeting. . . . . . . . . . . . . . . . . . . . . . . .   80
     SECTION 13.11  Action Without a Meeting. . . . . . . . . . . . . . . . . . . . . .   80
     SECTION 13.12  Voting and Other Rights . . . . . . . . . . . . . . . . . . . . . .   81
ARTICLE XIV   MERGER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   82
     SECTION 14.1   Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   82
     SECTION 14.2   Procedure for Merger or Consolidation . . . . . . . . . . . . . . .   82
     SECTION 14.3   Approval by Limited Partners of Merger or Consolidation. . . . . . .  83
     SECTION 14.4   Certificate of Merger . . . . . . . . . . . . . . . . . . . . . . .   84


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<PAGE>
                                    TABLE OF CONTENTS
                                       (continued)
                                                                                        Page

     SECTION 14.5   Effect of Merger. . . . . . . . . . . . . . . . . . . . . . . . . .   84
ARTICLE XV    GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .   84
     SECTION 15.1   Addresses and Notices . . . . . . . . . . . . . . . . . . . . . . .   84
     SECTION 15.2   Further Action. . . . . . . . . . . . . . . . . . . . . . . . . . .   85
     SECTION 15.3   Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . . .   85
     SECTION 15.4   Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . .   85
     SECTION 15.5   Creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   85
     SECTION 15.6   Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   85
     SECTION 15.7   Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . .   85
     SECTION 15.8   Applicable Law  . . . . . . . . . . . . . . . . . . . . . . . . . .   86
     SECTION 15.9   Invalidity of Provisions. . . . . . . . . . . . . . . . . . . . . .   86
     SECTION 15.10  Consent of Partners . . . . . . . . . . . . . . . . . . . . . . . .   86
</TABLE>


                                      -v-
<PAGE>
                           FIRST AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                         RIO VISTA ENERGY PARTNERS L.P.

     THIS  FIRST  AMENDED  AND  RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RIO
VISTA  ENERGY  PARTNERS L.P., dated as of September 16, 2004, is entered into by
and among Rio Vista GP LLC, a Delaware limited liability company, as the General
Partner,  and  Penn  Octane  Corporation,  a  Delaware  corporation,  as  the
Organizational  Limited  Partner,  together  with  any  other Persons who become
Partners  in  the  Partnership  or  parties  hereto  as  provided  herein.  In
consideration  of the covenants, conditions and agreements contained herein, the
parties  hereto  hereby  agree  as  follows:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION  1.1     Definitions.  The  following  definitions shall be for all
                      -----------
purposes,  unless  otherwise  clearly  indicated to the contrary, applied to the
terms  used  in  this  Agreement.

     "Acquisition"  means  any  transaction  in  which any Group Member acquires
(through  an  asset  acquisition,  merger,  stock  acquisition  or other form of
investment)  control over all or a portion of the assets, properties or business
of  another  Person  for  the  purpose  of  increasing the operating capacity or
revenues of the Partnership Group from the operating capacity or revenues of the
Partnership  Group  existing  immediately  prior  to  such  transaction.

     "Additional  Book  Basis" means the portion of any remaining Carrying Value
of  an  Adjusted  Property  that is attributable to positive adjustments made to
such  Carrying  Value as a result of Book-Up Events. For purposes of determining
the  extent  that  Carrying  Value  constitutes  Additional  Book  Basis:

     (a)  Any  negative  adjustment  made  to  the Carrying Value of an Adjusted
          Property  as  a  result of either a Book-Down Event or a Book-Up Event
          shall  first  be  deemed  to  offset  or  decrease that portion of the
          Carrying  Value  of such Adjusted Property that is attributable to any
          prior positive adjustments made thereto pursuant to a Book-Up Event or
          Book-Down  Event.

     (b)  If Carrying Value that constitutes Additional Book Basis is reduced as
          a result of a Book-Down Event and the Carrying Value of other property
          is increased as a result of such Book-Down Event, an allocable portion
          of  any such increase in Carrying Value shall be treated as Additional
          Book  Basis; provided that the amount treated as Additional Book Basis
          pursuant  hereto  as a result of such Book-Down Event shall not exceed
          the  amount  by which the Aggregate Remaining Net Positive Adjustments
          after such Book-Down Event exceeds the remaining Additional Book Basis
          attributable  to all of the Partnership's Adjusted Property after such
          Book-Down  Event (determined without regard to the application of this
          clause  (b)  to  such  Book-Down  Event).


                                        1
<PAGE>
     "Additional  Book  Basis  Derivative Items" means any Book Basis Derivative
Items  that  are computed with reference to Additional Book Basis. To the extent
that the Additional Book Basis attributable to all of the Partnership's Adjusted
Property  as  of  the  beginning  of  any  taxable  period exceeds the Aggregate
Remaining  Net  Positive  Adjustments  as  of  the beginning of such period (the
"Excess  Additional Book Basis"), the Additional Book Basis Derivative Items for
such  period  shall  be  reduced  by the amount that bears the same ratio to the
amount  of  Additional  Book Basis Derivative Items determined without regard to
this  sentence  as the Excess Additional Book Basis bears to the Additional Book
Basis  as  of  the  beginning  of  such  period.

     "Additional  Limited Partner" means a Person admitted to the Partnership as
a Limited Partner pursuant to Section 10.4 and who is shown as such on the books
and  records  of  the  Partnership.

     "Adjusted  Capital  Account"  means the Capital Account maintained for each
Partner  as  of the end of each fiscal year of the Partnership, (a) increased by
any amounts that such Partner is obligated to restore under the standards set by
Treasury  Regulation  Section  1.704-1(b)(2)(ii)(c)  (or  is deemed obligated to
restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b)
decreased  by (i) the amount of all losses and deductions that, as of the end of
such  fiscal  year,  are  reasonably expected to be allocated to such Partner in
subsequent  years  under  Sections 704(e)(2) and 706(d) of the Code and Treasury
Regulation  Section  1.751-1(b)(2)(ii), and (ii) the amount of all distributions
that,  as  of the end of such fiscal year, are reasonably expected to be made to
such  Partner in subsequent years in accordance with the terms of this Agreement
or  otherwise  to  the extent they exceed offsetting increases to such Partner's
Capital  Account  that are reasonably expected to occur during (or prior to) the
year  in which such distributions are reasonably expected to be made (other than
increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i)
or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended
to  comply  with  the  provisions  of  Treasury  Regulation  Section
1.704-1(b)(2)(ii)(d)  and  shall  be  interpreted  consistently  therewith.  The
"Adjusted  Capital  Account"  of  a  Partner  in  respect  of  a General Partner
Interest,  a  Common  Unit  or  an  Incentive  Distribution  Right  or any other
specified  interest  in  the Partnership shall be the amount which such Adjusted
Capital  Account  would  be  if  such  General  Partner  Interest,  Common Unit,
Incentive  Distribution Right or other interest in the Partnership were the only
interest  in  the  Partnership  held  by such Partner from and after the date on
which  such  General Partner Interest, Common Unit, Incentive Distribution Right
or  other  interest  was  first  issued.

     "Adjusted  Operating  Surplus" means, with respect to any period, Operating
Surplus  generated  during  such period (a) less (i) any net increase in Working
Capital  Borrowings  with  respect  to such period and (ii) any net reduction in
cash  reserves  for  Operating  Expenditures  with  respect  to  such period not
relating  to  an Operating Expenditure made during such period, and (b) plus (i)
any  net decrease in Working Capital Borrowings with respect to such period, and
(ii)  any  net increase in cash reserves for Operating Expenditures with respect
to  such  period required by any debt instrument for the repayment of principal,
interest or premium. Adjusted Operating Surplus does not include that portion of
Operating  Surplus  included  in  clause  (a)(i)  of the definition of Operating
Surplus.


                                        2
<PAGE>
     "Adjusted Property" means any property the Carrying Value of which has been
adjusted  pursuant  to  Section  5.5(d)(i)  or  5.5(d)(ii).

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

     "Aggregate  Remaining Net Positive Adjustments" means, as of the end of any
taxable  period,  the  sum  of the Remaining Net Positive Adjustments of all the
Partners.

     "Agreed Allocation" means any allocation, other than a Required Allocation,
of  an  item  of  income,  gain, loss or deduction pursuant to the provisions of
Section  6.1,  including,  without  limitation,  a  Curative  Allocation  (if
appropriate  to  the  context  in  which  the term "Agreed Allocation" is used).

     "Agreed  Value"  of any Contributed Property means the fair market value of
such  property  or other consideration at the time of contribution as determined
by  the  General  Partner  using  such  reasonable method of valuation as it may
adopt. The General Partner shall, in its discretion, use such method as it deems
reasonable and appropriate to allocate the aggregate Agreed Value of Contributed
Properties  contributed to the Partnership in a single or integrated transaction
among each separate property on a basis proportional to the fair market value of
each  Contributed  Property.  With  respect  to  the Contributed Property deemed
contributed  to  the  Partnership by an Initial Limited Partner (as described in
the  definition  of  Contributed  Property), the Agreed Value shall be the value
assigned  for  federal  income  tax  purposes  by  the  General  Partner (in its
reasonable  discretion)  to  such  Contributed  Property.

     "Agreement"  means  this  First  Amended  and Restated Agreement of Limited
Partnership  of  Rio  Vista  Energy  Partners  L.P.,  as  it  may  be  amended,
supplemented  or  restated  from  time  to  time.

     "Assignee"  means  a  Non-citizen  Assignee or a Person to whom one or more
Limited Partner Interests have been transferred in a manner permitted under this
Agreement  and who has executed and delivered a Transfer Application as required
by  this  Agreement,  but  who  has  not  been admitted as a Substituted Limited
Partner.

     "Associate"  means,  when  used to indicate a relationship with any Person,
(a)  any corporation or organization of which such Person is a director, officer
or  partner or is, directly or indirectly, the owner of 20% or more of any class
of voting stock or other voting interest; (b) any trust or other estate in which
such  Person  has  at least a 20% beneficial interest or as to which such Person
serves  as  trustee  or in a similar fiduciary capacity; and (c) any relative or
spouse  of  such  Person,  or  any  relative  of  such  spouse, who has the same
principal  residence  as  such  Person.

     "Available  Cash"  means,  with  respect to any Quarter ending prior to the
Liquidation  Date:


                                        3
<PAGE>
     (a)  the  sum of (i) all cash and cash equivalents of the Partnership Group
          on  hand  at the end of such Quarter, and (ii) all additional cash and
          cash  equivalents  of  the  Partnership  Group  on hand on the date of
          determination of Available Cash with respect to such Quarter resulting
          from  Working  Capital  Borrowings  made subsequent to the end of such
          Quarter,  less

     (b)  the  amount  of any cash reserves that are necessary or appropriate in
          the  reasonable  discretion  of the General Partner to (i) provide for
          the proper conduct of the business of the Partnership Group (including
          reserves  for  future  capital expenditures and for anticipated future
          credit  needs  of  the  Partnership Group) subsequent to such Quarter,
          (ii)  comply  with  applicable  law  or  any  loan agreement, security
          agreement,  mortgage, debt instrument or other agreement or obligation
          to  which  any  Group Member is a party or by which it is bound or its
          assets  are  subject  or  (iii)  provide funds for distributions under
          Section  6.4  or  6.5  in  respect of any one or more of the next four
          Quarters;  provided,  however,  that  the  General  Partner  may  not
          establish  cash reserves pursuant to (iii) above if the effect of such
          reserves  would  be  that  the Partnership is unable to distribute the
          Minimum  Quarterly  Distribution  on  all  Common  Units,  plus  any
          Cumulative  Common Unit Arrearage on all Common Units, with respect to
          such  Quarter;  and,  provided  further,  that disbursements made by a
          Group  Member or cash reserves established, increased or reduced after
          the  end of such Quarter but on or before the date of determination of
          Available  Cash  with  respect to such Quarter shall be deemed to have
          been  made,  established,  increased  or  reduced,  for  purposes  of
          determining Available Cash, within such Quarter if the General Partner
          so  determines.

     Notwithstanding the foregoing, "Available Cash" with respect to the Quarter
in  which  the  Liquidation  Date  occurs and any subsequent Quarter shall equal
zero.

     "Book  Basis Derivative Items" means any item of income, deduction, gain or
loss  included  in  the determination of Net Income or Net Loss that is computed
with  reference  to  the  Carrying  Value  of  an  Adjusted  Property  (e.g.,
depreciation,  depletion, or gain or loss with respect to an Adjusted Property).

     "Book-Down  Event"  means  an event which triggers a negative adjustment to
the  Capital  Accounts  of  the  Partners  pursuant  to  Section  5.5(d).

     "Book-Tax Disparity" means with respect to any item of Contributed Property
or  Adjusted  Property,  as  of  the  date  of any determination, the difference
between the Carrying Value of such Contributed Property or Adjusted Property and
the  adjusted  basis  thereof for federal income tax purposes as of such date. A
Partner's  share  of  the  Partnership's  Book-Tax  Disparities  in  all  of its
Contributed  Property  and Adjusted Property will be reflected by the difference
between such Partner's Capital Account balance as maintained pursuant to Section
5.5  and  the hypothetical balance of such Partner's Capital Account computed as
if  it  had  been  maintained  strictly  in  accordance  with federal income tax
accounting  principles.


                                        4
<PAGE>
     "Book-Up  Event" means an event which triggers a positive adjustment to the
Capital  Accounts  of  the  Partners  pursuant  to  Section  5.5(d).

     "Business"  has the meaning assigned to such term in the Omnibus Agreement.

     "Business  Day"  means  Monday  through  Friday of each week, except that a
legal  holiday  recognized  as  such  by  the government of the United States of
America  or  the  State  of  Texas  shall  not  be  regarded  as a Business Day.

     "Capital  Account"  means  the  capital  account  maintained  for a Partner
pursuant  to  Section  5.5.  The  "Capital Account" of a Partner in respect of a
General  Partner Interest, a Common Unit, an Incentive Distribution Right or any
other  Partnership Interest shall be the amount which such Capital Account would
be  if  such  General Partner Interest, Common Unit, Distribution Right or other
Partnership  Interest  were  the  only  interest in the Partnership held by such
Partner  from  and after the date on which such General Partner Interest, Common
Unit,  Incentive  Distribution  Right  or  other  Partnership Interest was first
issued.

     "Capital  Contribution"  means any cash, cash equivalents or the Net Agreed
Value  of  Contributed  Property  that  a Partner contributes to the Partnership
pursuant  to  this  Agreement  or  the  Contribution  Agreement.

     "Capital  Improvement" means any (a) addition or improvement to the capital
assets  owned  by  any  Group  Member  or  (b)  acquisition  of existing, or the
construction  of  new,  capital  assets  (including,  without  limitation,  LPG
transportation, storage facilities and logistics assets, and related assets), in
each  case if such addition, improvement, acquisition or construction is made to
increase  the  operating  capacity or revenues of the Partnership Group from the
operating  capacity  or  revenues  of the Partnership Group existing immediately
prior  to  such  addition,  improvement,  acquisition  or  construction.

     "Capital  Surplus" has the meaning assigned to such term in Section 6.3(a).

     "Carrying  Value"  means  (a)  with  respect to a Contributed Property, the
Agreed  Value of such property reduced (but not below zero) by all depreciation,
amortization  and  cost  recovery  deductions  charged  to  the  Partners'  and
Assignees'  Capital  Accounts  in  respect of such Contributed Property, and (b)
with  respect  to  any  other  Partnership  property, the adjusted basis of such
property  for  federal income tax purposes, all as of the time of determination.
The  Carrying  Value  of  any  property  shall  be adjusted from time to time in
accordance  with  Sections  5.5(d)(i)  and  5.5(d)(ii)  and  to reflect changes,
additions  or  other  adjustments  to  the  Carrying  Value for dispositions and
acquisitions  of  Partnership  properties,  as deemed appropriate by the General
Partner.

     "Cause"  means  a  court  of  competent  jurisdiction  has entered a final,
non-appealable  judgment  finding  the  General Partner liable for actual fraud,
gross  negligence  or  willful or wanton misconduct in its capacity as a general
partner  of  the  Partnership.

     "Certificate"  means a certificate (i) substantially in the form of Exhibit
A to this Agreement, (ii) issued in global form in accordance with the rules and
regulations  of  the


                                        5
<PAGE>
Depositary  or (iii) in such other form as may be adopted by the General Partner
in its discretion, issued by the Partnership evidencing ownership of one or more
Common  Units  or  a  certificate, in such form as may be adopted by the General
Partner in its discretion, issued by the Partnership evidencing ownership of one
or  more  other  Partnership  Securities.

     "Certificate  of  Limited  Partnership"  means  the  Certificate of Limited
Partnership of the Partnership filed with the Secretary of State of the State of
Delaware as such Certificate of Limited Partnership may be amended, supplemented
or  restated  from  time  to  time.

     "Citizenship  Certification" means a properly completed certificate in such
form as may be specified by the General Partner by which a Limited Partner or an
Assignee  certifies  that  he (and if he is a nominee holding for the account of
another  Person,  that  to  the  best  of his knowledge such other Person) is an
Eligible  Citizen.

     "Claim"  has  the  meaning  assigned  to  such  term  in  Section  7.12(c).

     "Closing  Date"  means  the  date  of  the  Distribution.

     "Closing  Price"  means the last sale price on such day, regular way, or in
case  no  such  sale takes place on such day, the average of the closing bid and
asked  prices  on  such  day,  regular  way,  in  either case as reported in the
principal  consolidated  transaction reporting system with respect to securities
listed  or  admitted  for  trading on the principal National Securities Exchange
(other  than the Nasdaq Stock Market) on which such Limited Partner Interests of
such  class  are  listed  or  admitted  to  trading  or, if such Limited Partner
Interests  of  such  class are not listed or admitted to trading on any National
Securities  Exchange (other than the Nasdaq Stock Market), the last quoted price
on  such  day  or,  if  not so quoted, the average of the high bid and low asked
prices  on  such  day  in the over-the-counter market, as reported by the Nasdaq
Stock  Market  or  such  other  system  then in use, or, if on any such day such
Limited Partner Interests of such class are not quoted by any such organization,
the  average  of  the closing bid and asked prices on such day as furnished by a
professional  market  maker making a market in such Limited Partner Interests of
such  class  selected  by  the  General Partner, or if on any such day no market
maker  is  making  a market in such Limited Partner Interests of such class, the
fair  value  of  such  Limited  Partner  Interests  on  such  day  as determined
reasonably  and  in  good  faith  by  the  General  Partner.

     "Code"  means  the  Internal Revenue Code of 1986, as amended and in effect
from time to time. Any reference herein to a specific section or sections of the
Code  shall  be  deemed to include a reference to any corresponding provision of
any  successor  law.

     "Combined  Interest"  has  the  meaning  assigned  to  such term in Section
11.3(a).

     "Commission"  means  the  United States Securities and Exchange Commission.

     "Common  Unit"  means a Partnership Security representing a fractional part
of  the  Partnership  Interests of all Limited Partners and Assignees and of the
General Partner, and having the rights and obligations specified with respect to
Common  Units  in  this  Agreement.


                                        6
<PAGE>
     "Common  Unit  Arrearage"  means, with respect to any Common Unit, whenever
issued,  the  excess,  if  any,  of  (a) the Minimum Quarterly Distribution with
respect  to  a  Common  Unit  in respect of such Quarter over (b) the sum of all
Available  Cash  distributed  with  respect  to a Common Unit in respect of such
Quarter  pursuant  to  Section  6.4(a)(i).

     "Conflicts  Committee"  means  a  committee of the Board of Managers of the
General  Partner  composed  entirely  of  three or more managers who are not (a)
security  holders,  officers  or employees of the General Partner, (b) officers,
directors or employees of any Affiliate of the General Partner or (c) holders of
any  ownership interest in the Partnership Group other than Common Units and who
also  meet the independence standards required to serve on an audit committee of
a  board  of  directors  by the National Securities Exchange on which the Common
Units  are  listed  for  trading.

     "Contributed  Property" means each property or other asset, in such form as
may  be  permitted  by  the Delaware Act, but excluding cash, contributed to the
Partnership.  Once  the  Carrying  Value  of  a Contributed Property is adjusted
pursuant  to  Section  5.5(d),  such  property  shall  no  longer  constitute  a
Contributed Property, but shall be deemed an Adjusted Property.  For purposes of
this  definition,  each Limited Partner who receives Initial Common Units in the
Distribution  shall be treated as having received a distribution of an undivided
interest  in  the  assets  contributed pursuant to the Contribution Agreement by
Penn  Octane  Corporation  to the Partnership, subject to applicable liabilities
described  in  the  Contribution Agreement, followed immediately thereafter by a
contribution  of  the  Partner's  undivided  interest  in such assets subject to
applicable liabilities, to the Partnership in exchange for the Partner's Initial
Common  Units  received  in  the  Distribution.  For  this purpose, each Limited
Partner's  undivided  interest  in the assets expressed as a percentage shall be
the  same  percentage  as  the  Limited Partner's Percentage Interest determined
immediately  following  the  Distribution.

     "Contribution  Agreement"  means  that certain Contribution, Conveyance and
Assumption Agreement, dated as of September 16, 2004, among the General Partner,
the  Partnership, the Operating Partnership, Penn Octane Corporation and certain
other  Affiliates  of  Penn  Octane  Corporation,  together  with the additional
conveyance  documents  and  instruments  contemplated  or referenced thereunder.

     "Controlled  Person"  means  any  corporation  or  partnership of which the
Partnership  or  any  Subsidiary  owns or controls an interest in excess of 25%.

     "Cumulative  Common Unit Arrearage" means, with respect to any Common Unit,
whenever  issued,  and  as of the end of any Quarter, the excess, if any, of (a)
the  sum  resulting  from  adding  together  the  Common Unit Arrearage as to an
Initial  Common  Unit  for each Quarter ending on or before the last day of such
Quarter  over  (b)  the  sum  of  any distributions theretofore made pursuant to
Section  6.4(a)(ii)  and  the  second sentence of Section 6.5 with respect to an
Initial  Common  Unit  (including any distributions to be made in respect of the
last  of  such  Quarters).

     "Curative  Allocation"  means  any  allocation  of an item of income, gain,
deduction,  loss  or  credit  pursuant  to  the provisions of Section 6.1(d)(x).


                                        7
<PAGE>
     "Current  Market  Price"  as  of  any  date of any class of Limited Partner
Interests  means  the  average  of  the daily Closing Prices per Limited Partner
Interest  of such class for the 20 consecutive Trading Days immediately prior to
such  date.

     "Delaware  Act" means the Delaware Revised Uniform Limited Partnership Act,
6  Del.  C.  Section  17-101, et seq., as amended, supplemented or restated from
time  to  time,  and  any  successor  to  such  statute.

     "Departing  Partner"  means  a  former  General  Partner from and after the
effective  date  of  any  withdrawal  or  removal of such former General Partner
pursuant  to  Section  11.1  or  11.2.

     "Depositary"  means,  with  respect to any Units issued in global form, The
Depository  Trust  Company  and  its  successors  and  permitted  assigns.

     "Distribution"  means  the pro rata distribution by Penn Octane Corporation
of  its 98% Limited Partner Interest representing 98% of the Common Units to the
stockholders  of  Penn  Octane  Corporation,  as  described  in the Registration
Statement.

     "Economic  Risk  of  Loss" has the meaning set forth in Treasury Regulation
Section  1.752-2(a).

     "Eligible  Citizen" means a Person who is (i) qualified to own interests in
real  property  in  jurisdictions  in  which  any  Group Member does business or
proposes to do business from time to time, and whose status as a Limited Partner
or  Assignee  does  not  or would not subject such Group Member to a significant
risk  of  cancellation  or  forfeiture  of any of its properties or any interest
therein  and  (ii)  is  not  a  Non-citizen.

     "Event  of  Withdrawal"  has  the  meaning assigned to such term in Section
11.1(a).

     "First  Liquidation Target Amount" has the meaning assigned to such term in
Section  6.1(c)(i)(C).

     "First  Target  Distribution"  means  $0.292 per Unit per Quarter (or, with
respect  to the period commencing on the Closing Date and ending on the last day
of  the calendar quarter that includes the Closing Date, it means the product of
$0.292  multiplied by a fraction of which the numerator is the number of days in
such  period,  and  of  which  the  denominator is 91), subject to adjustment in
accordance  with  Sections  6.6  and  6.9.

     "Fully  Diluted  Basis"  means,  when calculating the number of Outstanding
Units  for  any  period,  a  basis that includes, in addition to the Outstanding
Units, all Partnership Securities and options, rights, warrants and appreciation
rights  relating  to  an  equity  interest  in  the  Partnership  (a)  that  are
convertible  into or exercisable or exchangeable for Units that are senior to or
pari  passu  with  the  Common Units, (b) whose conversion, exercise or exchange
price is less than the Current Market Price on the date of such calculation, (c)
that  may be converted into or exercised or exchanged for such Units prior to or
during the Quarter following the end of the last Quarter contained in the period
for  which  the  calculation  is  being  made  without  the  satisfaction of any
contingency  beyond  the  control  of  the  holder  other  than  the  payment of
consideration  and  the


                                        8
<PAGE>
compliance with administrative mechanics applicable to such conversion, exercise
or  exchange, and (d) were not converted into or exercised or exchanged for such
Units  prior  to  the  end  of the last quarter referred to in clause (c) above.

     "General  Partner"  means Rio Vista GP LLC and its successors and permitted
assigns  as  general  partner  of  the  Partnership.

     "General  Partner  Interest"  means  the  ownership interest of the General
Partner  in  the  Partnership  (in  its  capacity  as  a general partner without
reference  to any Limited Partner Interest held by it) which may be evidenced by
Partnership  Securities  or  a  combination  thereof  or  interest  therein, and
includes  any  and  all  benefits  to  which  the General Partner is entitled as
provided in this Agreement, together with all obligations of the General Partner
to  comply  with  the  terms  and  provisions  of  this  Agreement.

     "Group"  means  a  Person  that  with  or  through any of its Affiliates or
Associates  has  any  agreement, arrangement or understanding for the purpose of
acquiring,  holding,  voting  (except  voting  pursuant  to a revocable proxy or
consent given to such Person in response to a proxy or consent solicitation made
to 10 or more Persons) or disposing of any Partnership Securities with any other
Person  that  beneficially  owns, or whose Affiliates or Associates beneficially
own,  directly  or  indirectly,  Partnership  Securities.

     "Group  Member"  means  a  member  of  the  Partnership  Group.

     "Holder"  as used in Section 7.12, has the meaning assigned to such term in
Section  7.12(a).

     "Incentive  Distribution Right" means a non-voting Limited Partner Interest
issued  to  the  General  Partner  in exchange for the conveyance by the General
Partner  of $1,000 to the Partnership pursuant to Section 5.2, which Partnership
Interest  will  confer  upon  the holder thereof only the rights and obligations
specifically  provided  in this Agreement with respect to Incentive Distribution
Rights  (and  no  other  rights otherwise available to or other obligations of a
holder of a Partnership Interest). Notwithstanding anything in this Agreement to
the  contrary,  the  holder  of  an  Incentive  Distribution  Right shall not be
entitled  to  vote  such  Incentive Distribution Right on any Partnership matter
except  as  may  otherwise  be  required  by  law.

     "Incentive  Distributions"  means  any  amount  of  cash distributed to the
holders  of  the  Incentive Distribution Rights pursuant to Sections 6.4(a)(iv),
(v),  and  (vi).

     "Indemnified  Persons"  has  the  meaning  assigned to such term in Section
7.12(c).

     "Indemnitee"  means (a) the General Partner, (b) any Departing Partner, (c)
any  Person  who  is or was an Affiliate of the General Partner or any Departing
Partner,  (d)  any  Person  who  is or was a member, partner, officer, director,
employee,  manager, agent or trustee of any Group Member, the General Partner or
any  Departing Partner or any Affiliate of any Group Member, the General Partner
or  any  Departing  Partner,  and  (e)  any  Person who is or was serving at the
request  of the General Partner or any Departing Partner or any Affiliate of the
General  Partner  or  any  Departing  Partner as an officer, director, employee,
member,  manager,  partner,  agent,


                                        9
<PAGE>
fiduciary  or trustee of another Person; provided, that a Person shall not be an
Indemnitee  by  reason  of  providing,  on  a  fee-for-services  basis, trustee,
fiduciary  or  custodial  services.

     "Initial  Common  Units"  means  the  Common  Units  distributed  in  the
Distribution.

     "Initial  Limited  Partners" means the General Partner and the stockholders
of  Penn  Octane  Corporation  that  receive  Initial  Common  Units  in  the
Distribution,  in each case upon being admitted to the Partnership in accordance
with  Section  10.1.

     "Initial  Unit  Capital  Account"  means  (a)  with respect to each Initial
Limited  Partner,  the  value  assigned  for  federal income tax purposes by the
General  Partner  (in  its  reasonable  discretion)  to the Contributed Property
contributed  by  an  Initial Limited Partner to the Partnership (as described in
the  definition  of  Contributed  Property)  in  exchange for the Initial Common
Units, reduced by the amount of liabilities to which such property is subject as
determined  by  the  General  Partner  in  its reasonable discretion or (b) with
respect  to any other class or series of Units, the price per Unit at which such
class  or series of Units is initially sold by the Partnership, as determined by
the  General Partner, in each case adjusted as the General Partner determines to
be appropriate to give effect to any distribution, subdivision or combination of
Units.

     "Interim  Capital  Transactions"  means  the following transactions if they
occur  prior to the Liquidation Date: (a) borrowings, refinancings or refundings
of  indebtedness  and  sales  of  debt  securities  (other  than Working Capital
Borrowings  and  other  than for items purchased on open account in the ordinary
course  of  business)  by any Group Member; (b) sales of equity interests by any
Group  Member;  and  (c) sales or other voluntary or involuntary dispositions of
any  assets  of  any  Group Member other than (i) sales or other dispositions of
inventory,  accounts  receivable  and  other  assets  in  the ordinary course of
business,  and  (ii)  sales  or  other  dispositions of assets as part of normal
retirements  or  replacements.

     "Issue  Price"  means  the  price  at  which  a  Unit is purchased from the
Partnership,  after  taking  into  account  any sales commission or underwriting
discount  charged  to  the  Partnership.

     "Limited  Partner"  means,  unless  the context otherwise requires, (a) the
Organizational  Limited  Partner prior to the Distribution, each Initial Limited
Partner,  each  Substituted Limited Partner, each Additional Limited Partner and
any  Departing  Partner  upon  the  change of its status from General Partner to
Limited  Partner pursuant to Section 11.3 or (b) solely for purposes of Articles
V, VI, VII and IX, each Assignee; provided, however, that when the term "Limited
Partner"  is used herein in the context of any vote or other approval, including
without  limitation  Articles XIII and XIV, such term shall not, solely for such
purpose,  include  any  holder  of an Incentive Distribution Right except as may
otherwise  be  required  by  law.

     "Limited  Partner  Interest"  means  the  ownership  interest  of a Limited
Partner  or Assignee in the Partnership, which may be evidenced by Common Units,
Incentive  Distribution  Rights or other Partnership Securities or a combination
thereof  or  interest  therein,  and includes any and all benefits to which such
Limited  Partner or Assignee is entitled as provided in this Agreement, together
with  all  obligations  of  such  Limited Partner or Assignee to comply with the
terms  and


                                       10
<PAGE>
provisions  of  this  Agreement;  provided, however, that when the term "Limited
Partner  Interest"  is used herein in the context of any vote or other approval,
including  without limitation Articles XIII and XIV, such term shall not, solely
for  such  purpose, include any holder of an Incentive Distribution Right except
as  may  otherwise  be  required  by  law.

     "Liquidation  Date"  means  (a)  in the case of an event giving rise to the
dissolution  of  the Partnership of the type described in clauses (a) and (b) of
the first sentence of Section 12.2, the date on which the applicable time period
during  which  the  holders  of  Outstanding  Units  have  the right to elect to
reconstitute  the Partnership and continue its business has expired without such
an  election  being  made, and (b) in the case of any other event giving rise to
the  dissolution  of  the  Partnership,  the  date  on  which such event occurs.

     "Liquidator"  means  one or more Persons selected by the General Partner to
perform  the  functions  described in Section 12.3 as liquidating trustee of the
Partnership  within  the  meaning  of  the  Delaware  Act.

     "Minimum  Quarterly Distribution" means $0.25 per Unit per Quarter (or with
respect  to the period commencing on the Closing Date and ending on the last day
of  the calendar quarter that includes the Closing Date, it means the product of
$0.25  multiplied  by a fraction of which the numerator is the number of days in
such  period  and  of  which  the  denominator  is 91), subject to adjustment in
accordance  with  Sections  6.6  and  6.9.

     "National  Securities  Exchange"  means  an  exchange  registered  with the
Commission  under  Section  6(a)  of  the  Securities  Exchange  Act of 1934, as
amended,  supplemented  or restated from time to time, and any successor to such
statute,  or  the  Nasdaq  Stock  Market  or  any  successor  thereto.

     "Net  Agreed Value" means, (a) in the case of any Contributed Property, the
Agreed  Value  of such property reduced by any liabilities either assumed by the
Partnership  upon  such  contribution  or to which such property is subject when
contributed,  and  (b)  in  the case of any property distributed to a Partner or
Assignee  by  the Partnership, the Partnership's Carrying Value of such property
(as  adjusted  pursuant  to  Section  5.5(d)(ii))  at  the time such property is
distributed,  reduced  by  any  indebtedness  either  assumed by such Partner or
Assignee upon such distribution or to which such property is subject at the time
of  distribution,  in  either case, as determined under Section 752 of the Code.

     "Net  Income"  means,  for  any  taxable  year,  the excess, if any, of the
Partnership's  items  of  income  and  gain  (other  than those items taken into
account  in the computation of Net Termination Gain or Net Termination Loss) for
such taxable year over the Partnership's items of loss and deduction (other than
those items taken into account in the computation of Net Termination Gain or Net
Termination  Loss)  for such taxable year. The items included in the calculation
of  Net  Income  shall be determined in accordance with Section 5.5(b) and shall
not  include  any  items specially allocated under Section 6.1(d); provided that
the  determination of the items that have been specially allocated under Section
6.1(d)  shall  be  made  as  if  Section  6.1(d)(xi) were not in this Agreement.


                                       11
<PAGE>
     "Net  Loss"  means,  for  any  taxable  year,  the  excess,  if any, of the
Partnership's  items  of  loss  and deduction (other than those items taken into
account  in the computation of Net Termination Gain or Net Termination Loss) for
such  taxable  year  over the Partnership's items of income and gain (other than
those items taken into account in the computation of Net Termination Gain or Net
Termination  Loss)  for such taxable year. The items included in the calculation
of  Net Loss shall be determined in accordance with Section 5.5(b) and shall not
include  any  items  specially allocated under Section 6.1(d); provided that the
determination  of  the  items  that  have been specially allocated under Section
6.1(d)  shall  be  made  as  if  Section  6.1(d)(xi) were not in this Agreement.

     "Net  Positive Adjustments" means, with respect to any Partner, the excess,
if  any,  of  the total positive adjustments over the total negative adjustments
made  to  the  Capital  Account  of  such Partner pursuant to Book-Up Events and
Book-Down  Events.

     "Net  Termination  Gain" means, for any taxable year, the sum, if positive,
of  all  items  of income, gain, loss or deduction recognized by the Partnership
after  the  Liquidation  Date.  The  items  included in the determination of Net
Termination Gain shall be determined in accordance with Section 5.5(b) and shall
not  include any items of income, gain or loss specially allocated under Section
6.1(d).

     "Net  Termination  Loss" means, for any taxable year, the sum, if negative,
of  all  items  of income, gain, loss or deduction recognized by the Partnership
after  the  Liquidation  Date.  The  items  included in the determination of Net
Termination Loss shall be determined in accordance with Section 5.5(b) and shall
not  include any items of income, gain or loss specially allocated under Section
6.1(d).

     "Non-citizen"  means  (1)  any  person  (including  any  individual,  a
partnership,  a  corporation  or  an  association)  who  is  not a United States
citizen,  within  the meaning of Section 2 of the Shipping Act, 1916, as amended
or  as it may hereafter be amended; (2) any foreign government or representative
thereof; (3) any corporation, the president, chief executive officer or chairman
of  the  board  of  directors of which is a Non-citizen, or of which more than a
minority  or  the  number  of its directors necessary to constitute a quorum are
Non-citizens;  (4)  any  corporation  organized  under  the  laws of any foreign
government;  (5)  any  corporation  of  which  25%  or greater interest is owned
beneficially or of record, or may be voted by, a Non-citizen or Non-citizens, or
which  by  any  other  means  whatsoever is controlled by or in which control is
permitted  to be exercised by a Non-citizen or Non-citizens (the General Partner
being  authorized  to  determine  reasonably  the  meaning of "control" for this
purpose);  (6)  any  partnership  or  association  which  is  controlled  by  a
Non-citizen  or  Non-citizens;  or  (7)  any  person  (including  an individual,
partnership,  corporation  or  association)  who  acts  as  representative of or
fiduciary  for  any  person  described  in  clauses  (1)  through  (6)  above.

     "Non-citizen  Assignee"  means  a  Person  whom  the  General  Partner  has
determined  in  its discretion does not constitute an Eligible Citizen and as to
whose  Partnership  Interest  the  General  Partner  has  become the Substituted
Limited  Partner  pursuant  to  Section  4.9.


                                       12
<PAGE>
     "Nonrecourse  Built-in  Gain"  means  with  respect  to  any  Contributed
Properties  or  Adjusted  Properties  that  are  subject to a mortgage or pledge
securing  a  Nonrecourse Liability, the amount of any taxable gain that would be
allocated  to  the Partners pursuant to Sections 6.2(b)(i)(A), 6.2(b)(ii)(A) and
6.2(b)(iii) if such properties were disposed of in a taxable transaction in full
satisfaction  of  such  liabilities  and  for  no  other  consideration.

     "Nonrecourse  Deductions"  means  any  and  all items of loss, deduction or
expenditure (including, without limitation, any expenditure described in Section
705(a)(2)(B)  of  the  Code) that, in accordance with the principles of Treasury
Regulation  Section  1.704-2(b),  are  attributable  to a Nonrecourse Liability.

     "Nonrecourse  Liability"  has  the meaning set forth in Treasury Regulation
Section  1.752-1(a)(2).

     "Notice  of  Election to Purchase" has the meaning assigned to such term in
Section  15.1(b).

     "Omnibus  Agreement"  means that Omnibus Agreement, dated as of the Closing
Date,  among  Penn  Octane Corporation, the General Partner, the Partnership and
the  Operating  Partnership.

     "Operating  Expenditures"  means  all  Partnership  Group  expenditures,
including,  but  not  limited  to, taxes, reimbursements of the General Partner,
repayment  of  Working  Capital  Borrowings,  debt  service payments and capital
expenditures,  subject  to  the  following:

     (a)  Payments  (including  prepayments)  of  principal  of  and  premium on
          indebtedness  other  than  Working  Capital  Borrowings  shall  not
          constitute  Operating

     (b)  Operating Expenditures shall not include (i) capital expenditures made
          for  Acquisitions  or  for  Capital  Improvements,  (ii)  payment  of
          transaction expenses relating to Interim Capital Transactions or (iii)
          distributions to Partners. Where capital expenditures are made in part
          for  Acquisitions  or  for  Capital Improvements and in part for other
          purposes,  the  General  Partner's  good  faith allocation between the
          amounts  paid  for  each  shall  be  conclusive.

     "Operating  Partnership"  means  Rio  Vista  Operating  Partnership L.P., a
Delaware  limited  partnership,  and  any  successors  thereto.

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

     "Operating  Surplus"  means, with respect to any period ending prior to the
Liquidation  Date,  on  a  cumulative  basis  and  without  duplication,

     (a)  the  sum of (i) all cash and cash equivalents of the Partnership Group
          on hand as of the close of business on the Closing Date, (ii) all cash
          receipts  of  the  Partnership  Group  for the period beginning on the
          Closing  Date  and  ending  with  the  last  day


                                       13
<PAGE>
          of  such  period,  other  than  cash  receipts  from  Interim  Capital
          Transactions (except to the extent specified in Section 6.5) and (iii)
          all  cash  receipts  of  the  Partnership  Group after the end of such
          period but on or before the date of determination of Operating Surplus
          with respect to such period resulting from Working Capital Borrowings,
          less

     (b)  the  sum of (i) Operating Expenditures for the period beginning on the
          Closing  Date and ending with the last day of such period and (ii) the
          amount  of  cash  reserves  that  is  necessary  or  advisable  in the
          reasonable  discretion  of  the  General  Partner to provide funds for
          future  Operating  Expenditures; provided, however, that disbursements
          made  (including  contributions  to a Group Member or disbursements on
          behalf  of  a Group Member) or cash reserves established, increased or
          reduced  after  the  end  of  such period but on or before the date of
          determination  of  Available Cash with respect to such period shall be
          deemed  to  have  been  made,  established,  increased or reduced, for
          purposes  of  determining Operating Surplus, within such period if the
          General  Partner  so  determines.

     Notwithstanding  the  foregoing,  "Operating  Surplus"  with respect to the
Quarter  in  which  the Liquidation Date occurs and any subsequent Quarter shall
equal  zero.

     "Opinion of Counsel" means a written opinion of counsel (who may be regular
counsel  to  the  Partnership  or  the General Partner or any of its Affiliates)
acceptable  to  the  General  Partner  in  its  reasonable  discretion.

     "Organizational  Limited  Partner"  means  Penn  Octane  Corporation in its
capacity  as  the  organizational limited partner of the Partnership pursuant to
this  Agreement.

     "Outstanding"  means,  with  respect  to  Partnership  Securities,  all
Partnership  Securities  that  are  issued  by  the Partnership and reflected as
outstanding  on  the  Partnership's  books  and  records  as  of  the  date  of
determination; provided, however, that if at any time any Person or Group (other
than the General Partner or its Affiliates) beneficially owns 20% or more of any
Outstanding  Partnership  Securities  of  any  class  then  Outstanding,  all
Partnership  Securities  owned by such Person or Group shall not be voted on any
matter  and  shall not be considered to be Outstanding when sending notices of a
meeting  of Limited Partners to vote on any matter (unless otherwise required by
law),  calculating  required  votes, determining the presence of a quorum or for
other  similar  purposes under this Agreement, except that Common Units so owned
shall  be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such
Common  Units  shall not, however, be treated as a separate class of Partnership
Securities  for  purposes  of  this  Agreement);  provided,  further,  that  the
foregoing limitation shall not apply (i) to any Person or Group who acquired 20%
or  more of any Outstanding Partnership Securities of any class then Outstanding
directly  from  the  General  Partner or its Affiliates, including any Person or
Group  who acquired 20% or more of any Outstanding Partnership Securities in the
Distribution,  (ii)  to  any  Person  or  Group  who acquired 20% or more of any
Outstanding  Partnership  Securities  of  any class then Outstanding directly or
indirectly  from  a  Person  or  Group described in clause (i) provided that the
General  Partner  shall  have notified such Person or Group in writing that such
limitation  shall not apply, or (iii) to any Person or Group who acquired 20% or
more  of  any


                                       14
<PAGE>
Partnership  Securities issued by the Partnership with the prior approval of the
Board  of Managers of the General Partner; provided further, that the provisions
contained  herein  may  be amended by the General Partner as provided in Section
13.1  hereof.

     "Partner Nonrecourse Debt" has the meaning set forth in Treasury Regulation
Section  1.704-2(b)(4).

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

     "Partner Nonrecourse Deductions" means any and all items of loss, deduction
or  expenditure  (including,  without  limitation,  any expenditure described in
Section  705(a)(2)(B)  of  the  Code) that, in accordance with the principles of
Treasury  Regulation  Section  1.704-2(i),  are  attributable  to  a  Partner
Nonrecourse  Debt.

     "Partners"  means  the  General  Partner  and  the  Limited  Partners.

     "Partnership"  means  Rio  Vista  Energy  Partners L.P., a Delaware limited
partnership,  and  any  successors  thereto.

     "Partnership  Group"  means  the Partnership, the Operating Partnership and
any  Subsidiary  of  any  such  entity, treated as a single consolidated entity.

     "Partnership  Interest"  means  an interest in the Partnership, which shall
include  the  General  Partner  Interest  and  Limited  Partner  Interests.

     "Partnership  Minimum Gain" means that amount determined in accordance with
the  principles  of  Treasury  Regulation  Section  1.704-2(d).

     "Partnership  Security" means any class or series of equity interest in the
Partnership (but excluding any options, rights, warrants and appreciation rights
relating  to  an  equity  interest  in  the  Partnership),  including  without
limitation,  Common  Units  and  Incentive  Distribution  Rights.

     "Percentage  Interest"  means as of any date of determination (a) as to the
General  Partner  (in  its  capacity as General Partner without reference to any
Limited  Partner  Interests  held  by  it),  2.0%,  (b)  as to any Unitholder or
Assignee  holding  Units,  the  product obtained by multiplying (i) 98% less the
percentage applicable to paragraph (c) by (ii) the quotient obtained by dividing
(A)  the  number  of  Units held by such Unitholder or Assignee by (B) the total
number  of  all  Outstanding  Units,  and  (c)  as  to the holders of additional
Partnership Securities issued by the Partnership in accordance with Section 5.6,
the  percentage  established as a part of such issuance. The Percentage Interest
with  respect  to  an  Incentive  Distribution Right shall at all times be zero.

     "Per  Unit  Capital  Amount"  means,  as  of any date of determination, the
Capital  Account,  stated  on  a  per  Unit basis, underlying any Unit held by a
Person  other  than  the General Partner or any Affiliate of the General Partner
who  holds  Units.


                                       15
<PAGE>
     "Person"  means  an individual or a corporation, limited liability company,
partnership,  joint  venture,  trust,  unincorporated organization, association,
government  agency  or  political  subdivision  thereof  or  other  entity.

     "Pro Rata" means (a) when modifying Units or any class thereof, apportioned
equally  among all designated Units in accordance with their relative Percentage
Interests,  (b)  when  modifying  Partners  and Assignees, apportioned among all
Partners  and  Assignees  in accordance with their relative Percentage Interests
and  (c)  when  modifying  holders of Incentive Distribution Rights, apportioned
equally  among  all  holders of Incentive Distribution Rights in accordance with
the  relative  number of Incentive Distribution Rights held by each such holder.

     "Purchase  Date"  means  the  date determined by the General Partner as the
date  for purchase of all Outstanding Units of a certain class (other than Units
owned  by  the  General  Partner  and  its  Affiliates)  pursuant to Article XV.

     "Quarter"  means,  unless the context requires otherwise, a fiscal quarter,
or, with respect to the first fiscal quarter after the Closing Date, the portion
of  such  fiscal  quarter  after  the  Closing  Date,  of  the  Partnership.

     "Recapture  Income"  means any gain recognized by the Partnership (computed
without  regard  to any adjustment required by Section 734 or Section 743 of the
Code)  upon  the  disposition of any property or asset of the Partnership, which
gain  is characterized as ordinary income because it represents the recapture of
deductions  previously  taken  with  respect  to  such  property  or  asset.

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

     "Record  Holder" means the Person in whose name a Common Unit is registered
on the books of the Transfer Agent as of the opening of business on a particular
Business  Day,  or  with  respect to other Partnership Securities, the Person in
whose  name any such other Partnership Security is registered on the books which
the  General Partner has caused to be kept as of the opening of business on such
Business  Day.

     "Redeemable  Interests"  means  any  Partnership  Interests  for  which  a
redemption  notice  has  been  given,  and  has  not been withdrawn, pursuant to
Section  4.10.

     "Registration  Statement" means the Registration Statement on Form 10 (File
No. 0-50394) as it has been or as it may be amended or supplemented from time to
time,  filed  by the Partnership with the Commission under the Securities Act to
register  the  Common  Units  distributed  in  the  Distribution.

     "Remaining  Net  Positive  Adjustments"  means as of the end of any taxable
period,  (i) with respect to the Unitholders holding Common Units, the excess of
(a)  the  Net  Positive


                                       16
<PAGE>
Adjustments of the Unitholders holding Common Units as of the end of such period
over  (b)  the  sum of those Partners' Share of Additional Book Basis Derivative
Items  for  each  prior taxable period, (ii) with respect to the General Partner
(as  holder of the General Partner Interest), the excess of (a) the Net Positive
Adjustments of the General Partner as of the end of such period over (b) the sum
of  the  General  Partner's Share of Additional Book Basis Derivative Items with
respect to the General Partner Interest for each prior taxable period, and (iii)
with  respect to the holders of Incentive Distribution Rights, the excess of (a)
the  Net Positive Adjustments of the holders of Incentive Distribution Rights as
of the end of such period over (b) the sum of the Share of Additional Book Basis
Derivative  Items  of  the holders of the Incentive Distribution Rights for each
prior  taxable  period.

     "Required  Allocations"  means (a) any limitation imposed on any allocation
of  Net  Losses  or  Net  Termination  Losses  under  Section 6.1(b) and (b) any
allocation  of  an  item  of income, gain, loss or deduction pursuant to Section
6.1(d)(i),  6.1(d)(ii),  6.1(d)(iv),  6.1(d)(vii),  6.1(d)(ix)  or  6.1(d)(x).

     "Residual  Gain"  or "Residual Loss" means any item of gain or loss, as the
case  may  be,  of  the  Partnership  recognized for federal income tax purposes
resulting  from  a sale, exchange or other disposition of a Contributed Property
or  Adjusted  Property, to the extent such item of gain or loss is not allocated
pursuant  to  Section  6.2(b)(i)(A) or 6.2(b)(ii)(A), respectively, to eliminate
Book-Tax  Disparities.

     "Second Liquidation Target Amount" has the meaning assigned to such term in
Section  6.1(c)(i)(D).

     "Second  Target  Distribution"  means $0.362 per Unit per Quarter (or, with
respect  to the period commencing on the Closing Date and ending on the last day
of  the calendar quarter that includes the Closing Date, it means the product of
$0.362 multiplied by a fraction of which the numerator is equal to the number of
days  in  such period and of which the denominator is 91), subject to adjustment
in  accordance  with  Sections  6.6  and  6.9.

     "Securities Act" means the Securities Act of 1933, as amended, supplemented
or  restated  from  time  to  time  and  any  successor  to  such  statute.

     "Share  of Additional Book Basis Derivative Items" means in connection with
any allocation of Additional Book Basis Derivative Items for any taxable period,
(i)  with respect to the Unitholders holding Common Units, the amount that bears
the  same  ratio  to  such  Additional  Book  Basis  Derivative  Items  as  the
Unitholders'  Remaining  Net  Positive  Adjustments as of the end of such period
bears  to the Aggregate Remaining Net Positive Adjustments as of that time, (ii)
with respect to the General Partner (as holder of the General Partner Interest),
the  amount  that  bears the same ratio to such Additional Book Basis Derivative
Items  as the General Partner's Remaining Net Positive Adjustments as of the end
of  such  period  bears to the Aggregate Remaining Net Positive Adjustment as of
that time, and (iii) with respect to the Partners holding Incentive Distribution
Rights,  the  amount  that  bears  the  same ratio to such Additional Book Basis
Derivative  Items  as  the  Remaining  Net  Positive Adjustments of the Partners
holding  the


                                       17
<PAGE>
Incentive  Distribution  Rights  as  of  the  end  of  such  period bears to the
Aggregate  Remaining  Net  Positive  Adjustments  as  of  that  time.

     "Special  Approval"  means  approval  by  a  majority of the members of the
Conflicts  Committee.

     "Subsidiary"  means, with respect to any Person, (a) a corporation of which
more  than  50%  of  the  voting power of shares entitled (without regard to the
occurrence  of  any  contingency)  to vote in the election of directors or other
governing body of such corporation is owned, directly or indirectly, at the date
of  determination, by such Person, by one or more Subsidiaries of such Person or
a  combination  thereof, (b) a partnership (whether general or limited) in which
such  Person  or a Subsidiary of such Person is, at the date of determination, a
general or limited partner of such partnership, but only if more than 50% of the
partnership  interests  of  such partnership (considering all of the partnership
interests  of  the  partnership  as  a  single  class)  is  owned,  directly  or
indirectly,  at  the  date  of  determination,  by  such  Person, by one or more
Subsidiaries  of  such Person, or a combination thereof, or (c) any other Person
(other  than  a  corporation or a partnership) in which such Person, one or more
Subsidiaries  of  such Person, or a combination thereof, directly or indirectly,
at  the date of determination, has (i) at least a majority ownership interest or
(ii) the power to elect or direct the election of a majority of the directors or
other  governing  body  of  such  Person.

     "Substituted  Limited  Partner" means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 10.2 in place of and with all the
rights  of  a Limited Partner and who is shown as a Limited Partner on the books
and  records  of  the  Partnership.

     "Surviving  Business  Entity"  has  the  meaning  assigned  to such term in
Section  14.2(b).

     "Third  Liquidation Target Amount" has the meaning assigned to such term in
Section  6.1(c)(i)(E).

     "Third  Target  Distribution"  means  $0.462 per Unit per Quarter (or, with
respect  to the period commencing on the Closing Date and ending on the last day
of  the calendar quarter that includes the Closing Date, it means the product of
$0.462 multiplied by a fraction of which the numerator is equal to the number of
days  in  such period and of which the denominator is 91), subject to adjustment
in  accordance  with  Sections  6.6  and  6.9.

     "Trading  Day"  means  a  day  on  which  the principal National Securities
Exchange  on  which  such  Limited  Partner Interests of any class are listed or
admitted  to  trading  is  open  for  the transaction of business or, if Limited
Partner  Interests  of  a  class  are  not  listed or admitted to trading on any
National  Securities  Exchange,  a day on which banking institutions in New York
City  generally  are  open.

     "transfer"  has  the  meaning  assigned  to  such  term  in Section 4.4(a).

     "Transfer  Agent" means such bank, trust company or other Person (including
the General Partner or one of its Affiliates) as shall be appointed from time to
time  by  the  Partnership to act as registrar and transfer agent for the Common
Units;  provided  that  if  no  Transfer  Agent  is


                                       18
<PAGE>
specifically  designated  for  any  other  Partnership  Securities,  the General
Partner  shall  act  in  such  capacity.

     "Transfer  Application"  means an application and agreement for transfer of
Units  in  the  form  set  forth  on  the  back  of  a  Certificate or in a form
substantially  to  the  same  effect  in  a  separate  instrument.

     "Unit"  means  a  Partnership  Security  that is designated as a "Unit" and
shall  include Common Units but shall not include (i) a General Partner Interest
or  (ii)  Incentive  Distribution  Rights.

     "Unit  Majority" means at least a majority of the Outstanding Common Units.

     "Unitholders"  means  the  holders  of  Units.

     "Unpaid MQD" has the meaning assigned to such term in Section 6.1(c)(i)(B).

     "Unrealized  Gain"  attributable to any item of Partnership property means,
as  of  any  date  of  determination, the excess, if any, of (a) the fair market
value of such property as of such date (as determined under Section 5.5(d)) over
(b) the Carrying Value of such property as of such date (prior to any adjustment
to  be  made  pursuant  to  Section  5.5(d)  as  of  such  date).

     "Unrealized  Loss"  attributable to any item of Partnership property means,
as  of  any date of determination, the excess, if any, of (a) the Carrying Value
of such property as of such date (prior to any adjustment to be made pursuant to
Section  5.5(d) as of such date) over (b) the fair market value of such property
as  of  such  date  (as  determined  under  Section  5.5(d)).

     "Unrecovered  Capital"  means  at  any  time,  with  respect to a Unit, the
Initial  Unit  Capital  Account  less  the sum of all distributions constituting
Capital  Surplus  theretofore  made in respect of an Initial Common Unit and any
distributions  of cash (or the Net Agreed Value of any distributions in kind) in
connection  with  the dissolution and liquidation of the Partnership theretofore
made  in  respect  of  an  Initial  Common Unit, adjusted as the General Partner
determines  to be appropriate to give effect to any distribution, subdivision or
combination  of  such  Units.

     "U.S.  GAAP"  means  United States Generally Accepted Accounting Principles
consistently  applied.

     "Withdrawal  Opinion  of  Counsel" has the meaning assigned to such term in
Section  11.1(b).

     "Working  Capital  Borrowings"  means  borrowings  used  solely for working
capital  purposes  or to pay distributions to Partners made pursuant to a credit
facility  or  other arrangement to the extent such borrowings are required to be
reduced  to  a  relatively  small amount each year (or for the year in which the
Initial  Offering  is  consummated, the 12-month period beginning on the Closing
Date)  for  an  economically  meaningful  period  of  time.


                                       19
<PAGE>
     SECTION  1.2     Construction.  Unless  the context requires otherwise: (a)
                      ------------
any  pronoun  used  in this Agreement shall include the corresponding masculine,
feminine  or  neuter  forms,  and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa; (b) references to Articles and Sections
refer  to Articles and Sections of this Agreement; and (c) the term "include" or
"includes"  means includes, without limitation, and "including" means including,
without  limitation.

                                   ARTICLE II

                                  ORGANIZATION

     SECTION  2.1     Formation.  The  General  Partner  and  the Organizational
                      ---------
Limited  Partner have previously formed the Partnership as a limited partnership
pursuant  to the provisions of the Delaware Act and hereby amend and restate the
original  Agreement  of Limited Partnership of Rio Vista Energy Partners L.P. in
its  entirety. This amendment and restatement shall become effective on the date
of  this  Agreement.  Except  as  expressly  provided  to  the  contrary in this
Agreement,  the  rights,  duties  (including  fiduciary duties), liabilities and
obligations  of the Partners and the administration, dissolution and termination
of  the  Partnership  shall  be  governed  by  the Delaware Act. All Partnership
Interests  shall  constitute  personal  property  of  the  owner thereof for all
purposes  and  a  Partner  has  no  interest  in  specific Partnership property.

     SECTION  2.2     Name.  The  name  of  the  Partnership shall be "Rio Vista
                      ----
Energy  Partners  L.P."  The  Partnership's  business may be conducted under any
other  name  or  names deemed necessary or appropriate by the General Partner in
its  sole  discretion,  including  the  name  of  the General Partner. The words
"Limited  Partnership,"  "L.P.,"  "Ltd."  or  similar  words or letters shall be
included  in the Partnership's name where necessary for the purpose of complying
with  the  laws of any jurisdiction that so requires. The General Partner in its
discretion  may  change the name of the Partnership at any time and from time to
time  and  shall  notify the Limited Partners of such change in the next regular
communication  to  the  Limited  Partners.

     SECTION  2.3     Registered  Office;  Registered  Agent;  Principal Office;
                      ----------------------------------------------------------
Other  Offices.  Unless and until changed by the General Partner, the registered
--------------
office of the Partnership in the State of Delaware shall be located at 615 South
DuPont  Highway,  City  of  Dover,  County  of  Kent,  Delaware  19901,  and the
registered  agent  for  service  of  process  on the Partnership in the State of
Delaware  at  such  registered  office  shall  be  Capitol  Services,  Inc.  The
principal  office of the Partnership shall be located at 820 Gessner Road, Suite
1285,  Houston,  Texas 77024 or such other place as the General Partner may from
time  to  time  designate by notice to the Limited Partners. The Partnership may
maintain  offices  at  such other place or places within or outside the State of
Delaware  as  the General Partner deems necessary or appropriate. The address of
the  General Partner shall be 820 Gessner Road, Suite 1285, Houston, Texas 77024
or  such  other  place as the General Partner may from time to time designate by
notice  to  the  Limited  Partners.

     SECTION  2.4     Purpose  and  Business.  The  purpose  and  nature  of the
                      ----------------------
business  to  be  conducted by the Partnership shall be to (a) own the equity of
the  general  partner  of  the  Operating  Partnership and to serve as a limited
partner  of  the Operating Partnership and, in connection therewith, to exercise
all  the  rights  and  powers  conferred  upon  the  Partnership  as  a


                                       20
<PAGE>
partner  of  the  Operating  Partnership  pursuant  to the Operating Partnership
Agreement  or  otherwise,  (b)  engage  directly  in,  or enter into or form any
corporation,  partnership,  joint  venture,  limited  liability company or other
arrangement  to  engage  indirectly in, any business activity that the Operating
Partnership  is permitted to engage in by the Operating Partnership Agreement or
that  its  subsidiaries  are  permitted  to engage in by their limited liability
company  or partnership agreements and, in connection therewith, to exercise all
of  the  rights  and  powers  conferred  upon  the  Partnership  pursuant to the
agreements  relating to such business activity, (c) engage directly in, or enter
into  or  form  any  corporation,  partnership, joint venture, limited liability
company or other arrangement to engage indirectly in, any business activity that
is  approved  by  the  General  Partner and which lawfully may be conducted by a
limited  partnership  organized  pursuant to the Delaware Act and, in connection
therewith,  to  exercise  all  of  the  rights  and  powers  conferred  upon the
Partnership  pursuant  to  the  agreements  relating  to such business activity;
provided,  however,  that  the  General Partner reasonably determines, as of the
date of the acquisition or commencement of such activity, that such activity (i)
generates  "qualifying income" (as such term is defined pursuant to Section 7704
of the Code) or a Subsidiary or a Partnership activity that generates qualifying
income  or  (ii)  enhances  the  operations  of  an  activity  of  the Operating
Partnership,  and  (d)  do  anything  necessary or appropriate to the foregoing,
including  the  making  of capital contributions or loans to a Group Member. The
General  Partner  has  no  obligation  or  duty  to the Partnership, the Limited
Partners  or  the  Assignees  to  propose  or approve, and in its discretion may
decline  to  propose or approve, the conduct by the Partnership of any business.

     SECTION  2.5     Powers.  The  Partnership shall be empowered to do any and
                      ------
all  acts and things necessary, appropriate, proper, advisable, incidental to or
convenient  for  the furtherance and accomplishment of the purposes and business
described  in Section 2.4 and for the protection and benefit of the Partnership.

     SECTION  2.6     Power of Attorney.  Each Limited Partner and each Assignee
                      -----------------
hereby  constitutes  and appoints the General Partner and, if a Liquidator shall
have  been  selected pursuant to Section 12.3, the Liquidator (and any successor
to  the  Liquidator  by merger, transfer, assignment, election or otherwise) and
each  of  their  authorized  officers and attorneys-in-fact, as the case may be,
with  full  power  of  substitution,  as  his  true  and  lawful  agent  and
attorney-in-fact,  with  full  power and authority in his name, place and stead,
to:

     (i)  execute,  swear  to,  acknowledge,  deliver,  file  and  record in the
          appropriate  public  offices (A) all certificates, documents and other
          instruments  (including  this Agreement and the Certificate of Limited
          Partnership and all amendments or restatements hereof or thereof) that
          the  General  Partner or the Liquidator deems necessary or appropriate
          to  form,  qualify  or  continue the existence or qualification of the
          Partnership  as  a  limited partnership (or a partnership in which the
          limited  partners have limited liability) in the State of Delaware and
          in  all  other  jurisdictions  in  which  the  Partnership may conduct
          business  or  own  property; (B) all certificates, documents and other
          instruments that the General Partner or the Liquidator deems necessary
          or  appropriate  to  reflect,  in  accordance  with  its  terms,  any
          amendment,  change, modification or restatement of this Agreement; (C)
          all  certificates,  documents  and  other  instruments  (including
          conveyances  and  a


                                       21
<PAGE>
          certificate  of  cancellation)  that  the  General  Partner  or  the
          Liquidator  deems  necessary or appropriate to reflect the dissolution
          and  liquidation  of  the  Partnership  pursuant  to the terms of this
          Agreement;  (D)  all  certificates,  documents  and  other instruments
          relating  to the admission, withdrawal, removal or substitution of any
          Partner  pursuant  to, or other events described in, Article IV, X, XI
          or XII; (E) all certificates, documents and other instruments relating
          to  the determination of the rights, preferences and privileges of any
          class  or  series of Partnership Securities issued pursuant to Section
          5.6;  and  (F)  all  certificates,  documents  and  other  instruments
          (including  agreements  and  a  certificate  of  merger) relating to a
          merger  or  consolidation  of the Partnership pursuant to Article XIV;
          and

     (ii) execute,  swear to, acknowledge, deliver, file and record all ballots,
          consents,  approvals,  waivers,  certificates,  documents  and  other
          instruments necessary or appropriate, in the discretion of the General
          Partner  or the Liquidator, to make, evidence, give, confirm or ratify
          any vote, consent, approval, agreement or other action that is made or
          given  by  the  Partners  hereunder or is consistent with the terms of
          this  Agreement  or  is necessary or appropriate, in the discretion of
          the  General  Partner  or  the  Liquidator, to effectuate the terms or
          intent of this Agreement; provided, that when required by Section 13.3
          or any other provision of this Agreement that establishes a percentage
          of  the  Limited  Partners  or of the Limited Partners of any class or
          series  required  to  take  any  action,  the  General Partner and the
          Liquidator  may  exercise  the  power of attorney made in this Section
          2.6(a)(ii)  only  after the necessary vote, consent or approval of the
          Limited  Partners  or of the Limited Partners of such class or series,
          as  applicable.  Nothing  contained  in  this  Section 2.6(a) shall be
          construed  as  authorizing the General Partner to amend this Agreement
          except  in  accordance  with  Article  XIII  or  as  may  be otherwise
          expressly  provided  for  in this Agreement. b) The foregoing power of
          attorney is hereby declared to be irrevocable and a power coupled with
          an interest, and it shall survive and, to the maximum extent permitted
          by  law,  not  be  affected  by  the  subsequent  death, incompetency,
          disability,  incapacity, dissolution, bankruptcy or termination of any
          Limited  Partner or Assignee and the transfer of all or any portion of
          such  Limited  Partner's  or Assignee's Partnership Interest and shall
          extend  to  such  Limited  Partner's  or Assignee's heirs, successors,
          assigns and personal representatives. Each Limited Partner or Assignee
          hereby  agrees  to  be bound by any representation made by the General
          Partner  or the Liquidator acting in good faith pursuant to such power
          of  attorney;  and  each Limited Partner or Assignee hereby waives, to
          the  maximum extent permitted by law, any and all defenses that may be
          available  to  contest,  negate or disaffirm the action of the General
          Partner  or  the  Liquidator  taken  in good faith under such power of
          attorney.  Each  Limited Partner or Assignee shall execute and deliver
          to the General Partner or the Liquidator, within 15 days after receipt
          of  the request therefor, such further designation, powers of attorney
          and  other  instruments as the General Partner or the Liquidator deems
          necessary  to  effectuate  this  Agreement  and  the  purposes  of the
          Partnership.


                                       22
<PAGE>
     SECTION  2.7     Term.  The  term  of  the  Partnership  commenced upon the
                      ----
filing of the Certificate of Limited Partnership in accordance with the Delaware
Act  and shall continue in existence until the dissolution of the Partnership in
accordance  with the provisions of Article XII. The existence of the Partnership
as  a  separate  legal  entity  shall  continue  until  the  cancellation of the
Certificate  of  Limited  Partnership  as  provided  in  the  Delaware  Act.

     SECTION  2.8     Title to Partnership Assets.  Title to Partnership assets,
                      ---------------------------
whether  real,  personal  or  mixed and whether tangible or intangible, shall be
deemed  to be owned by the Partnership as an entity, and no Partner or Assignee,
individually  or  collectively,  shall  have  any  ownership  interest  in  such
Partnership  assets  or  any  portion  thereof.  Title  to  any  or  all  of the
Partnership  assets  may  be  held  in  the name of the Partnership, the General
Partner,  one  or more of its Affiliates or one or more nominees, as the General
Partner may determine. The General Partner hereby declares and warrants that any
Partnership  assets  for  which  record title is held in the name of the General
Partner  or  one or more of its Affiliates or one or more nominees shall be held
by  the  General Partner or such Affiliate or nominee for the use and benefit of
the  Partnership  in accordance with the provisions of this Agreement; provided,
however,  that  the General Partner shall use reasonable efforts to cause record
title  to  such  assets (other than those assets in respect of which the General
Partner  determines  that  the  expense  and  difficulty  of  conveyancing makes
transfer  of  record title to the Partnership impracticable) to be vested in the
Partnership as soon as reasonably practicable; provided, further, that, prior to
the  withdrawal  or  removal  of  the  General  Partner or as soon thereafter as
practicable,  the  General  Partner  shall  use reasonable efforts to effect the
transfer  of  record  title  to the Partnership and, prior to any such transfer,
will  provide for the use of such assets in a manner satisfactory to the General
Partner.  All  Partnership  assets  shall  be  recorded  as  the property of the
Partnership  in  its books and records, irrespective of the name in which record
title  to  such  Partnership  assets  is  held.


                                       23
<PAGE>
                                   ARTICLE III

                           RIGHTS OF LIMITED PARTNERS

     SECTION  3.1     Limitation  of  Liability.  The  Limited  Partners and the
                      -------------------------
Assignees  shall  have  no  liability  under  this Agreement except as expressly
provided  in  this  Agreement  or  the  Delaware  Act.

     SECTION 3.2     Management of Business.  No Limited Partner or Assignee, in
                     ----------------------
its  capacity as such, shall participate in the operation, management or control
(within the meaning of the Delaware Act) of the Partnership's business, transact
any  business  in the Partnership's name or have the power to sign documents for
or  otherwise  bind  the  Partnership.  Any action taken by any Affiliate of the
General  Partner  or  any  officer, director, employee, manager, member, general
partner,  agent  or  trustee of the General Partner or any of its Affiliates, or
any  officer,  director,  employee,  manager,  member, general partner, agent or
trustee  of  a  Group Member, in its capacity as such, shall not be deemed to be
participation  in  the  control  of the business of the Partnership by a limited
partner  of  the  Partnership  (within  the  meaning of Section 17-303(a) of the
Delaware  Act)  and shall not affect, impair or eliminate the limitations on the
liability  of  the  Limited  Partners  or  Assignees  under  this  Agreement.

     SECTION 3.3     Outside Activities of the Limited Partners.  Subject to the
                     ------------------------------------------
provisions  of Section 7.5 and the Omnibus Agreement, which shall continue to be
applicable  to  the  Persons  referred  to  therein,  regardless of whether such
Persons  shall  also  be  Limited  Partners or Assignees, any Limited Partner or
Assignee  shall  be  entitled  to  and may have business interests and engage in
business  activities in addition to those relating to the Partnership, including
business  interests  and  activities  in direct competition with the Partnership
Group.  Neither the Partnership nor any of the other Partners or Assignees shall
have  any  rights  by  virtue  of this Agreement in any business ventures of any
Limited  Partner  or  Assignee.

     SECTION  3.4     Rights  of  Limited  Partners.
                      -----------------------------

     (a)     In  addition  to  other  rights  provided  by  this Agreement or by
applicable  law,  and  except as limited by Section 3.4(b), each Limited Partner
shall have the right, for a purpose reasonably related to such Limited Partner's
interest as a limited partner in the Partnership, upon reasonable written demand
and  at  such  Limited  Partner's  own  expense:

          (i)  to  obtain  true and full information regarding the status of the
               business  and  financial  condition  of  the  Partnership;

          (ii) promptly  after  becoming  available,  to  obtain  a  copy of the
               Partnership's  federal,  state  and  local income tax returns for
               each  year;

         (iii) to  have  furnished  to him a current list of the name  and  last
               known  business,  residence  or  mailing address of each Partner;

          (iv) to  have  furnished  to  him  a  copy  of  this Agreement and the
               Certificate  of  Limited  Partnership and all amendments thereto,
               together  with  a  copy  of


                                       24
<PAGE>
               the  executed  copies of all powers of attorney pursuant to which
               this  Agreement,  the  Certificate of Limited Partnership and all
               amendments  thereto  have  been  executed;

          (v)  to  obtain true and full information regarding the amount of cash
               and  a  description  and statement of the Net Agreed Value of any
               other Capital Contribution by each Partner and which each Partner
               has  agreed  to  contribute  in the future, and the date on which
               each  became  a  Partner;  and

          (vi) to  obtain  such  other  information regarding the affairs of the
               Partnership  as  is  just  and  reasonable.

     (b)   The General Partner  may  keep confidential from the Limited Partners
and  Assignees, for such period of time as the General Partner deems reasonable,
(i)  any  information  that the General Partner reasonably believes to be in the
nature  of  trade  secrets or (ii) other information the disclosure of which the
General  Partner  in good faith believes (A) is not in the best interests of the
Partnership  Group, (B) could damage the Partnership Group or (C) that any Group
Member  is  required  by  law  or  by  agreement  with  any  third party to keep
confidential  (other  than  agreements  with  Affiliates  of the Partnership the
primary  purpose  of  which  is  to circumvent the obligations set forth in this
Section  3.4).

                                   ARTICLE IV

  CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF
                              PARTNERSHIP INTERESTS

     SECTION  4.1     Certificates.  Upon  the  Partnership's issuance of Common
                      ------------
Units to any Person, the Partnership shall issue one or more Certificates in the
name  of  such  Person  evidencing  the number of such Units being so issued. In
addition, (a) upon the General Partner's request, the Partnership shall issue to
it  one  or  more Certificates in the name of the General Partner evidencing its
interests  in  the  Partnership  and  (b)  upon the request of any Person owning
Incentive  Distribution  Rights  or  any other Partnership Securities other than
Common  Units,  the  Partnership  shall  issue  to  such  Person  one  or  more
certificates  evidencing such Incentive Distribution Rights or other Partnership
Securities other than Common Units.  Certificates shall be executed on behalf of
the  Partnership  by  the Chairman of the Board, President or any Vice President
and  the  Secretary or any Assistant Secretary of the General Partner. No Common
Unit  Certificate shall be valid for any purpose until it has been countersigned
by  the Transfer Agent; provided, however, that if the General Partner elects to
issue  Common  Units in global form, the Common Unit Certificates shall be valid
upon receipt of a certificate from the Transfer Agent certifying that the Common
Units  have  been  duly  registered  in  accordance  with  the directions of the
Partnership.

     SECTION  4.2     Mutilated,  Destroyed,  Lost  or  Stolen  Certificates.
                      ------------------------------------------------------

     (a)  If any mutilated Certificate is surrendered to the Transfer Agent, the
          appropriate  officers  of  the  General  Partner  on  behalf  of  the
          Partnership  shall  execute,  and  the


                                       25
<PAGE>
          Transfer  Agent  shall countersign and deliver in exchange therefor, a
          new  Certificate  evidencing  the  same number and type of Partnership
          Securities  as  the  Certificate  so  surrendered.

     (b)  The  appropriate  officers  of  the  General  Partner on behalf of the
          Partnership  shall  execute  and deliver, and the Transfer Agent shall
          countersign  a  new Certificate in place of any Certificate previously
          issued  if  the  Record  Holder  of  the  Certificate:

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

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

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

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

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

     (c)  As  a  condition  to  the  issuance  of any new Certificate under this
          Section  4.2,  the  General  Partner  may require the payment of a sum
          sufficient  to  cover any tax or other governmental charge that may be
          imposed in relation thereto and any other expenses (including the fees
          and  expenses  of  the Transfer Agent) reasonably connected therewith.

     SECTION  4.3     Record  Holders.  The  Partnership  shall  be  entitled to
                      ---------------
recognize  the  Record  Holder  as  the  Partner or Assignee with respect to any
Partnership  Interest  and,  accordingly,  shall  not  be bound to recognize any
equitable or other claim to or interest in such Partnership Interest on the part
of  any other Person, regardless of whether the Partnership shall have actual or
other  notice  thereof,  except  as  otherwise provided by law or any applicable
rule,  regulation,  guideline or requirement of any National Securities Exchange
on which such Partnership Interests are listed for trading. Without limiting the
foregoing,  when  a  Person  (such  as  a  broker,  dealer,  bank,


                                       26
<PAGE>
trust  company  or  clearing corporation or an agent of any of the foregoing) is
acting  as  nominee,  agent or in some other representative capacity for another
Person  in  acquiring  and/or  holding  Partnership  Interests,  as  between the
Partnership  on  the  one  hand,  and  such  other  Persons  on  the other, such
representative  Person (a) shall be the Partner or Assignee (as the case may be)
of  record and beneficially, (b) must execute and deliver a Transfer Application
and  (c)  shall  be  bound  by  this  Agreement  and  shall  have the rights and
obligations  of a Partner or Assignee (as the case may be) hereunder and as, and
to  the  extent,  provided  for  herein.

     SECTION  4.4     Transfer  Generally.
                      -------------------

     (a)     The  term "transfer," when used in this Agreement with respect to a
Partnership  Interest,  shall  be  deemed to refer to a transaction by which the
General  Partner  assigns  its  General  Partner  Interest to another Person who
becomes the general partner of the Partnership, by which the holder of a Limited
Partner  Interest assigns such Limited Partner Interest to another Person who is
or  becomes  a  Limited Partner or an Assignee, and includes a sale, assignment,
gift,  pledge,  encumbrance,  hypothecation,  mortgage,  exchange  or  any other
disposition  by  law  or  otherwise.

     (b)     No  Partnership Interest shall be transferred, in whole or in part,
except in accordance with the terms and conditions set forth in this Article IV.
Any  transfer  or  purported  transfer  of  a  Partnership  Interest not made in
accordance  with  this  Article  IV  shall  be  null  and  void.

     (c)     Nothing contained in this Agreement shall be construed to prevent a
disposition  by  any  member of the General Partner of any or all of the limited
liability  company interests of the General Partner.  At any time, any member of
the  General  Partner  may sell or transfer all or part of such member's limited
liability  company interests in the General Partner without Unitholder approval.

     SECTION  4.5     Registration  and  Transfer  of Limited Partner Interests.
                      ---------------------------------------------------------

     (a)     The  Partnership  shall  keep  or cause to be kept on behalf of the
Partnership  a  register  in which, subject to such reasonable regulations as it
may  prescribe  and subject to the provisions of Section 4.5(b), the Partnership
will provide for the registration and transfer of Limited Partner Interests. The
Transfer  Agent is hereby appointed registrar and transfer agent for the purpose
of  registering  Common  Units  and  transfers  of  such  Common Units as herein
provided.  The  Partnership  shall  not  recognize  transfers  of  Certificates
evidencing  Limited  Partner Interests unless such transfers are effected in the
manner  described  in  this  Section  4.5.  Upon  surrender of a Certificate for
registration  of  transfer  of  any  Limited  Partner  Interests  evidenced by a
Certificate,  and  subject  to the provisions of Section 4.5(b), the appropriate
officers  of  the General Partner on behalf of the Partnership shall execute and
deliver,  and  in the case of Common Units, the Transfer Agent shall countersign
and  deliver,  in  the  name  of  the  holder  or  the  designated transferee or
transferees,  as required pursuant to the holder's instructions, one or more new
Certificates  evidencing  the  same aggregate number and type of Limited Partner
Interests  as  was  evidenced  by  the  Certificate  so  surrendered.


                                       27
<PAGE>
     (b)     Except  as otherwise provided in Section 4.9, the Partnership shall
not  recognize  any transfer of Limited Partner Interests until the Certificates
evidencing  such  Limited  Partner Interests are surrendered for registration of
transfer  and  such  Certificates are accompanied by a Transfer Application duly
executed by the transferee (or the transferee's attorney-in-fact duly authorized
in  writing).  No  charge shall be imposed by the Partnership for such transfer;
provided,  that as a condition to the issuance of any new Certificate under this
Section  4.5,  the  Partnership  may  require the payment of a sum sufficient to
cover  any  tax  or  other  governmental charge that may be imposed with respect
thereto.

     (c)     Limited  Partner  Interests  may  be transferred only in the manner
described in this Section 4.5. The transfer of any Limited Partner Interests and
the  admission  of  any new Limited Partner shall not constitute an amendment to
this  Agreement.

     (d)     Until admitted as a Substituted Limited Partner pursuant to Section
10.2,  the  Record  Holder of a Limited Partner Interest shall be an Assignee in
respect  of  such  Limited  Partner  Interest.  Limited  Partners  may  include
custodians,  nominees  or  any  other  individual  or  entity  in its own or any
representative  capacity.

     (e)     A  transferee  of  a Limited Partner Interest who has completed and
delivered a Transfer Application shall be deemed to have (i) requested admission
as a Substituted Limited Partner, (ii) agreed to comply with and be bound by and
to  have  executed  this  Agreement,  (iii)  represented and warranted that such
transferee  has  the  right,  power  and  authority  and,  if an individual, the
capacity  to  enter into this Agreement, (iv) granted the powers of attorney set
forth  in  this  Agreement and (v) given the consents and approvals and made the
waivers  contained  in  this  Agreement.

     (f)     The  General Partner and its Affiliates shall have the right at any
time  to  transfer  their  Common  Units,  if  any,  to  one  or  more  Persons.

     SECTION 4.6     Transfer of the General Partner's General Partner Interest.
                     ----------------------------------------------------------

     (a)     Subject  to  Section  4.6(c)  below, prior to October 31, 2008, the
General  Partner  shall  not  transfer  all  or  any part of its General Partner
Interest  to  a  Person  unless such transfer (i) has been approved by the prior
written consent or vote of the holders of at least a majority of the Outstanding
Common  Units  (excluding  Common  Units  held  by  the  General Partner and its
Affiliates)  or  (ii)  is  of all, but not less than all, of its General Partner
Interest  to  (A) an Affiliate of the General Partner (other than an individual)
or  (B)  another Person (other than an individual) in connection with the merger
or  consolidation of the General Partner with or into another Person (other than
an  individual)  or  the transfer by the General Partner of all or substantially
all  of  its  assets  to  another  Person  (other  than  an  individual).

     (b)     Subject  to Section 4.6(c) below, on or after October 31, 2008, the
General  Partner may transfer all or any of its General Partner Interest without
Unitholder  approval.

     (c)     Notwithstanding anything herein to the contrary, no transfer by the
General  Partner  of  all or any part of its General Partner Interest to another
Person  shall be permitted unless (i) the transferee agrees to assume the rights
and  duties  of  the  General  Partner  under  this


                                       28
<PAGE>
Agreement  and  to  be  bound  by  the  provisions  of  this Agreement, (ii) the
Partnership  receives  an Opinion of Counsel that such transfer would not result
in  the  loss  of  limited  liability  of  any Limited Partner or of any limited
partner  of  the Operating Partnership or cause the Partnership or the Operating
Partnership  to  be  treated  as  an  association  taxable  as  a corporation or
otherwise  to  be  taxed  as  an  entity for federal income tax purposes (to the
extent not already so treated or taxed) and (iii) such transferee also agrees to
purchase  all  (or  the  appropriate  portion  thereof,  if  applicable)  of the
partnership or membership interest of the General Partner as the general partner
or  managing  member,  if  any,  of  each  other  Group Member. In the case of a
transfer  pursuant to and in compliance with this Section 4.6, the transferee or
successor  (as  the  case may be) shall, subject to compliance with the terms of
Section  10.3, be admitted to the Partnership as the General Partner immediately
prior  to  the  transfer  of  the  Partnership Interest, and the business of the
Partnership  shall  continue  without  dissolution.

     SECTION  4.7     Transfer  of  Incentive  Distribution  Rights.  Prior  to
                      ---------------------------------------------
October  31, 2008, a holder of Incentive Distribution Rights may transfer any or
all of the Incentive Distribution Rights held by such holder without any consent
of the Unitholders (a) to an Affiliate of such holder (other than an individual)
or  (b)  to another Person (other than an individual) in connection with (i) the
merger  or consolidation of such holder of Incentive Distribution Rights with or
into  such  other  Person  or  (ii)  the  transfer  by  such  holder  of  all or
substantially all of its assets to such other Person or (iii) the sale of all or
substantially  all  of the equity interests of such holder to such other Person.
Any  other  transfer  of  the Incentive Distribution Rights prior to October 31,
2008,  shall require the prior approval of holders of at least a majority of the
Outstanding Common Units (excluding Common Units held by the General Partner and
its  Affiliates).  On  or  after  October  31,  2008,  any  holder  of Incentive
Distribution Rights may transfer any or all of its Incentive Distribution Rights
without Unitholder approval. Notwithstanding anything herein to the contrary, no
transfer  of  Incentive Distribution Rights to another Person shall be permitted
unless  the  transferee  agrees to be bound by the provisions of this Agreement.

     SECTION  4.8     Restrictions  on  Transfers.
                      ---------------------------

     (a)     Except as provided in Section 4.8(d) below, but notwithstanding the
other  provisions  of  this Article IV, no transfer of any Partnership Interests
shall  be made if such transfer would (i) violate the then applicable federal or
state  securities  laws  or  rules  and regulations of the Commission, any state
securities commission or any other governmental authority with jurisdiction over
such  transfer, (ii) terminate the existence or qualification of the Partnership
or  the  Operating  Partnership  under  the  laws  of  the  jurisdiction  of its
formation,  or  (iii)  cause  the Partnership or the Operating Partnership to be
treated  as  an association taxable as a corporation or otherwise to be taxed as
an  entity for federal income tax purposes (to the extent not already so treated
or  taxed).

     (b)     The  General  Partner  may  impose  restrictions on the transfer of
Partnership  Interests  if  a subsequent Opinion of Counsel determines that such
restrictions are necessary to avoid a significant risk of the Partnership or the
Operating  Partnership  becoming  an  association  taxable  as  a corporation or
otherwise  to  be  taxed  as  an  entity  for  federal  income tax purposes. The
restrictions  may  be imposed by making such amendments to this Agreement as the
General  Partner  may  determine  to  be necessary or appropriate to impose such
restrictions;  provided,


                                       29
<PAGE>
however,  that  any amendment that the General Partner believes, in the exercise
of  its  reasonable  discretion,  could result in the delisting or suspension of
trading  of  any  class  of  Limited Partner Interests on the principal National
Securities  Exchange  on  which  such class of Limited Partner Interests is then
traded  must be approved, prior to such amendment being effected, by the holders
of  at  least  a  majority  of the Outstanding Limited Partner Interests of such
class.

     (c)     [RESERVED]

     (d)     Nothing  contained  in  this  Article  IV,  or  elsewhere  in  this
Agreement,  shall  preclude  the  settlement  of  any  transactions  involving
Partnership  Interests  entered  into  through  the  facilities  of any National
Securities  Exchange on which such Partnership Interests are listed for trading.

     SECTION  4.9     Citizenship  Certificates;  Non-citizen  Assignees.
                      --------------------------------------------------

     (a)     If  any Group Member is or becomes subject to any federal, state or
local  law  or  regulation  that, in the reasonable determination of the General
Partner,  creates  a  substantial  risk  of  cancellation  or  forfeiture of any
property  in  which  the  Group Member has an interest based on the nationality,
citizenship  or  other  related  status  of  a  Limited Partner or Assignee, the
General  Partner  may  request any Limited Partner or Assignee to furnish to the
General  Partner,  within  30  days  after  receipt of such request, an executed
Citizenship  Certification or such other information concerning his nationality,
citizenship or other related status (or, if the Limited Partner or Assignee is a
nominee  holding for the account of another Person, the nationality, citizenship
or other related status of such Person) as the General Partner may request. If a
Limited  Partner  or Assignee fails to furnish to the General Partner within the
aforementioned  30-day  period such Citizenship Certification or other requested
information  or  if  upon  receipt  of  such  Citizenship Certification or other
requested  information  the  General  Partner  determines,  with  the  advice of
counsel,  that  a  Limited  Partner  or Assignee is not an Eligible Citizen, the
Partnership Interests owned by such Limited Partner or Assignee shall be subject
to  redemption  in  accordance with the provisions of Section 4.10. In addition,
the  General Partner may require that the status of any such Partner or Assignee
be changed to that of a Non-citizen Assignee and, thereupon, the General Partner
shall  be  substituted  for  such Non-citizen Assignee as the Limited Partner in
respect  of  his  Limited  Partner  Interests.

     (b)     The  General  Partner shall, in exercising voting rights in respect
of  Limited  Partner  Interests  held  by it on behalf of Non-citizen Assignees,
distribute  the  votes  in  the  same ratios as the votes of Partners (including
without  limitation the General Partner) in respect of Limited Partner Interests
other  than  those  of  Non-citizen  Assignees  are cast, either for, against or
abstaining  as  to  the  matter.

     (c)     Upon  dissolution  of the Partnership, a Non-citizen Assignee shall
have  no  right  to  receive a distribution in kind pursuant to Section 12.4 but
shall  be  entitled  to  the  cash equivalent thereof, and the Partnership shall
provide  cash  in exchange for an assignment of the Non-citizen Assignee's share
of  the  distribution  in kind. Such payment and assignment shall be treated for
Partnership  purposes  as  a  purchase  by  the Partnership from the Non-citizen
Assignee  of his Limited Partner Interest (representing his right to receive his
share  of  such  distribution  in  kind).


                                       30
<PAGE>
     (d)     At  any  time  after  he can and does certify that he has become an
Eligible  Citizen,  a  Non-citizen Assignee may, upon application to the General
Partner,  request admission as a Substituted Limited Partner with respect to any
Limited  Partner Interests of such Non-citizen Assignee not redeemed pursuant to
Section  4.10,  and  upon  his  admission  pursuant to Section 10.2, the General
Partner  shall  cease  to  be deemed to be the Limited Partner in respect of the
Non-citizen  Assignee's  Limited  Partner  Interests.

     SECTION  4.10     Redemption  of  Partnership  Interests  of  Non-citizen
                       -------------------------------------------------------
Assignees.
----------

     (a)     If  at  any  time  a Limited Partner or Assignee fails to furnish a
Citizenship  Certification  or  other  information  requested  within the 30-day
period  specified  in  Section  4.9(a),  or  if upon receipt of such Citizenship
Certification  or  other  information  the  General Partner determines, with the
advice  of  counsel,  that  a  Limited  Partner  or  Assignee is not an Eligible
Citizen, the Partnership may, unless the Limited Partner or Assignee establishes
to the satisfaction of the General Partner that such Limited Partner or Assignee
is  an Eligible Citizen or has transferred his Partnership Interests to a Person
who  is an Eligible Citizen and who furnishes a Citizenship Certification to the
General Partner prior to the date fixed for redemption as provided below, redeem
the  Partnership  Interest  of  such  Limited  Partner  or  Assignee as follows:

     (i)  The General Partner shall, not later than the 30th day before the date
          fixed for redemption, give notice of redemption to the Limited Partner
          or  Assignee,  at  his  last  address designated on the records of the
          Partnership  or  the  Transfer Agent, by registered or certified mail,
          postage prepaid. The notice shall be deemed to have been given when so
          mailed.  The  notice  shall specify the Redeemable Interests, the date
          fixed  for  redemption,  the  place  of  payment,  that payment of the
          redemption  price  will  be  made  upon  surrender  of the Certificate
          evidencing  the  Redeemable  Interests  and that on and after the date
          fixed  for redemption no further allocations or distributions to which
          the Limited Partner or Assignee would otherwise be entitled in respect
          of  the  Redeemable  Interests  will  accrue  or  be  made.

     (ii) The  aggregate  redemption  price for Redeemable Interests shall be an
          amount equal to the Current Market Price (the date of determination of
          which  shall  be  the  date  fixed  for redemption) of Limited Partner
          Interests  of  the class to be so redeemed multiplied by the number of
          Limited  Partner  Interests  of  each  such  class  included among the
          Redeemable  Interests.  The  redemption  price  shall  be paid, in the
          discretion  of  the  General  Partner,  in  cash  or  by delivery of a
          promissory  note  of  the  Partnership  in the principal amount of the
          redemption  price,  bearing  interest  at the rate of 10% annually and
          payable  in three equal annual installments of principal together with
          accrued  interest,  commencing  one  year  after  the redemption date.

    (iii) Upon surrender by or on behalf of the Limited Partner or Assignee,  at
          the  place  specified  in the notice of redemption, of the Certificate
          evidencing  the  Redeemable  Interests,  duly  endorsed  in  blank  or
          accompanied  by  an  assignment  duly  executed  in blank, the Limited
          Partner  or  Assignee  or  his duly authorized representative shall be
          entitled  to  receive  the  payment  therefor.


                                       31
<PAGE>
     (iv) After  the  redemption  date,  Redeemable  Interests  shall  no longer
          constitute  issued  and  Outstanding  Limited  Partner  Interests.

     (b)     The  provisions  of  this  Section 4.10 shall also be applicable to
Limited  Partner Interests held by a Limited Partner or Assignee as nominee of a
Person  determined  to  be  other  than  an  Eligible  Citizen.

     (c)     Nothing  in  this  Section  4.10  shall  prevent the recipient of a
notice  of  redemption from transferring his Limited Partner Interest before the
redemption  date  if  such transfer is otherwise permitted under this Agreement.
Upon  receipt  of  notice of such a transfer, the General Partner shall withdraw
the  notice  of  redemption,  provided  the  transferee  of such Limited Partner
Interest  certifies  to the satisfaction of the General Partner in a Citizenship
Certification  delivered  in connection with the Transfer Application that he is
an  Eligible  Citizen.  If the transferee fails to make such certification, such
redemption  shall  be  effected  from  the transferee on the original redemption
date.

                                    ARTICLE V

           CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

     SECTION  5.1     Organizational  Contributions.  In  connection  with  the
                      -----------------------------
formation  of  the  Partnership  under  the  Delaware  Act,  the General Partner
purchased  a  2%  General Partner Interest in the Partnership for $20.00 and has
been  admitted  as  a General Partner of the Partnership, and the Organizational
Limited  Partner  purchased  Common  Units  representing  a  98% Limited Partner
Interest  in  the  Partnership  for  $980.00  and has been admitted as a Limited
Partner  of the Partnership.  As of the Closing Date, the Organizational Limited
Partner  shall  cease  to  be  a  Limited  Partner  of  the  Partnership.

     SECTION  5.2     Contributions  by  the General Partner and its Affiliates.
                      ---------------------------------------------------------

     (a)     On  or  prior  to the Closing Date and pursuant to the Contribution
Agreement, (i) the General Partner shall convey to the Partnership, $1,000.00 in
exchange  for  the  Incentive  Distribution  Rights, and (ii) the Organizational
Limited Partner shall contribute to the Partnership its limited partner interest
in  the  Operating  Partnership  as  a  Capital  Contribution.

     (b)     Upon  the  issuance  of any additional Limited Partner Interests by
the  Partnership,  the  General  Partner  shall  be  required to make additional
Capital  Contributions  equal  to  2/98ths  of  any  amount  contributed  to the
Partnership  by  the  Limited  Partners  in exchange for such additional Limited
Partner Interests. Except as set forth in the immediately preceding sentence and
Article  XII,  the General Partner shall not be obligated to make any additional
Capital  Contributions  to  the  Partnership.

     SECTION 5.3     Contributions by Initial Limited Partners and Distributions
                     -----------------------------------------------------------
to  the  General  Partner.
-------------------------

     (a)  [RESERVED]


                                       32
<PAGE>
     (b)  [RESERVED]

     (c)  [RESERVED]

     SECTION  5.4     Interest and Withdrawal.  No interest shall be paid by the
                      -----------------------
Partnership  on  Capital Contributions. No Partner or Assignee shall be entitled
to  the  withdrawal or return of its Capital Contribution, except to the extent,
if  any,  that distributions made pursuant to this Agreement or upon termination
of  the Partnership may be considered as such by law and then only to the extent
provided  for in this Agreement. Except to the extent expressly provided in this
Agreement,  no Partner or Assignee shall have priority over any other Partner or
Assignee  either  as  to  the  return of Capital Contributions or as to profits,
losses  or  distributions.  Any  such  return shall be a compromise to which all
Partners  and  Assignees  agree  within  the meaning of Section 17-502(b) of the
Delaware  Act.

     SECTION  5.5     Capital  Accounts.
                      -----------------

     (a)     The  Partnership  shall  maintain for each Partner (or a beneficial
owner  of  Partnership  Interests  held  by  a  nominee in any case in which the
nominee  has  furnished  the  identity  of  such  owner  to  the  Partnership in
accordance  with  Section  6031(c) of the Code or any other method acceptable to
the  General  Partner  in  its  sole discretion) owning a Partnership Interest a
separate Capital Account with respect to such Partnership Interest in accordance
with  the  rules  of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital
Account  shall  be increased by (i) the amount of all Capital Contributions made
to  the  Partnership  with respect to such Partnership Interest pursuant to this
Agreement  and (ii) all items of Partnership income and gain (including, without
limitation, income and gain exempt from tax) computed in accordance with Section
5.5(b)  and  allocated  with  respect  to  such Partnership Interest pursuant to
Section  6.1, and decreased by (x) the amount of cash or Net Agreed Value of all
actual  and  deemed  distributions of cash or property made with respect to such
Partnership Interest pursuant to this Agreement and (y) all items of Partnership
deduction and loss computed in accordance with Section 5.5(b) and allocated with
respect  to  such  Partnership  Interest  pursuant  to  Section  6.1.

     (b)     For  purposes  of computing the amount of any item of income, gain,
loss  or  deduction which is to be allocated pursuant to Article VI and is to be
reflected  in the Partners' Capital Accounts, the determination, recognition and
classification  of  any  such  item  shall  be  the  same  as its determination,
recognition  and  classification  for  federal  income  tax purposes (including,
without  limitation,  any  method of depreciation, cost recovery or amortization
used  for  that  purpose),  provided,  that:

     (i)  Solely  for  purposes  of  this  Section 5.5, the Partnership shall be
          treated  as  owning directly its proportionate share (as determined by
          the  General  Partner  based  upon  the  provisions  of  the Operating
          Partnership  Agreement)  of  all  property  owned  by  the  Operating
          Partnership  or  any  other  Subsidiary  that  is  classified  as  a
          partnership  for  federal  income  tax  purposes.

     (ii) All fees and other expenses incurred by the Partnership to promote the
          sale  of  (or  to  sell)  a  Partnership  Interest that can neither be
          deducted  nor  amortized  under


                                       33
<PAGE>
          Section  709  of  the  Code,  if  any,  shall, for purposes of Capital
          Account  maintenance,  be  treated as an item of deduction at the time
          such fees and other expenses are incurred and shall be allocated among
          the  Partners  pursuant  to  Section  6.1.

    (iii) Except  as  otherwise  provided  in  Treasury  Regulation  Section
          1.704-1(b)(2)(iv)(m),  the  computation  of all items of income, gain,
          loss  and deduction shall be made without regard to any election under
          Section  754  of the Code which may be made by the Partnership and, as
          to  those  items  described in Section 705(a)(1)(B) or 705(a)(2)(B) of
          the  Code,  without  regard  to  the  fact  that  such  items  are not
          includable  in  gross  income  or are neither currently deductible nor
          capitalized  for  federal  income  tax  purposes.  To  the  extent  an
          adjustment to the adjusted tax basis of any Partnership asset pursuant
          to  Section  734(b)  or  743(b)  of  the Code is required, pursuant to
          Treasury  Regulation  Section  1.704-1(b)(2)(iv)(m),  to be taken into
          account in determining Capital Accounts, the amount of such adjustment
          in  the  Capital Accounts shall be treated as an item of gain or loss.

     (iv) Any  income,  gain  or loss attributable to the taxable disposition of
          any  Partnership property shall be determined as if the adjusted basis
          of  such  property as of such date of disposition were equal in amount
          to  the  Partnership's Carrying Value with respect to such property as
          of  such  date.

     (v)  In accordance with the requirements of Section 704(b) of the Code, any
          deductions  for  depreciation,  cost  recovery  or  amortization
          attributable to any Contributed Property shall be determined as if the
          adjusted  basis  of  such  property on the date it was acquired by the
          Partnership  were  equal to the Agreed Value of such property. Upon an
          adjustment  pursuant  to  Section  5.5(d) to the Carrying Value of any
          Partnership  property  subject  to  depreciation,  cost  recovery  or
          amortization,  any  further  deductions  for  such  depreciation, cost
          recovery  or  amortization  attributable  to  such  property  shall be
          determined (A) as if the adjusted basis of such property were equal to
          the  Carrying  Value  of  such  property  immediately  following  such
          adjustment  and  (B)  using  a  rate of depreciation, cost recovery or
          amortization  derived  from  the  same  method and useful life (or, if
          applicable,  the  remaining  useful  life)  as  is applied for federal
          income  tax purposes; provided, however, that, if the asset has a zero
          adjusted  basis  for  federal  income tax purposes, depreciation, cost
          recovery  or  amortization  deductions  shall  be determined using any
          reasonable  method  that  the  General  Partner  may  adopt.

     (vi) If  the Partnership's adjusted basis in a depreciable or cost recovery
          property  is  reduced  for  federal  income  tax  purposes pursuant to
          Section 48(q)(1) or 48(q)(3) of the Code, the amount of such reduction
          shall,  solely  for  purposes  hereof,  be  deemed to be an additional
          depreciation  or  cost recovery deduction in the year such property is
          placed  in  service and shall be allocated among the Partners pursuant
          to  Section  6.1.  Any  restoration  of such basis pursuant to Section
          48(q)(2)  of  the  Code shall, to the extent possible, be allocated in
          the  same  manner  to  the


                                       34
<PAGE>
          Partners  to  whom  such  deemed  deduction  was  allocated.

     (c)     (i)  A  transferee of a Partnership Interest shall succeed to a pro
rata  portion  of  the  Capital  Account  of  the  transferor  relating  to  the
Partnership  Interest  so  transferred.

     (ii) [RESERVED]

     (d)  (i)  In  accordance  with  Treasury  Regulation  Section
          1.704-1(b)(2)(iv)(f),  on  an  issuance  of  additional  Partnership
          Interests  for  cash  or Contributed Property or the conversion of the
          General  Partner's  Combined  Interest  to  Common  Units  pursuant to
          Section  11.3(b), the Capital Account of all Partners and the Carrying
          Value  of each Partnership property immediately prior to such issuance
          shall be adjusted upward or downward to reflect any Unrealized Gain or
          Unrealized  Loss attributable to such Partnership property, as if such
          Unrealized  Gain  or  Unrealized Loss had been recognized on an actual
          sale  of each such property immediately prior to such issuance and had
          been allocated to the Partners at such time pursuant to Section 6.1 in
          the same manner as any item of gain or loss actually recognized during
          such  period would have been allocated. In determining such Unrealized
          Gain  or  Unrealized  Loss,  the aggregate cash amount and fair market
          value  of  all Partnership assets (including, without limitation, cash
          or  cash  equivalents) immediately prior to the issuance of additional
          Partnership Interests shall be determined by the General Partner using
          such  reasonable  method  of  valuation  as  it  may  adopt; provided,
          however, that the General Partner, in arriving at such valuation, must
          take  fully  into  account  the  fair  market value of the Partnership
          Interests  of  all  Partners  at  such time. The General Partner shall
          allocate  such aggregate value among the assets of the Partnership (in
          such  manner  as  it determines in its discretion to be reasonable) to
          arrive  at  a  fair  market  value  for  individual  properties.

     (ii) In  accordance  with Treasury Regulation Section 1.704-1(b)(2)(iv)(f),
          immediately prior to any actual or deemed distribution to a Partner of
          any  Partnership  property  (other than a distribution of cash that is
          not  in  redemption  or  retirement  of  a  Partnership Interest), the
          Capital  Accounts  of  all  Partners  and  the  Carrying  Value of all
          Partnership  property  shall be adjusted upward or downward to reflect
          any  Unrealized  Gain  or  Unrealized  Loss  attributable  to  such
          Partnership  property,  as  if such Unrealized Gain or Unrealized Loss
          had  been  recognized  in a sale of such property immediately prior to
          such  distribution  for  an amount equal to its fair market value, and
          had  been allocated to the Partners, at such time, pursuant to Section
          6.1 in the same manner as any item of gain or loss actually recognized
          during  such  period  would  have  been allocated. In determining such
          Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair
          market value of all Partnership assets (including, without limitation,
          cash  or  cash  equivalents) immediately prior to a distribution shall
          (A)  in  the case of an actual distribution which is not made pursuant
          to Section 12.4 or in the case of a deemed distribution, be determined
          and allocated in the same manner as that provided in Section 5.5(d)(i)
          or  (B)  in the case of a liquidating distribution pursuant to Section


                                       35
<PAGE>
          12.4,  be  determined  and  allocated  by  the  Liquidator  using such
          reasonable  method  of  valuation  as  it  may  adopt.

     SECTION  5.6     Issuances  of  Additional  Partnership  Securities.
                      --------------------------------------------------

     (a)     Subject  to  Section  5.7,  the  Partnership  may  issue additional
Partnership  Securities  and  options,  rights, warrants and appreciation rights
relating  to  the Partnership Securities for any Partnership purpose at any time
and  from  time to time to such Persons for such consideration and on such terms
and  conditions  as  shall  be  established  by  the General Partner in its sole
discretion,  all  without  the  approval  of  any  Limited  Partners.

     (b)     Each additional Partnership Security authorized to be issued by the
Partnership  pursuant to Section 5.6(a) may be issued in one or more classes, or
one  or  more  series  of any such classes, with such designations, preferences,
rights, powers and duties (which may be senior to existing classes and series of
Partnership  Securities),  as  shall  be  fixed  by  the  General Partner in the
exercise  of  its  sole discretion, including (i) the right to share Partnership
profits  and  losses  or  items  thereof; (ii) the right to share in Partnership
distributions; (iii) rights upon dissolution and liquidation of the Partnership;
(iv)  whether,  and  the  terms  and  conditions upon which, the Partnership may
redeem the Partnership Security; (v) whether such Partnership Security is issued
with  the  privilege  of  conversion  or  exchange  and,  if  so,  the terms and
conditions  of  such  conversion or exchange; (vi) the terms and conditions upon
which  each  Partnership  Security will be issued, evidenced by certificates and
assigned  or  transferred; and (vii) the right, if any, of each such Partnership
Security  to  vote  on  Partnership  matters,  including matters relating to the
relative  rights,  preferences  and  privileges  of  such  Partnership Security.

     (c)     The  General  Partner is hereby authorized and directed to take all
actions  that  it  deems  necessary  or  appropriate in connection with (i) each
issuance  of  Partnership  Securities  and  options  (and the exercise thereof),
rights  (and  the  exercise  thereof),  warrants  (and the exercise thereof) and
appreciation  rights relating to Partnership Securities pursuant to this Section
5.6,  (ii)  the  conversion  of  the  General  Partner Interest or any Incentive
Distribution  Rights  into  Units pursuant to the terms of this Agreement, (iii)
the  admission  of Additional Limited Partners and (iv) all additional issuances
of  Partnership  Securities.  The  General  Partner  is  further  authorized and
directed to specify the relative rights, powers and duties of the holders of the
Units or other Partnership Securities being so issued. The General Partner shall
do  all  things  necessary to comply with the Delaware Act and is authorized and
directed  to  do  all things it deems to be necessary or advisable in connection
with  any  future  issuance  of Partnership Securities or in connection with the
conversion  of the General Partner Interest or any Incentive Distribution Rights
into  Units  pursuant  to the terms of this Agreement, including compliance with
any  statute,  rule,  regulation  or  guideline  of  any federal, state or other
governmental  agency  or  any National Securities Exchange on which the Units or
other  Partnership  Securities  are  listed  for  trading.

     SECTION  5.7     Limitations  on  Issuance  of  Additional  Partnership
                      ------------------------------------------------------
Securities.  Except  as otherwise specified in this Section 5.7, the issuance of
----------
Partnership Securities pursuant to Section 5.6 shall be subject to the following
restrictions  and  limitations:

     (a)  No  fractional  Units  shall  be  issued  by  the  Partnership.


                                       36
<PAGE>
     SECTION  5.8     [RESERVED].

     SECTION  5.9     Limited  Preemptive  Right.  Except  as  provided  in this
                      --------------------------
Section  5.9  and  in  Section  5.2,  no  Person  shall  have  any  preemptive,
preferential  or  other  similar  right  with  respect  to  the  issuance of any
Partnership  Security,  whether  unissued,  held  in  the  treasury or hereafter
created.  The  General  Partner  shall have the right, which it may from time to
time  assign  in  whole  or  in  part  to  any  of  its  Affiliates, to purchase
Partnership  Securities  from  the  Partnership  whenever, and on the same terms
that,  the  Partnership  issues Partnership Securities to Persons other than the
General  Partner  and  its  Affiliates,  to the extent necessary to maintain the
Percentage  Interests  of  the  General Partner and its Affiliates equal to that
which  existed immediately prior to the issuance of such Partnership Securities.

     SECTION  5.10     Splits  and  Combinations.
                       -------------------------

     (a)     Subject  to Sections 5.10(d), 6.6 and 6.9 (dealing with adjustments
of  distribution  levels),  the  Partnership may make a Pro Rata distribution of
Partnership  Securities  to  all  Record  Holders or may effect a subdivision or
combination  of  Partnership  Securities  so long as, after any such event, each
Partner  shall  have  the  same Percentage Interest in the Partnership as before
such event, and any amounts calculated on a per Unit basis (including any Common
Unit  Arrearage  or  Cumulative  Common Unit Arrearage) or stated as a number of
Units  are  proportionately  adjusted  retroactive  to  the  beginning  of  the
Partnership.

     (b)     Whenever  such  a  distribution,  subdivision  or  combination  of
Partnership  Securities  is  declared, the General Partner shall select a Record
Date as of which the distribution, subdivision or combination shall be effective
and shall send notice thereof at least 20 days prior to such Record Date to each
Record  Holder  as  of  a  date  not less than 10 days prior to the date of such
notice.  The  General  Partner  also  may  cause  a  firm  of independent public
accountants  selected by it to calculate the number of Partnership Securities to
be  held  by  each  Record  Holder  after  giving  effect  to such distribution,
subdivision or combination. The General Partner shall be entitled to rely on any
certificate provided by such firm as conclusive evidence of the accuracy of such
calculation.

     (c)     Promptly  following  any  such  distribution,  subdivision  or
combination,  the  Partnership  may  issue Certificates to the Record Holders of
Partnership  Securities  as  of  the applicable Record Date representing the new
number  of  Partnership  Securities  held by such Record Holders, or the General
Partner  may  adopt  such other procedures as it may deem appropriate to reflect
such  changes.  If  any  such  combination  results in a smaller total number of
Partnership  Securities  Outstanding,  the  Partnership  shall  require,  as  a
condition  to  the  delivery  to  a  Record  Holder of such new Certificate, the
surrender  of  any  Certificate  held by such Record Holder immediately prior to
such  Record  Date.

     (d)     The  Partnership  shall  not  issue  fractional  Units  upon  any
distribution,  subdivision  or  combination  of  Units.  If  a  distribution,
subdivision  or  combination of Units would result in the issuance of fractional
Units  but  for  the provisions of Section 5.7(a) and this Section 5.10(d), each
fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall
be  rounded  to  the  next  higher  Unit).


                                       37
<PAGE>
     SECTION  5.11     Fully  Paid  and Non-Assessable Nature of Limited Partner
                       ---------------------------------------------------------
Interests.  All  Limited Partner Interests issued pursuant to, and in accordance
---------
with  the requirements of, this Article V shall be fully paid and non-assessable
Limited  Partner  Interests in the Partnership, except as such non-accessibility
may  be  affected  by  Section  17-607  of  the  Delaware  Act.

                                   ARTICLE VI

                          ALLOCATIONS AND DISTRIBUTIONS

     SECTION  6.1     Allocations for Capital Account Purposes.  For purposes of
                      ----------------------------------------
maintaining  the  Capital Accounts and in determining the rights of the Partners
among  themselves,  the  Partnership's items of income, gain, loss and deduction
(computed  in  accordance  with  Section  5.5(b))  shall  be allocated among the
Partners  in  each  taxable  year (or portion thereof) as provided herein below.

     (a)    Net  Income.  After  giving  effect  to  the special allocations set
            -----------
forth  in  Section  6.1(d),  Net  Income  for each taxable year and all items of
income,  gain, loss and deduction taken into account in computing Net Income for
such  taxable  year  shall  be  allocated  as  follows:

     (i)  First,  100%  to  the  General  Partner,  in  an  amount  equal to the
          aggregate  Net  Losses  allocated  to  the General Partner pursuant to
          Section 6.1(b)(iii) for all previous taxable years until the aggregate
          Net  Income  allocated to the General Partner pursuant to this Section
          6.1(a)(i)  for the current taxable year and all previous taxable years
          is  equal to the aggregate Net Losses allocated to the General Partner
          pursuant  to  Section  6.1(b)(iii)  for  all  previous  taxable years;

     (ii) Second, 2% to the General Partner, in an amount equal to the aggregate
          Net  Losses  allocated  to  the  General  Partner  pursuant to Section
          6.1(b)(ii)  for all previous taxable years and 98% to the Unitholders,
          in  accordance  with  their respective Percentage Interests, until the
          aggregate  Net  Income  allocated  to  such  Partners pursuant to this
          Section  6.1(a)(ii)  for  the  current  taxable  year and all previous
          taxable  years  is equal to the aggregate Net Losses allocated to such
          Partners  pursuant  to  Section  6.1(b)(ii)  for  all previous taxable
          years;  and

    (iii) Third,  2%  to  the General Partner, and 98%  to  the Unitholders, Pro
          Rata.

     (b)   Net  Losses.  After  giving  effect  to  the  special allocations set
           -----------
forth  in  Section  6.1(d),  Net Losses for each taxable period and all items of
income,  gain, loss and deduction taken into account in computing Net Losses for
such  taxable  period  shall  be  allocated  as  follows:

     (i)  First,  2%  to  the  General  Partner, and 98% to the Unitholders, Pro
          Rata,  until  the  aggregate  Net  Losses  allocated  pursuant to this
          Section  6.1(b)(i)  for  the  current  taxable  year  and all previous
          taxable  years  is equal to the aggregate Net Income allocated to such
          Partners  pursuant  to  Section  6.1(a)(iii)  for all previous taxable
          years, provided that the Net Losses shall not be allocated pursuant to
          this  Section 6.1(b)(i) to the extent that such allocation would cause
          any  Unitholder  to  have  a


                                       38
<PAGE>
          deficit  balance  in  its  Adjusted Capital Account at the end of such
          taxable year (or increase any existing deficit balance in its Adjusted
          Capital  Account);

     (ii) Second,  2%  to  the  General Partner, and 98% to the Unitholders, Pro
          Rata;  provided,  that  Net  Losses shall not be allocated pursuant to
          this Section 6.1(b)(ii) to the extent that such allocation would cause
          any  Unitholder  to  have  a  deficit  balance in its Adjusted Capital
          Account  at  the  end  of  such taxable year (or increase any existing
          deficit  balance  in  its  Adjusted  Capital  Account);

    (iii) Third,  the  balance,  if  any,  100%  to  the  General  Partner.

     (c)   Net  Termination  Gains  and  Losses.  After  giving  effect  to  the
           ------------------------------------
special allocations set forth in Section 6.1(d), all items of income, gain, loss
and  deduction  taken  into  account  in  computing  Net Termination Gain or Net
Termination  Loss  for such taxable period shall be allocated in the same manner
as such Net Termination Gain or Net Termination Loss is allocated hereunder. All
allocations  under  this  Section  6.1(c)  shall  be  made after Capital Account
balances have been adjusted by all other allocations provided under this Section
6.1  and  after  all distributions of Available Cash provided under Sections 6.4
and  6.5  have  been  made;  provided, however, that solely for purposes of this
Section  6.1(c),  Capital  Accounts shall not be adjusted for distributions made
pursuant  to  Section  12.4.

     (i)  If a Net Termination Gain is recognized (or deemed recognized pursuant
          to Section 5.5(d)), such Net Termination Gain shall be allocated among
          the  Partners in the following manner (and the Capital Accounts of the
          Partners  shall be increased by the amount so allocated in each of the
          following  subclauses,  in  the  order listed, before an allocation is
          made  pursuant  to  the  next  succeeding  subclause):

          (A)  First,  to  each  Partner having a deficit balance in its Capital
               Account, in the proportion that such deficit balance bears to the
               total  deficit  balances in the Capital Accounts of all Partners,
               until  each  such Partner has been allocated Net Termination Gain
               equal  to  any  such  deficit  balance  in  its  Capital Account;

          (B)  Second,  98%  to  all Unitholders holding Common Units, Pro Rata,
               and  2%  to  the  General  Partner,  until the Capital Account in
               respect  of each Common Unit then Outstanding is equal to the sum
               of  (1)  its  Unrecovered  Capital plus (2) the Minimum Quarterly
               Distribution  for  the  Quarter during which the Liquidation Date
               occurs, reduced by any distribution pursuant to Section 6.4(a)(i)
               with  respect  to  such  Common Unit for such Quarter (the amount
               determined  pursuant to this clause (2) is hereinafter defined as
               the  "Unpaid  MQD")  plus (3) any then existing Cumulative Common
               Unit  Arrearage;

          (C)  Third,  98%  to  all Unitholders, Pro Rata, and 2% to the General
               Partner, until the Capital Account in respect of each Common Unit
               then


                                       39
<PAGE>
               Outstanding  is  equal to the sum of (1) its Unrecovered Capital,
               plus  (2)  the  Unpaid MQD, plus (3) any then existing Cumulative
               Common  Unit  Arrearage,  plus  (4)  the excess of (aa) the First
               Target  Distribution  less the Minimum Quarterly Distribution for
               each  Quarter  of  the  Partnership's  existence  over  (bb)  the
               cumulative per Unit amount of any distributions of Available Cash
               that  is  deemed to be Operating Surplus made pursuant to Section
               6.4(a)(iii)  (the  sum  of  (1)  plus  (2)  plus  (3) plus (4) is
               hereinafter  defined  as  the "First Liquidation Target Amount");

          (D)  Fourth,  85%  to all Unitholders, Pro Rata, 13% to the holders of
               the  Incentive  Distribution  Rights,  Pro  Rata,  and  2% to the
               General  Partner,  until  the  Capital Account in respect of each
               Common Unit then Outstanding is equal to the sum of (1) the First
               Liquidation Target Amount, plus (2) the excess of (aa) the Second
               Target  Distribution  less the First Target Distribution for each
               Quarter  of  the Partnership's existence over (bb) the cumulative
               per  Unit  amount  of any distributions of Available Cash that is
               deemed  to  be  Operating  Surplus  made  pursuant  to  Section
               6.4(a)(iv) (the sum of (1) plus (2) is hereinafter defined as the
               "Second  Liquidation  Target  Amount");

          (E)  Fifth,  75%  to  all Unitholders, Pro Rata, 23% to the holders of
               the  Incentive  Distribution  Rights,  Pro  Rata,  and  2% to the
               General  Partner,  until  the  Capital Account in respect of each
               Common  Unit  then  Outstanding  is  equal  to the sum of (1) the
               Second Liquidation Target Amount, plus (2) the excess of (aa) the
               Third Target Distribution less the Second Target Distribution for
               each  Quarter  of  the  Partnership's  existence  over  (bb)  the
               cumulative per Unit amount of any distributions of Available Cash
               that  is  deemed to be Operating Surplus made pursuant to Section
               6.4(a)(v)  (the sum of (1) plus (2) is hereinafter defined as the
               "Third  Liquidation  Target  Amount");  and

          (F)  Finally,  any  remaining amount 50% to all Unitholders, Pro Rata,
               48%  to  the  holders  of  the Incentive Distribution Rights, Pro
               Rata,  and  2%  to  the  General  Partner.

     (ii) If a Net Termination Loss is recognized (or deemed recognized pursuant
          to Section 5.5(d)), such Net Termination Loss shall be allocated among
          the  Partners  in  the  following  manner:

          (A)  First, 98% to all Unitholders holding Common Units, Pro Rata, and
               2%  to  the General Partner, until the Capital Account in respect
               of  each  Common  Unit then Outstanding has been reduced to zero;
               and

          (B)  Second,  the  balance,  if  any,  100%  to  the  General Partner.


                                       40
<PAGE>
     (d)   Special  Allocations.  Notwithstanding  any  other  provision of this
           --------------------
Section  6.1,  the  following special allocations shall be made for such taxable
period:

          (i)  Partnership  Minimum  Gain  Chargeback. Notwithstanding any other
               provision  of  this  Section  6.1,  if there is a net decrease in
               Partnership  Minimum  Gain during any Partnership taxable period,
               each  Partner  shall be allocated items of Partnership income and
               gain  for  such period (and, if necessary, subsequent periods) in
               the  manner  and amounts provided in Treasury Regulation Sections
               1.704-2(f)(6),  1.704-2(g)(2)  and  1.704-2(j)(2)(i),  or  any
               successor  provision.  For  purposes of this Section 6.1(d), each
               Partner's  Adjusted  Capital Account balance shall be determined,
               and  the allocation of income or gain required hereunder shall be
               effected,  prior  to  the  application  of  any other allocations
               pursuant  to  this  Section  6.1(d)  with respect to such taxable
               period  (other than an allocation pursuant to Sections 6.1(d)(vi)
               and  6.1(d)(vii)).  This  Section 6.1(d)(i) is intended to comply
               with  the  Partnership  Minimum  Gain  chargeback  requirement in
               Treasury  Regulation  Section 1.704-2(f) and shall be interpreted
               consistently  therewith.

          (ii) Chargeback  of  Partner  Nonrecourse  Debt  Minimum  Gain.
               Notwithstanding  the  other provisions of this Section 6.1 (other
               than  Section  6.1(d)(i)),  except  as  provided  in  Treasury
               Regulation  Section  1.704-2(i)(4), if there is a net decrease in
               Partner  Nonrecourse  Debt  Minimum  Gain  during any Partnership
               taxable  period,  any Partner with a share of Partner Nonrecourse
               Debt  Minimum  Gain at the beginning of such taxable period shall
               be allocated items of Partnership income and gain for such period
               (and, if necessary, subsequent periods) in the manner and amounts
               provided  in  Treasury  Regulation  Sections  1.704-2(i)(4)  and
               1.704-2(j)(2)(ii),  or  any successor provisions. For purposes of
               this  Section  6.1(d),  each  Partner's  Adjusted Capital Account
               balance shall be determined, and the allocation of income or gain
               required hereunder shall be effected, prior to the application of
               any other allocations pursuant to this Section 6.1(d), other than
               Section  6.1(d)(i)  and  other  than  an  allocation  pursuant to
               Sections 6.1(d)(vi) and 6.1(d)(vii), with respect to such taxable
               period.  This  Section  6.1(d)(ii) is intended to comply with the
               chargeback  of  items  of income and gain requirement in Treasury
               Regulation  Section  1.704-2(i)(4)  and  shall  be  interpreted
               consistently  therewith.

     (iii)     Priority  Allocations.
               ---------------------

          (A)  If  the  amount  of  cash or the Net Agreed Value of any property
               distributed  (except  cash  or  property  distributed pursuant to
               Section  12.4)  to any Unitholder with respect to its Units for a
               taxable  year  is  greater  (on  a  per


                                       41
<PAGE>
               Unit  basis)  than  the amount of cash or the Net Agreed Value of
               property  distributed  to  the  other Unitholders with respect to
               their  Units  (on  a  per  Unit  basis), then (1) each Unitholder
               receiving  such  greater  cash  or property distribution shall be
               allocated  gross income in an amount equal to the product of (aa)
               the  amount  by  which  the distribution (on a per Unit basis) to
               such Unitholder exceeds the distribution (on a per Unit basis) to
               the  Unitholders receiving the smallest distribution and (bb) the
               number  of  Units  owned  by the Unitholder receiving the greater
               distribution;  and  (2)  the  General  Partner shall be allocated
               gross income in an aggregate amount equal to 1/98th of the sum of
               the  amounts  allocated  in  clause  (1)  above.

          (B)  After  the  application  of  Section  6.1(d)(iii)(A),  all or any
               portion  of  the  remaining  items of Partnership gross income or
               gain  for  the taxable period, if any, shall be allocated 100% to
               the holders of Incentive Distribution Rights, Pro Rata, until the
               aggregate  amount  of  such  items  allocated  to  the holders of
               Incentive  Distribution  Rights  pursuant  to  this  paragraph
               6.1(d)(iii)(B)  for  the  current  taxable  year and all previous
               taxable  years is equal to the cumulative amount of all Incentive
               Distributions  made  to  the  holders  of  Incentive Distribution
               Rights  from  the Closing Date to a date 45 days after the end of
               the  current  taxable  year.

     (iv) Qualified  Income  Offset.  Notwithstanding  the  other  provisions of
          -------------------------
          this  Section  6.1 (other than Sections 6.1(d)(i) and (d)(ii)), in the
          event  any  Partner unexpectedly receives any adjustments, allocations
          or  distributions  described  in  Treasury  Regulation  Sections
          1.704-1(b)(2)(ii)(d)(4),  704-1(b)(2)(ii)(d)(5),  or
          1.704-1(b)(2)(ii)(d)(6), 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 Treasury Regulations
          promulgated  under Section 704(b) of the Code, the deficit balance, if
          any,  in  its  Adjusted  Capital  Account created by such adjustments,
          allocations  or  distributions  as  quickly  as  possible  unless such
          deficit  balance is otherwise eliminated pursuant to Section 6.1(d)(i)
          or  (ii).

     (v)  Gross  Income  Allocations.  In  the  event  any Partner has a deficit
          --------------------------
          balance  in  its Capital Account at the end of any Partnership taxable
          period in excess of the sum of (A) the amount such Partner is required
          to  restore  pursuant  to the provisions of this Agreement and (B) the
          amount  such  Partner  is  deemed  obligated  to  restore  pursuant to
          Treasury  Regulation  Sections  1.704-2(g)  and  1.704-2(i)(5),  such
          Partner shall be specially allocated items of Partnership gross income
          and  gain  in  the  amount  of  such  excess  as  quickly as possible;
          provided,  that an allocation pursuant to this Section 6.1(d)(v) shall
          be  made  only  if  and  to  the extent that such Partner would have a
          deficit  balance  in  its  Capital Account as adjusted after all other
          allocations  provided  for  in  this Section 6.1 have been tentatively
          made  as  if  this  Section  6.1(d)(v)  were  not  in  this Agreement.

     (vi) Nonrecourse  Deductions.  Nonrecourse  Deductions  for  any  taxable
          -----------------------
          period  shall  be  allocated  to the Partners in accordance with their
          respective  Percentage Interests. If the General Partner determines in
          its  good  faith  discretion  that  the  Partnership's


                                       42
<PAGE>
          Nonrecourse  Deductions  must  be  allocated  in  a different ratio to
          satisfy  the  safe  harbor  requirements  of  the Treasury Regulations
          promulgated  under  Section 704(b) of the Code, the General Partner is
          authorized,  upon  notice  to  the  other  Partners,  to  revise  the
          prescribed  ratio  to  the numerically closest ratio that does satisfy
          such  requirements.

    (vii) Partner  Nonrecourse  Deductions. Partner Nonrecourse  Deductions  for
           --------------------------------
          any  taxable  period shall be allocated 100% to the Partner that bears
          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). If more than
          one  Partner bears the Economic Risk of Loss with respect to a Partner
          Nonrecourse  Debt,  such  Partner  Nonrecourse Deductions attributable
          thereto  shall  be  allocated  between  or  among  such  Partners  in
          accordance  with  the ratios in which they share such Economic Risk of
          Loss.

   (viii) Nonrecourse  Liabilities.  For purposes of Treasury Regulation Section
          ------------------------
          1.752-3(a)(3),  the Partners agree that Nonrecourse Liabilities of the
          Partnership  in  excess  of  the  sum of (A) the amount of Partnership
          Minimum  Gain  and  (B)  the total amount of Nonrecourse Built-in Gain
          shall  be  allocated  among  the  Partners  in  accordance  with their
          respective  Percentage  Interests.

     (ix) Code  Section  754  Adjustments.  To  the  extent an adjustment to the
          -------------------------------
          adjusted tax basis of any Partnership asset pursuant to Section 734(b)
          or  743(c)  of  the  Code is required, pursuant to Treasury Regulation
          Section  1.704-1(b)(2)(iv)(m), to be taken into account in determining
          Capital  Accounts,  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  such  item  of  gain  or  loss  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  Section  of  the  Treasury  Regulations.

     (x)  Curative  Allocation.
          --------------------

          (A)  Notwithstanding  any  other  provision of this Section 6.1, other
               than  the Required Allocations, the Required Allocations shall be
               taken  into  account in making the Agreed Allocations so that, to
               the  extent  possible,  the  net amount of items of income, gain,
               loss  and  deduction  allocated  to  each Partner pursuant to the
               Required  Allocations and the Agreed Allocations, together, shall
               be  equal  to  the  net amount of such items that would have been
               allocated  to  each such Partner under the Agreed Allocations had
               the  Required Allocations and the related Curative Allocation not
               otherwise  been provided in this Section 6.1. Notwithstanding the
               preceding  sentence,  Required  Allocations  relating  to  (1)
               Nonrecourse  Deductions shall not be taken into account except to
               the  extent  that  there


                                       43
<PAGE>
               has  been  a decrease in Partnership Minimum Gain and (2) Partner
               Nonrecourse  Deductions shall not be taken into account except to
               the  extent that there has been a decrease in Partner Nonrecourse
               Debt  Minimum  Gain.  Allocations  pursuant  to  this  Section
               6.1(d)(x)(A)  shall  only  be  made  with  respect  to  Required
               Allocations  to  the  extent  the  General  Partner  reasonably
               determines  that  such allocations will otherwise be inconsistent
               with  the  economic  agreement  among  the  Partners.  Further,
               allocations  pursuant  to  this  Section  6.1(d)(x)(A)  shall  be
               deferred  with respect to allocations pursuant to clauses (1) and
               (2)  hereof  to  the  extent  the  General  Partner  reasonably
               determines  that  such  allocations  are  likely  to be offset by
               subsequent  Required  Allocations.

          (B)  The  General  Partner  shall  have  reasonable  discretion,  with
               respect  to  each  taxable period, to (1) apply the provisions of
               Section 6.1(d)(x)(A) in whatever order is most likely to minimize
               the  economic  distortions  that  might otherwise result from the
               Required  Allocations, and (2) divide all allocations pursuant to
               Section  6.1(d)(x)(A)  among  the  Partners  in  a manner that is
               likely  to  minimize  such  economic  distortions.

     (xi) Corrective  Allocations.  In the event of any allocation of Additional
          -----------------------
          Book  Basis Derivative Items or any Book-Down Event or any recognition
          of  a  Net  Termination  Loss,  the  following  rules  shall  apply:

          (A)  In the case of any allocation of Additional Book Basis Derivative
               Items  (other than an allocation of Unrealized Gain or Unrealized
               Loss  under  Section  5.5(d)  hereof),  the General Partner shall
               allocate  additional items of gross income and gain away from the
               holders  of  Incentive Distribution Rights to the Unitholders and
               the  General  Partner,  or additional items of deduction and loss
               away  from the Unitholders and the General Partner to the holders
               of  Incentive  Distribution  Rights,  to  the  extent  that  the
               Additional  Book  Basis  Derivative  Items  allocated  to  the
               Unitholders  or  the  General  Partner  exceed  their  Share  of
               Additional  Book  Basis  Derivative  Items. For this purpose, the
               Unitholders  and  the  General  Partner shall be treated as being
               allocated  Additional  Book  Basis Derivative Items to the extent
               that such Additional Book Basis Derivative Items have reduced the
               amount  of income that would otherwise have been allocated to the
               Unitholders  or  the  General  Partner  under  the  Partnership
               Agreement  (e.g.,  Additional  Book  Basis Derivative Items taken
               into  account  in  computing  cost of goods sold would reduce the
               amount  of  book  income otherwise available for allocation among
               the  Partners).  Any  allocation  made  pursuant  to this Section
               6.1(d)(xi)(A)  shall  be  made  after  all  of  the  other Agreed
               Allocations have been made as if this Section 6.1(d)(xi) were not
               in this Agreement and, to the extent necessary, shall require the
               reallocation  of  items that have been allocated pursuant to such
               other  Agreed  Allocations.

          (B)  In  the  case of any negative adjustments to the Capital Accounts
               of  the  Partners  resulting  from  a Book-Down Event or from the
               recognition  of  a


                                       44
<PAGE>
               Net Termination Loss, such negative adjustment (1) shall first be
               allocated,  to the extent of the Aggregate Remaining Net Positive
               Adjustments,  in  such  a manner, as reasonably determined by the
               General  Partner,  that  to  the  extent  possible  the aggregate
               Capital  Accounts  of  the  Partners  will equal the amount which
               would have been the Capital Account balance of the Partners if no
               prior  Book-Up  Events  had  occurred,  and  (2)  any  negative
               adjustment  in  excess  of  the  Aggregate Remaining Net Positive
               Adjustments shall be allocated pursuant to Section 6.1(c) hereof.

          (C)  In making the allocations required under this Section 6.1(d)(xi),
               the  General  Partner, in its sole discretion, may apply whatever
               conventions  or  other methodology it deems reasonable to satisfy
               the  purpose  of  this  Section  6.1(d)(xi).

     SECTION  6.2     Allocations  for  Tax  Purposes.
                      -------------------------------

     (a)     Except  as  otherwise  provided  herein,  for  federal  income  tax
purposes, each item of income, gain, loss and deduction shall be allocated among
the  Partners in the same manner as its correlative item of "book" income, gain,
loss  or  deduction  is  allocated  pursuant  to  Section  6.1.

     (b)     In  an  attempt to eliminate Book-Tax Disparities attributable to a
Contributed  Property  or  Adjusted  Property,  items  of  income,  gain,  loss,
depreciation,  amortization  and cost recovery deductions shall be allocated for
federal  income  tax  purposes  among  the  Partners  as  follows:

     (i)  (A)  In  the  case  of a Contributed Property, such items attributable
          thereto  shall  be allocated among the Partners in the manner provided
          under Section 704(c) of the Code that takes into account the variation
          between  the  Agreed  Value of such property and its adjusted basis at
          the  time  of  contribution;  and  (B)  any  item  of Residual Gain or
          Residual  Loss  attributable  to  a  Contributed  Property  shall  be
          allocated  among  the  Partners  in the same manner as its correlative
          item  of  "book"  gain  or  loss is allocated pursuant to Section 6.1.

     (ii) (A)  In  the case of an Adjusted Property, such items shall (1) first,
          be  allocated  among  the  Partners  in  a  manner consistent with the
          principles  of  Section  704(c)  of  the Code to take into account the
          Unrealized  Gain  or Unrealized Loss attributable to such property and
          the  allocations  thereof pursuant to Section 5.5(d)(i) or 5.5(d)(ii),
          and  (2)  second,  in  the  event  such  property  was  originally  a
          Contributed  Property,  be  allocated  among  the Partners in a manner
          consistent  with  Section  6.2(b)(i)(A);  and (B) any item of Residual
          Gain  or  Residual  Loss attributable to an Adjusted Property shall be
          allocated  among  the  Partners  in the same manner as its correlative
          item  of  "book"  gain  or  loss is allocated pursuant to Section 6.1.

    (iii) The General Partner shall apply the principles of Treasury  Regulation
          Section  1.704-3(d)  to  eliminate  Book-Tax  Disparities.


                                       45
<PAGE>
     (c)     For  the  proper  administration  of  the  Partnership  and for the
preservation  of  uniformity  of  the Limited Partner Interests (or any class or
classes  thereof),  the  General Partner shall have sole discretion to (i) adopt
such  conventions  as  it  deems  appropriate  in  determining  the  amount  of
depreciation,  amortization  and  cost  recovery  deductions;  (ii) make special
allocations  for  federal  income  tax  purposes  of  income (including, without
limitation,  gross income) or deductions; and (iii) amend the provisions of this
Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury
Regulations  under  Section  704(b)  or  Section  704(c)  of the Code (including
without  limitation  Treasury  Regulations  regarding  compensatory  and
noncompensatory  options)  or (y) otherwise to preserve or achieve uniformity of
the  Limited  Partner  Interests  (or any class or classes thereof). The General
Partner  may  adopt  such  conventions,  make  such  allocations  and  make such
amendments  to  this  Agreement  as provided in this Section 6.2(c) only if such
conventions,  allocations or amendments would not have a material adverse effect
on  the  Partners,  the  holders  of  any  class  or  classes of Limited Partner
Interests issued and Outstanding or the Partnership, and if such allocations are
consistent  with  the  principles of Section 704 of the Code.  Additionally, the
General  partner  has the authority to amend the provisions of this Agreement as
necessary  to  conform  to  proposed  or  promulgated Treasury Regulations under
Subchapter  K  of the Code regarding compensatory and noncompensatory options to
acquire  a  Partnership  Security.

     (d)     The  General  Partner in its discretion may determine to depreciate
or  amortize  the  portion  of  an  adjustment  under Section 743(b) of the Code
attributable  to unrealized appreciation in any Adjusted Property (to the extent
of  the  unamortized Book-Tax Disparity) using a predetermined rate derived from
the  depreciation  or  amortization  method  and  useful  life  applied  to  the
Partnership's  common  basis of such property, despite any inconsistency of such
approach  with  Treasury  Regulation  Section  1.167(c)-l(a)(6) or any successor
regulations  thereto.  If  the  General  Partner  determines that such reporting
position  cannot reasonably be taken, the General Partner may adopt depreciation
and  amortization  conventions  under  which  all  purchasers  acquiring Limited
Partner  Interests in the same month would receive depreciation and amortization
deductions,  based  upon  the  same  applicable  rate as if they had purchased a
direct  interest  in  the Partnership's property. If the General Partner chooses
not  to  utilize  such  aggregate  method, the General Partner may use any other
reasonable  depreciation and amortization conventions to preserve the uniformity
of the intrinsic tax characteristics of any Limited Partner Interests that would
not have a material adverse effect on the Limited Partners or the Record Holders
of  any  class  or  classes  of  Limited  Partner  Interests.

     (e)     Any  gain  allocated to the Partners upon the sale or other taxable
disposition of any Partnership asset shall, to the extent possible, after taking
into account other required allocations of gain pursuant to this Section 6.2, be
characterized as Recapture Income in the same proportions and to the same extent
as  such  Partners  (or  their predecessors in interest) have been allocated any
deductions  directly or indirectly giving rise to the treatment of such gains as
Recapture  Income.

     (f)     All items of income, gain, loss, deduction and credit recognized by
the Partnership for federal income tax purposes and allocated to the Partners in
accordance  with the provisions hereof shall be determined without regard to any
election  under  Section  754  of the Code which may be made by the Partnership;
provided,  however,  that  such  allocations,  once


                                       46
<PAGE>
made,  shall  be adjusted as necessary or appropriate to take into account those
adjustments  permitted  or  required  by  Sections  734  and  743  of  the Code.

     (g)     Each item of Partnership income, gain, loss and deduction shall for
federal  income tax purposes, be determined on an annual basis and prorated on a
monthly  basis  and  shall be allocated to the Partners as of the opening of the
Nasdaq  National  Market  on  the  first  Business  Day of each month; provided,
however,  that  gain or loss on a sale or other disposition of any assets of the
Partnership  or  any  other  extraordinary  item  of income or loss realized and
recognized  other  than in the ordinary course of business, as determined by the
General Partner in its sole discretion, shall be allocated to the Partners as of
the opening of the Nasdaq National Market on the first Business Day of the month
in  which  such  gain or loss is recognized for federal income tax purposes. The
General Partner may revise, alter or otherwise modify such methods of allocation
as  it determines necessary or appropriate in its sole discretion, to the extent
permitted  or required by Section 706 of the Code and the regulations or rulings
promulgated  thereunder.

     (h)     Allocations that would otherwise be made to a Limited Partner under
the  provisions of this Article VI shall instead be made to the beneficial owner
of  Limited Partner Interests held by a nominee in any case in which the nominee
has  furnished  the identity of such owner to the Partnership in accordance with
Section  6031(c)  of  the  Code  or  any  other method acceptable to the General
Partner  in  its  sole  discretion.

     SECTION  6.3     Requirement  and  Characterization  of  Distributions;
                      ------------------------------------------------------
Distributions  to  Record  Holders.
-----------------------------------

     (a)     Within  45  days following the end of each Quarter, an amount equal
to 100% of Available Cash with respect to such Quarter shall, subject to Section
17-607 of the Delaware Act, be distributed in accordance with this Article VI by
the  Partnership  to  the Partners as of the Record Date selected by the General
Partner  in its reasonable discretion. All amounts of Available Cash distributed
by  the  Partnership on any date from any source shall be deemed to be Operating
Surplus  until  the sum of all amounts of Available Cash theretofore distributed
by  the Partnership to the Partners pursuant to Section 6.4 equals the Operating
Surplus  from  the  Closing  Date through the close of the immediately preceding
Quarter.  Any remaining amounts of Available Cash distributed by the Partnership
on such date shall, except as otherwise provided in Section 6.5, be deemed to be
"Capital  Surplus."  All  distributions required to be made under this Agreement
shall  be  made  subject  to  Section  17-607  of  the  Delaware  Act.

     (b)     Notwithstanding Section 6.3(a), in the event of the dissolution and
liquidation  of  the  Partnership,  all  receipts  received  during or after the
Quarter  in  which  the  Liquidation  Date  occurs,  other  than from borrowings
described  in  (a)(ii) of the definition of Available Cash, shall be applied and
distributed  solely  in accordance with, and subject to the terms and conditions
of,  Section  12.4.

     (c)     The  General  Partner shall have the discretion to treat taxes paid
by  the  Partnership  on  behalf of, or amounts withheld with respect to, all or
less  than  all  of  the  Partners,  as a distribution of Available Cash to such
Partners.


                                       47
<PAGE>
     (d)     Each  distribution  in  respect  of a Partnership Interest shall be
paid  by  the Partnership, directly or through the Transfer Agent or through any
other Person or agent, only to the Record Holder of such Partnership Interest as
of the Record Date set for such distribution. Such payment shall constitute full
payment  and  satisfaction  of  the  Partnership's  liability in respect of such
payment,  regardless of any claim of any Person who may have an interest in such
payment  by  reason  of  an  assignment  or  otherwise.

     SECTION  6.4     Distributions  of  Available  Cash from Operating Surplus.
                      ---------------------------------------------------------

     (a)     Available  Cash  with  respect  to any Quarter that is deemed to be
Operating  Surplus  pursuant to the provisions of Section 6.3 or 6.5, subject to
Section  17-607  of the Delaware Act, shall be distributed as follows, except as
otherwise  required  by  Section  5.6(b)  in  respect  of additional Partnership
Securities  issued  pursuant  thereto:

     (i)  First,  98%  to  all  Unitholders,  Pro  Rata,  and  2% to the General
          Partner, until there has been distributed in respect of each Unit then
          Outstanding  an amount equal to the Minimum Quarterly Distribution for
          such  Quarter;

     (ii) Second,  98%  to  the  Unitholders,  Pro  Rata,  and 2% to the General
          Partner,  until  there  has been distributed in respect of each Common
          Unit  then  Outstanding  an amount equal to the Cumulative Common Unit
          Arrearage  existing  with  respect  to  such  Quarter;

    (iii) Third,  98%  to  all  Unitholders,  Pro  Rata, and 2% to  the  General
          Partner, until there has been distributed in respect of each Unit then
          Outstanding  an  amount  equal  to  the  excess  of  the  First Target
          Distribution over the Minimum Quarterly Distribution for such Quarter;

     (iv) Fourth,  85%  to  all Unitholders, Pro Rata, 13% to the holders of the
          Incentive  Distribution  Rights,  Pro  Rata,  and  2%  to  the General
          Partner, until there has been distributed in respect of each Unit then
          Outstanding  an  amount  equal  to  the  excess  of  the Second Target
          Distribution  over  the  First  Target  Distribution for such Quarter;

     (v)  Fifth,  75%  to  all  Unitholders, Pro Rata, 23% to the holders of the
          Incentive  Distribution  Rights,  Pro  Rata,  and  2%  to  the General
          Partner, until there has been distributed in respect of each Unit then
          Outstanding  an  amount  equal  to  the  excess  of  the  Third Target
          Distribution over the Second Target Distribution for such Quarter; and

     (vi) Thereafter,  50%  to  all Unitholders, Pro Rata, 48% to the holders of
          the  Incentive  Distribution  Rights,  Pro Rata, and 2% to the General
          Partner;

provided,  however,  if  the  Minimum  Quarterly  Distribution, the First Target
Distribution,  the  Second Target Distribution and the Third Target Distribution
have been reduced to zero pursuant to the second sentence of Section 6.6(a), the
distribution  of  Available  Cash  that  is  deemed  to  be


                                       48
<PAGE>
Operating  Surplus with respect to any Quarter will be made solely in accordance
with  Section  6.4(a)(vi).

     SECTION  6.5     Distributions  of  Available  Cash  from  Capital Surplus.
                      ---------------------------------------------------------
Available  Cash  that is deemed to be Capital Surplus pursuant to the provisions
of  Section  6.3(a)  shall,  subject  to  Section 17-607 of the Delaware Act, be
distributed,  unless the provisions of Section 6.3 require otherwise, 98% to all
Unitholders,  Pro  Rata,  and  2%  to  the General Partner, until a hypothetical
holder  of an Initial Common Unit has received with respect to such Common Unit,
during  the  period  since  the Closing Date through such date, distributions of
Available  Cash  that  are  deemed  to be Capital Surplus in an aggregate amount
equal  to the Initial Unit Capital Account.  Available Cash that is deemed to be
Capital  Surplus shall then be distributed 98% to all Unitholders holding Common
Units, Pro Rata, and 2% to the General Partner, until there has been distributed
in  respect  of  each  Common  Unit  then  Outstanding  an  amount  equal to the
Cumulative  Common  Unit  Arrearage.  Thereafter,  all  Available  Cash shall be
distributed  as  if  it  were  Operating  Surplus  and  shall  be distributed in
accordance  with  Section  6.4.

     SECTION  6.6     Adjustment  of  Minimum  Quarterly Distribution and Target
                      ----------------------------------------------------------
Distribution  Levels.
--------------------

     (a)     The  Minimum  Quarterly  Distribution,  First  Target Distribution,
Second  Target  Distribution,  Third Target Distribution, Common Unit Arrearages
and  Cumulative  Common Unit Arrearages shall be proportionately adjusted in the
event  of  any  distribution,  combination or subdivision (whether effected by a
distribution  payable  in  Units  or  otherwise)  of  Units or other Partnership
Securities  in  accordance  with Section 5.10. In the event of a distribution of
Available  Cash  that  is deemed to be from Capital Surplus, the then applicable
Minimum  Quarterly  Distribution,  First  Target  Distribution,  Second  Target
Distribution  and  Third  Target Distribution, shall be adjusted proportionately
downward  to  equal the product obtained by multiplying the otherwise applicable
Minimum  Quarterly  Distribution,  First  Target  Distribution,  Second  Target
Distribution and Third Target Distribution, as the case may be, by a fraction of
which  the  numerator is the Unrecovered Capital of the Common Units immediately
after  giving  effect  to  such distribution and of which the denominator is the
Unrecovered  Capital  of  the Common Units immediately prior to giving effect to
such  distribution.

     (b)     The  Minimum  Quarterly  Distribution,  First  Target Distribution,
Second  Target Distribution and Third Target Distribution, shall also be subject
to  adjustment  pursuant  to  Section  6.9.

     SECTION  6.7     [RESERVED].

     SECTION  6.8     Special  Provisions  Relating  to the Holders of Incentive
                      ----------------------------------------------------------
Distribution Rights.  Notwithstanding anything to the contrary set forth in this
-------------------
Agreement,  the  holders  of  the  Incentive  Distribution  Rights (a) shall (i)
possess  the rights and obligations provided in this Agreement with respect to a
Limited Partner pursuant to Articles III and VII and (ii) have a Capital Account
as  a  Partner  pursuant to Section 5.5 and all other provisions related thereto
and  (b) shall not (i) be entitled to vote on any matters requiring the approval
or  vote  of  the  holders  of  Outstanding  Units,  (ii)  be  entitled  to  any
distributions  other  than  as  provided  in  Sections


                                       49
<PAGE>
6.4(a)(iv)  through  (vi), and 12.4 or (iii) be allocated items of income, gain,
loss  or  deduction  other  than  as  specified  in  this  Article  VI.

     SECTION  6.9     Entity-Level  Taxation.  If  legislation is enacted or the
                      ----------------------
interpretation  of  existing  language  is modified by the relevant governmental
authority which causes a Group Member to be treated as an association taxable as
a  corporation or otherwise subjects a Group Member to entity-level taxation for
federal,  state  or  local  income  tax  purposes,  the  then applicable Minimum
Quarterly  Distribution,  First  Target Distribution, Second Target Distribution
and  Third  Target Distribution, shall be adjusted to equal the product obtained
by  multiplying  (a)  the  amount  thereof  by  (b) one minus the sum of (i) the
highest  marginal  federal corporate (or other entity, as applicable) income tax
rate  of the Group Member for the taxable year of the Group Member in which such
Quarter occurs (expressed as a percentage) plus (ii) the effective overall state
and  local  income  tax rate (expressed as a percentage) applicable to the Group
Member  for  the  calendar  year  next preceding the calendar year in which such
Quarter occurs (after taking into account the benefit of any deduction allowable
for  federal  income tax purposes with respect to the payment of state and local
income  taxes),  but  only to the extent of the increase in such rates resulting
from  such legislation or interpretation. Such effective overall state and local
income  tax  rate  shall  be  determined for the taxable year next preceding the
first  taxable  year during which the Group Member is taxable for federal income
tax  purposes as an association taxable as a corporation or is otherwise subject
to  entity-level  taxation  by  determining such rate as if the Group Member had
been  subject  to such state and local taxes during such preceding taxable year.

                                   ARTICLE VII

                      MANAGEMENT AND OPERATION OF BUSINESS

     SECTION  7.1     Management.
                      ----------

     (a)     The General Partner shall conduct, direct and manage all activities
of  the  Partnership.  Except as otherwise expressly provided in this Agreement,
all  management powers over the business and affairs of the Partnership shall be
exclusively  vested  in  the General Partner, and no Limited Partner or Assignee
shall  have  any  management  power  over  the  business  and  affairs  of  the
Partnership.  In  addition  to  the  powers  now  or hereafter granted a general
partner  of  a  limited partnership under applicable law or which are granted to
the  General  Partner  under  any other provision of this Agreement, the General
Partner,  subject  to Section 7.3, shall have full power and authority to do all
things  and  on  such terms as it, in its sole discretion, may deem necessary or
appropriate  to  conduct the business of the Partnership, to exercise all powers
set  forth  in  Section  2.5 and to effectuate the purposes set forth in Section
2.4,  including  the  following:

     (i)  the making of any expenditures, the lending or borrowing of money, the
          assumption or guarantee of, or other contracting for, indebtedness and
          other  liabilities,  the  issuance  of  evidences  of  indebtedness,
          including  indebtedness  that  is  convertible  into  Partnership
          Securities,  and  the  incurring  of  any  other  obligations;


                                       50
<PAGE>
     (ii) the  making  of  tax,  regulatory  and  other filings, or rendering of
          periodic  or  other  reports  to governmental or other agencies having
          jurisdiction  over  the  business  or  assets  of  the  Partnership;

    (iii) the  acquisition,  disposition,  mortgage,  pledge,  encumbrance,
          hypothecation  or  exchange  of  any  or  all  of  the  assets  of the
          Partnership or the merger or other combination of the Partnership with
          or  into  another  Person  (the matters described in this clause (iii)
          being  subject, however, to any prior approval that may be required by
          Section  7.3);

     (iv) the  use of the assets of the Partnership (including cash on hand) for
          any purpose consistent with the terms of this Agreement, including the
          financing  of  the conduct of the operations of the Partnership Group;
          subject  to  Section  7.6(a),  the  lending  of funds to other Persons
          (including  other  Group  Members),  the  repayment  or  guarantee  of
          obligations  of  the  Partnership  Group  and  the  making  of capital
          contributions  to  any  member  of  the  Partnership  Group;

     (v)  the  negotiation,  execution  and  performance  of  any  contracts,
          conveyances or other instruments (including instruments that limit the
          liability  of the Partnership under contractual arrangements to all or
          particular  assets  of  the  Partnership,  with the other party to the
          contract to have no recourse against the General Partner or its assets
          other  than  its  interest in the Partnership, even if same results in
          the  terms  of the transaction being less favorable to the Partnership
          than  would  otherwise  be  the  case);

     (vi) the  distribution  of  Partnership  cash;

    (vii) the selection and dismissal of employees (including  employees  having
          titles  such  as  "president,"  "vice  president,"  "secretary"  and
          "treasurer")  and  agents, outside attorneys, accountants, consultants
          and  contractors and the determination of their compensation and other
          terms  of  employment  or  hiring;

   (viii) the maintenance of such insurance for the benefit of  the  Partnership
          Group  and  the  Partners  as  it  deems  necessary  or  appropriate;

     (ix) the  formation  of,  or  acquisition  of  an  interest  in,  and  the
          contribution of property and the making of loans to, any other limited
          or  general  partnerships,  joint  ventures,  corporations,  limited
          liability  companies or other relationships (including the acquisition
          of  interests  in,  and  the  contributions  of property to, any Group
          Member  from  time  to  time) subject to the restrictions set forth in
          Section  2.4;

     (x)  the control of any matters affecting the rights and obligations of the
          Partnership, including the bringing and defending of actions at law or
          in  equity and otherwise engaging in the conduct of litigation and the
          incurring  of  legal  expense  and  the  settlement  of  claims  and
          litigation;


                                       51
<PAGE>
     (xi) the  indemnification  of  any  Person  against  liabilities  and
          contingencies  to  the  extent  permitted  by  law;

    (xii) the entering into of listing agreements with any  National  Securities
          Exchange  and  the  delisting  of  some  or all of the Limited Partner
          Interests  from,  or requesting that trading be suspended on, any such
          exchange  (subject  to  any  prior approval that may be required under
          Section  4.8);

   (xiii) unless  restricted or prohibited by Section 5.7,  the  purchase,  sale
          or  other acquisition or disposition of Partnership Securities, or the
          issuance  of  additional  options,  rights,  warrants and appreciation
          rights  relating  to  Partnership  Securities;  and

    (xiv) the  undertaking  of any action in connection with  the  Partnership's
          participation  in the Operating Partnership or any other subsidiary of
          the  Partnership  as  a  member  or  partner.

     (b)     Notwithstanding  any  other  provision  of  this  Agreement,  the
Operating Partnership Agreement, the Delaware Act or any applicable law, rule or
regulation, each of the Partners and the Assignees and each other Person who may
acquire  an interest in Partnership Securities hereby (i) approves, ratifies and
confirms  the  execution, delivery and performance by the parties thereto of the
Operating  Partnership  Agreement,  the  Omnibus  Agreement,  the  Contribution
Agreement,  the  Distribution Agreement, and the Purchase Contract dated October
1,  2004,  between Penn Octane Corporation and the Operating Partnership and the
other agreements described in or filed as exhibits to the Registration Statement
that are related to the transactions contemplated by the Registration Statement;
(ii)  agrees  that the General Partner (on its own or through any officer of the
Partnership)  is  authorized  to  execute,  deliver  and  perform the agreements
referred  to  in  clause  (i)  of  this sentence and the other agreements, acts,
transactions  and  matters  described  in  or  contemplated  by the Registration
Statement on behalf of the Partnership without any further act, approval or vote
of  the  Partners  or  the  Assignees  or  the  other Persons who may acquire an
interest  in  Partnership  Securities;  and  (iii)  agrees  that  the execution,
delivery  or  performance  by  the  General  Partner,  any  Group  Member or any
Affiliate  of  any  of  them,  of  this Agreement or any agreement authorized or
permitted under this Agreement (including the exercise by the General Partner or
any  Affiliate of the General Partner of the rights accorded pursuant to Article
XV),  shall  not constitute a breach by the General Partner of any duty that the
General  Partner  may  owe  the Partnership or the Limited Partners or any other
Persons  under this Agreement (or any other agreements) or of any duty stated or
implied  by  law  or  equity.

     SECTION  7.2     Certificate  of  Limited Partnership.  The General Partner
                      ------------------------------------
has caused the Certificate of Limited Partnership to be filed with the Secretary
of  State  of the State of Delaware as required by the Delaware Act. The General
Partner  shall  use  all  reasonable  efforts  to  cause  to be filed such other
certificates  or  documents  as  may be determined by the General Partner in its
sole discretion to be reasonable and necessary or appropriate for the formation,
continuation,  qualification  and  operation  of  a  limited  partnership  (or a
partnership  in  which the limited partners have limited liability) in the State
of  Delaware  or  any  other  state  in  which  the  Partnership  may


                                       52
<PAGE>
elect  to  do  business  or  own  property.  To  the  extent that such action is
determined  by  the  General Partner in its sole discretion to be reasonable and
necessary  or  appropriate,  the  General  Partner  shall file amendments to and
restatements  of  the  Certificate  of  Limited Partnership and do all things to
maintain  the  Partnership  as  a limited partnership (or a partnership or other
entity  in  which the limited partners have limited liability) under the laws of
the  State  of Delaware or of any other state in which the Partnership may elect
to  do  business  or  own  property. Subject to the terms of Section 3.4(a), the
General  Partner  shall  not  be required, before or after filing, to deliver or
mail  a  copy  of  the  Certificate  of  Limited  Partnership, any qualification
document  or  any  amendment  thereto  to  any  Limited  Partner.

     SECTION  7.3     Restrictions  on  the  General  Partner's  Authority.
                      ----------------------------------------------------

     (a)     The  General  Partner  may  not,  without  written  approval of the
specific  act  by holders of all of the Outstanding Limited Partner Interests or
by  other  written  instrument  executed  and delivered by holders of all of the
Outstanding  Limited Partner Interests subsequent to the date of this Agreement,
take  any  action  in  contravention  of  this  Agreement,  including, except as
otherwise  provided in this Agreement, (i) committing any act that would make it
impossible to carry on the ordinary business of the Partnership; (ii) possessing
Partnership  property, or assigning any rights in specific Partnership property,
for  other  than  a  Partnership purpose; (iii) admitting a Person as a Partner;
(iv)  amending this Agreement in any manner; or (v) transferring its interest as
a  general  partner  of  the  Partnership.

     (b)     Except as provided in Articles XII and XIV, the General Partner may
not  sell,  exchange  or  otherwise  dispose  of all or substantially all of the
Partnership's assets in a single transaction or a series of related transactions
(including  by  way of merger, consolidation or other combination) or approve on
behalf  of  the  Partnership  the  sale, exchange or other disposition of all or
substantially  all  of  the  assets  of  the  Operating  Partnership without the
approval  of  holders  of  a Unit Majority; provided however that this provision
shall  not  preclude or limit the General Partner's ability to mortgage, pledge,
hypothecate  or  grant  a  security  interest in all or substantially all of the
assets  of  the  Partnership or the Operating Partnership and shall not apply to
any  forced sale of any or all of the assets of the Partnership or the Operating
Partnership  pursuant to the foreclosure of, or other realization upon, any such
encumbrance.  Without  the  approval  of holders of a Unit Majority, the General
Partner shall not, on behalf of the Partnership, (i) consent to any amendment to
the  Operating  Partnership  Agreement  or (ii) except as expressly permitted by
Section  7.9(d),  take  any  action  permitted  to  be taken by a partner of the
Operating  Partnership,  in either case, that would adversely affect the Limited
Partners (including any particular class of Partnership Interests as compared to
any  other  class  of Partnership Interests) in any material respect, except, in
either  case, as permitted under Sections 4.6, 11.1 and 11.2 with respect to the
election  of a successor general partner or managing member of any Group Member.

     SECTION  7.4     Reimbursement  of  the  General  Partner.
                      ----------------------------------------

     (a)     Except  as  provided  in  this  Section  7.4  and elsewhere in this
Agreement,  the  General  Partner shall not be compensated for its services as a
general  partner  or  managing  member  of  any  Group  Member.


                                       53
<PAGE>
     (b)     The General Partner shall be reimbursed on a monthly basis, or such
other  reasonable  basis  as  the  General  Partner  may  determine  in its sole
discretion,  for  (i)  all direct and indirect expenses it incurs or payments it
makes  on  behalf  of  the  Partnership  (including  salary,  bonus,  incentive
compensation  and  other  amounts paid to any Person including Affiliates of the
General  Partner  to  perform  services  for  the Partnership or for the General
Partner  in  the discharge of its duties to the Partnership), and (ii) all other
necessary  or  appropriate  expenses  allocable  to the Partnership or otherwise
reasonably  incurred  by  the  General  Partner in connection with operating the
Partnership's  business  (including expenses allocated to the General Partner by
its  Affiliates).  The  General  Partner  shall  determine the expenses that are
allocable  to the Partnership in any reasonable manner determined by the General
Partner  in  its  sole  discretion.  Reimbursements pursuant to this Section 7.4
shall  be in addition to any reimbursement to the General Partner as a result of
indemnification  pursuant  to  Section  7.7.

     (c)     Subject to Section 5.7, the General Partner, in its sole discretion
and  without  the  approval  of the Limited Partners (who shall have no right to
vote  in  respect  thereof),  may propose and adopt on behalf of the Partnership
employee  benefit  plans,  employee  programs  and employee practices (including
plans,  programs  and practices involving the issuance of Partnership Securities
or  options  to  purchase  Partnership  Securities), or cause the Partnership to
issue  Partnership  Securities  in connection with, or pursuant to, any employee
benefit  plan,  employee program or employee practice maintained or sponsored by
the  General  Partner  or any of its Affiliates, in each case for the benefit of
employees  of  the General Partner, any Group Member or any Affiliate, or any of
them,  in respect of services performed, directly or indirectly, for the benefit
of  the  Partnership  Group.  The  Partnership  agrees  to issue and sell to the
General  Partner  or  any  of its Affiliates any Partnership Securities that the
General  Partner  or  such  Affiliates are obligated to provide to any employees
pursuant  to  any  such  employee  benefit  plans, employee programs or employee
practices.  Expenses incurred by the General Partner in connection with any such
plans,  programs and practices (including the net cost to the General Partner or
such  Affiliates  of  Partnership Securities purchased by the General Partner or
such  Affiliates  from  the  Partnership to fulfill options or awards under such
plans,  programs  and  practices) shall be reimbursed in accordance with Section
7.4(b).  Any  and  all  obligations  of  the  General Partner under any employee
benefit  plans,  employee  programs or employee practices adopted by the General
Partner  as permitted by this Section 7.4(c) shall constitute obligations of the
General  Partner hereunder and shall be assumed by any successor General Partner
approved  pursuant  to Section 11.1 or 11.2 or the transferee of or successor to
all  of  the General Partner's General Partner Interest pursuant to Section 4.6.

     SECTION  7.5     Outside  Activities.
                      -------------------

     (a)     After  the  Closing Date, the General Partner, for so long as it is
the  General Partner of the Partnership agrees that its sole business will be to
act  as  a  general  partner  or  managing  member,  as  the case may be, of the
Partnership  and any other partnership or limited liability company of which the
Partnership  or  the Operating Partnership is, directly or indirectly, a partner
or  member  and  to  undertake  activities that are ancillary or related thereto
(including  being  a  limited  partner  in  the  Partnership).


                                       54
<PAGE>
     (b)     Penn Octane Corporation has entered into the Omnibus Agreement with
the  General  Partner,  and  the Partnership, which agreement sets forth certain
aspects  of  the  business  relationship between Penn Octane Corporation and its
Affiliates  and  the  Partnership.

     (c)     Each  Indemnitee  (other  than  the General Partner) shall have the
right to engage in businesses of every type and description and other activities
for  profit  and to engage in and possess an interest in other business ventures
of  any  and  every  type  or  description,  whether in businesses engaged in or
anticipated  to be engaged in by any Group Member, independently or with others,
including  business  interests  and  activities  in  direct competition with the
business  and  activities  of  any  Group  Member,  and  none  of the same shall
constitute  a  breach of this Agreement or any duty express or implied by law to
any  Group  Member  or  any  Partner  or Assignee. Neither any Group Member, any
Limited  Partner  nor  any  other Person shall have any rights by virtue of this
Agreement, the Operating Partnership Agreement, the limited liability company or
partnership  agreement of any other Group Member or the partnership relationship
established  hereby  or  thereby  in  any  business  ventures of any Indemnitee.

     (d)     Notwithstanding anything to the contrary in this Agreement, (i) the
engaging  in  competitive  activities by any Indemnitees (other than the General
Partner)  in  accordance  with  the  provisions  of  this  Section 7.5 is hereby
approved  by the Partnership and all Partners, (ii) it shall be deemed not to be
a  breach of the General Partner's fiduciary duty or any other obligation of any
type  whatsoever  of  the  General  Partner  for the Indemnitees (other than the
General  Partner)  to  engage  in  such  business  interests  and  activities in
preference  to  or  to  the  exclusion  of the Partnership and (iii) Penn Octane
Corporation, the General Partner and the Indemnitees shall have no obligation to
present  business  opportunities  to  the  Partnership.

     (e)     The  General Partner and any of its Affiliates may acquire Units or
other  Partnership  Securities in addition to those acquired on the Closing Date
and,  except  as  otherwise  provided  in  this  Agreement, shall be entitled to
exercise  all  rights  of the General Partner or Limited Partner, as applicable,
relating  to  such  Units  or  Partnership  Securities.

     (f)     The  term  "Affiliates"  when  used  in  Section 7.5(a) and Section
7.5(e) with respect to the General Partner shall not include any Group Member or
any  Subsidiary  of  the  Group  Member.

     (g)     Anything  in this Agreement to the contrary notwithstanding, to the
extent that provisions of Sections 7.7, 7.8, 7.9, 7.10 or other Sections of this
Agreement  purport  or  are  interpreted  to  have the effect of restricting the
fiduciary  duties  that  might  otherwise,  as  a  result  of  Delaware or other
applicable  law,  be  owed  by  the  General  Partner to the Partnership and its
Limited  Partners,  or to constitute a waiver or consent by the Limited Partners
to  any  such  restriction,  such  provisions  shall be inapplicable and have no
effect  in  determining  whether  the  General  Partner  has  complied  with its
fiduciary duties in connection with determinations made by it under this Section
7.5.

     SECTION 7.6     Loans from the General Partner; Loans or Contributions from
                     -----------------------------------------------------------
the  Partnership; Contracts with Affiliates; Certain Restrictions on the General
--------------------------------------------------------------------------------
Partner.
-------


                                       55
<PAGE>
     (a)     The  General Partner or any of its Affiliates may lend to any Group
Member,  and  any Group Member may borrow from the General Partner or any of its
Affiliates, funds needed or desired by the Group Member for such periods of time
and  in  such  amounts  as the General Partner may determine; provided, however,
that  in  any  such  case  the  lending party may not charge the borrowing party
interest  at  a  rate  greater than the rate that would be charged the borrowing
party  or  impose  terms  less  favorable  to  the borrowing party than would be
charged  or  imposed  on  the borrowing party by unrelated lenders on comparable
loans  made  on  an arm's-length basis (without reference to the lending party's
financial  abilities  or  guarantees).  The  borrowing party shall reimburse the
lending  party for any costs (other than any additional interest costs) incurred
by  the  lending  party  in  connection  with  the  borrowing of such funds. For
purposes  of  this  Section  7.6(a)  and Section 7.6(b), the term "Group Member"
shall  include  any  Affiliate of a Group Member that is controlled by the Group
Member.  No  Group  Member  may  lend funds to the General Partner or any of its
Affiliates  (other  than  another  Group  Member).

     (b)     The Partnership may lend or contribute to any Group Member, and any
Group  Member  may  borrow  from  the Partnership, funds on terms and conditions
established  in  the  sole discretion of the General Partner; provided, however,
that  the  Partnership  may  not charge the Group Member interest at a rate less
than  the  rate  that would be charged to the Group Member (without reference to
the General Partner's financial abilities or guarantees) by unrelated lenders on
comparable  loans.  The  foregoing  authority  shall be exercised by the General
Partner  in  its  sole  discretion  and shall not create any right or benefit in
favor  of  any  Group  Member  or  any  other  Person.

     (c)     The General Partner may itself, or may enter into an agreement with
any  of  its  Affiliates to, render services to a Group Member or to the General
Partner  in  the  discharge of its duties as General Partner of the Partnership.
Any  services  rendered  to  a Group Member by the General Partner or any of its
Affiliates  shall  be  on terms that are fair and reasonable to the Partnership;
provided,  however, that the requirements of this Section 7.6(c) shall be deemed
satisfied  as  to  (i)  any  transaction  approved by Special Approval, (ii) any
transaction,  the  terms of which are no less favorable to the Partnership Group
than those generally being provided to or available from unrelated third parties
or  (iii)  any  transaction  that,  taking  into  account  the  totality  of the
relationships  between  the  parties involved (including other transactions that
may  be  particularly  favorable  or  advantageous to the Partnership Group), is
equitable to the Partnership Group. The provisions of Section 7.4 shall apply to
the  rendering  of  services  described  in  this  Section  7.6(c).

     (d)     The  Partnership Group may transfer assets to joint ventures, other
partnerships,  corporations,  limited  liability  companies  or  other  business
entities  in  which  it  is or thereby becomes a participant upon such terms and
subject  to such conditions as are consistent with this Agreement and applicable
law.

     (e)     Neither  the  General Partner nor any of its Affiliates shall sell,
transfer  or  convey  any  property  to,  or  purchase  any  property  from, the
Partnership,  directly  or  indirectly, except pursuant to transactions that are
fair and reasonable to the Partnership; provided, however, that the requirements
of  this  Section  7.6(e)  shall  be  deemed  to  be  satisfied  as  to  (i) the
transactions  effected  pursuant  to  Sections  5.2  and  5.3,  the Contribution
Agreement  and  any  other  transactions


                                       56
<PAGE>
described in or contemplated by the Registration Statement, (ii) any transaction
approved  by  Special Approval, (iii) any transaction, the terms of which are no
less  favorable  to  the  Partnership  than those generally being provided to or
available  from  unrelated  third  parties, or (iv) any transaction that, taking
into  account  the  totality  of  the relationships between the parties involved
(including other transactions that may be particularly favorable or advantageous
to  the  Partnership),  is  equitable  to  the  Partnership. With respect to any
contribution  of  assets  to  the  Partnership  in  exchange  for  Partnership
Securities,  the  Conflicts  Committee,  in  determining whether the appropriate
number  of Partnership Securities are being issued, may take into account, among
other things, the fair market value of the assets, the liquidated and contingent
liabilities  assumed,  the tax basis in the assets, the extent to which tax-only
allocations  to  the  transferor  will  protect  the  existing  partners  of the
Partnership  against  a  low  tax basis, and such other factors as the Conflicts
Committee  deems  relevant  under  the  circumstances.

     (f)     The  General  Partner and its Affiliates will have no obligation to
permit  any  Group Member to use any facilities or assets of the General Partner
and  its  Affiliates,  except  as may be provided in contracts entered into from
time  to  time  specifically  dealing  with  such  use,  nor  shall there be any
obligation  on  the  part of the General Partner or its Affiliates to enter into
such  contracts.

     (g)     Without  limitation  of  Sections  7.6(a)  through  7.6(f),  and
notwithstanding anything to the contrary in this Agreement, the existence of the
conflicts  of  interest  described  in  the  Registration  Statement  are hereby
approved  by  all  Partners.

     SECTION  7.7     Indemnification.
                      ---------------

     (a)     To  the  fullest  extent  permitted  by  law  but  subject  to  the
limitations  expressly  provided  in  this  Agreement,  all Indemnitees shall be
indemnified  and  held  harmless by the Partnership from and against any and all
losses,  claims,  damages,  liabilities,  joint  or several, expenses (including
legal  fees and expenses), judgments, fines, penalties, interest, settlements or
other  amounts  arising  from  any  and  all  claims, demands, actions, suits or
proceedings,  whether civil, criminal, administrative or investigative, in which
any  Indemnitee  may be involved, or is threatened to be involved, as a party or
otherwise, by reason of its status as an Indemnitee; provided, that in each case
the  Indemnitee  acted  in  good  faith  and  in  a  manner that such Indemnitee
reasonably believed to be in, or (in the case of a Person other than the General
Partner) not opposed to, the best interests of the Partnership and, with respect
to  any  criminal proceeding, had no reasonable cause to believe its conduct was
unlawful;  provided,  further,  no  indemnification pursuant to this Section 7.7
shall  be  available  to  the  General  Partner  with respect to its obligations
incurred  pursuant  to the Omnibus Agreement, the Contribution Agreement and the
Distribution  Agreement  (other than obligations incurred by the General Partner
on behalf of the Partnership). The termination of any action, suit or proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere, or
its  equivalent,  shall  not create a presumption that the Indemnitee acted in a
manner  contrary  to  that specified above. Any indemnification pursuant to this
Section  7.7  shall  be made only out of the assets of the Partnership, it being
agreed  that  the  General  Partner  shall  not  be  personally  liable for such
indemnification and shall have no obligation to contribute or loan any monies or
property  to  the  Partnership  to enable it to effectuate such indemnification.


                                       57
<PAGE>
     (b)     To  the  fullest extent permitted by law, expenses (including legal
fees  and  expenses)  incurred  by  an Indemnitee who is indemnified pursuant to
Section 7.7(a) in defending any claim, demand, action, suit or proceeding shall,
from time to time, be advanced by the Partnership prior to the final disposition
of  such  claim,  demand,  action,  suit  or  proceeding  upon  receipt  by  the
Partnership  of  any undertaking by or on behalf of the Indemnitee to repay such
amount  if  it  shall  be  determined  that the Indemnitee is not entitled to be
indemnified  as  authorized  in  this  Section  7.7.

     (c)     The  indemnification  provided  by  this  Section  7.7  shall be in
addition  to  any  other rights to which an Indemnitee may be entitled under any
agreement,  pursuant  to  any vote of the holders of Outstanding Limited Partner
Interests,  as  a  matter  of  law  or  otherwise,  both  as  to  actions in the
Indemnitee's  capacity as an Indemnitee and as to actions in any other capacity,
and  shall continue as to an Indemnitee who has ceased to serve in such capacity
and  shall  inure  to  the  benefit  of  the  heirs,  successors,  assigns  and
administrators  of  the  Indemnitee.

     (d)     The Partnership may purchase and maintain (or reimburse the General
Partner  or  its Affiliates for the cost of) insurance, on behalf of the General
Partner,  its  Affiliates  and  such  other Persons as the General Partner shall
determine,  against  any  liability that may be asserted against or expense that
may  be  incurred by such Person in connection with the Partnership's activities
or  such Person's activities on behalf of the Partnership, regardless of whether
the  Partnership  would  have  the  power  to indemnify such Person against such
liability  under  the  provisions  of  this  Agreement.

     (e)     For  purposes  of this Section 7.7, the Partnership shall be deemed
to  have  requested  an  Indemnitee to serve as fiduciary of an employee benefit
plan  whenever  the  performance  by  it  of  its duties to the Partnership also
imposes  duties  on,  or  otherwise  involves  services  by,  it  to the plan or
participants  or  beneficiaries  of  the  plan;  excise  taxes  assessed  on  an
Indemnitee  with  respect to an employee benefit plan pursuant to applicable law
shall  constitute "fines" within the meaning of Section 7.7(a); and action taken
or omitted by it with respect to any employee benefit plan in the performance of
its  duties for a purpose reasonably believed by it to be in the interest of the
participants  and  beneficiaries of the plan shall be deemed to be for a purpose
which  is  in,  or  not  opposed  to,  the  best  interests  of the Partnership.

     (f)     In  no  event  may  an  Indemnitee  subject the Limited Partners to
personal liability by reason of the indemnification provisions set forth in this
Agreement.

     (g)     An  Indemnitee  shall  not be denied indemnification in whole or in
part  under  this  Section  7.7  because  the  Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the transaction
was  otherwise  permitted  by  the  terms  of  this  Agreement.

     (h)     The  provisions  of  this  Section  7.7  are for the benefit of the
Indemnitees,  their  heirs, successors, assigns and administrators and shall not
be  deemed  to  create  any  rights  for  the  benefit  of  any  other  Persons.


                                       58
<PAGE>
     (i)     No  amendment,  modification  or  repeal of this Section 7.7 or any
provision  hereof  shall  in any manner terminate, reduce or impair the right of
any past, present or future Indemnitee to be indemnified by the Partnership, nor
the obligations of the Partnership to indemnify any such Indemnitee under and in
accordance  with  the  provisions  of  this Section 7.7 as in effect immediately
prior  to  such amendment, modification or repeal with respect to claims arising
from  or  relating  to  matters  occurring,  in  whole or in part, prior to such
amendment,  modification  or repeal, regardless of when such claims may arise or
be  asserted.

     SECTION  7.8     Liability  of  Indemnitees.
                      --------------------------

     (a)     Notwithstanding  anything  to  the  contrary  set  forth  in  this
Agreement,  no  Indemnitee  shall  be  liable  for  monetary  damages  to  the
Partnership,  the  Limited Partners, the Assignees or any other Persons who have
acquired  interests  in  the  Partnership  Securities,  for  losses sustained or
liabilities incurred as a result of any act or omission if such Indemnitee acted
in  good  faith.

     (b)     Subject  to its obligations and duties as General Partner set forth
in Section 7.1(a), the General Partner may exercise any of the powers granted to
it  by  this  Agreement  and perform any of the duties imposed upon it hereunder
either  directly  or by or through its agents, and the General Partner shall not
be  responsible  for  any misconduct or negligence on the part of any such agent
appointed  by  the  General  Partner  in  good  faith.

     (c)     To  the  extent that, at law or in equity, an Indemnitee has duties
(including fiduciary duties) and liabilities relating thereto to the Partnership
or  to  the  Partners,  the  General  Partner and any other Indemnitee acting in
connection with the Partnership's business or affairs shall not be liable to the
Partnership  or  to any Partner for its good faith reliance on the provisions of
this  Agreement.  The  provisions  of  this  Agreement,  to the extent that they
restrict  or  otherwise  modify  the  duties  and  liabilities  of an Indemnitee
otherwise  existing  at  law or in equity, are agreed by the Partners to replace
such  other  duties  and  liabilities  of  such  Indemnitee.

     (d)     Any  amendment,  modification  or repeal of this Section 7.8 or any
provision  hereof  shall be prospective only and shall not in any way affect the
limitations  on  the  liability  to  the  Partnership, the Limited Partners, the
General Partner, and the Partnership's and General Partner's directors, officers
and  employees  under  this  Section  7.8 as in effect immediately prior to such
amendment,  modification  or  repeal  with  respect  to  claims  arising from or
relating  to  matters  occurring,  in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted.

     SECTION  7.9     Resolution  of  Conflicts  of  Interest.
                      ---------------------------------------

     (a)     Unless  otherwise  expressly  provided  in  this  Agreement,  the
Operating  Partnership  Agreement  or the limited liability company agreement or
partnership  agreement  of any other Group Member, whenever a potential conflict
of  interest  exists  or  arises  between  the  General  Partner  or  any of its
Affiliates, on the one hand, and the Partnership, the Operating Partnership, any
other Group Member, any Partner or any Assignee, on the other, any resolution or
course  of  action  by  the General Partner or its Affiliates in respect of such
conflict  of  interest  shall  be


                                       59
<PAGE>
permitted and deemed approved by all Partners, and shall not constitute a breach
of  this  Agreement,  of  the  Operating Partnership Agreement, of any agreement
contemplated  herein  or  therein,  or  of  any duty stated or implied by law or
equity,  if  the  resolution  or  course  of  action is, or by operation of this
Agreement  is  deemed to be, fair and reasonable to the Partnership. The General
Partner  shall be required in connection with its resolution of such conflict of
interest  to seek Special Approval of such resolution.  Any such approval by the
Conflicts  Committee  shall  be  subject  to the presumption that, in making its
decision, the Conflicts Committee acted on an informed basis, in good faith, and
in  the  honest  belief  that  the action taken was in the best interests of the
Partnership,  and in any proceeding brought by any Unitholder or by or on behalf
of  such Unitholder or any other Unitholders or the Partnership challenging such
approval,  the  Person  bringing  or  prosecuting such proceeding shall have the
burden  of  overcoming  such  presumption.  Any  conflict  of  interest  and any
resolution  of  such  conflict of interest shall be conclusively deemed fair and
reasonable  to the Partnership if such conflict of interest or resolution is (i)
approved by Special Approval, (ii) on terms no less favorable to the Partnership
than those generally being provided to or available from unrelated third parties
or  (iii)  fair  to  the  Partnership,  taking  into account the totality of the
relationships  between  the  parties involved (including other transactions that
may  be  particularly favorable or advantageous to the Partnership). The General
Partner  (including the Conflicts Committee in connection with Special Approval)
shall  be  authorized  in connection with its determination of what is "fair and
reasonable"  to  the  Partnership  and  in connection with its resolution of any
conflict of interest to consider (A) the relative interests of any party to such
conflict,  agreement,  transaction  or  situation  and  the benefits and burdens
relating  to such interest; (B) any customary or accepted industry practices and
any  customary  or  historical  dealings  with  a  particular  Person;  (C)  any
applicable  generally  accepted accounting practices or principles; and (D) such
additional  factors  as  the General Partner (including the Conflicts Committee)
determines  in  its  sole  discretion  to be relevant, reasonable or appropriate
under  the  circumstances.  In any proceeding brought by any Unitholder by or on
behalf  of  such Unitholder or any other Unitholders or the Partnership alleging
that  such  a  resolution  by  the  General  Partner  (and  not by the Conflicts
Committee,  whose  resolution shall be conclusive as provided above) is not fair
to the Partnership, such Unitholder shall have the burden of proof of overcoming
such  conclusion.  Nothing  contained in this Agreement, however, is intended to
nor  shall  it  be  construed  to  require  the  General  Partner (including the
Conflicts  Committee)  to  consider  the  interests of any Person other than the
Partnership. In the absence of bad faith by the General Partner, the resolution,
action  or  terms so made, taken or provided by the General Partner with respect
to  such  matter  shall  not  constitute a breach of this Agreement or any other
agreement  contemplated  herein  or  a  breach  of  any standard of care or duty
imposed herein or therein or, to the extent permitted by law, under the Delaware
Act  or  any  other  law,  rule  or  regulation.

     (b)     Whenever  this Agreement or any other agreement contemplated hereby
provides  that  the  General  Partner  or  any of its Affiliates is permitted or
required  to  make a decision (i) in its "sole discretion" or "discretion," that
it deems "necessary or appropriate" or "necessary or advisable" or under a grant
of  similar  authority  or  latitude,  except  as otherwise provided herein, the
General  Partner  or  such  Affiliate  shall  be  entitled to consider only such
interests and factors as it desires and shall have no duty or obligation to give
any consideration to any interest of, or factors affecting, the Partnership, the
Operating  Partnership,  any  Group Member, any Limited Partner or any Assignee,
(ii)  it  may  make  such  decision  in  its  sole  discretion  (regardless  of


                                       60
<PAGE>
whether  there  is  a  reference  to  "sole  discretion" or "discretion") unless
another  express  standard  is  provided  for, or (iii) in "good faith" or under
another  express standard, the General Partner or such Affiliate shall act under
such  express  standard  and  shall  not  be  subject  to any other or different
standards  imposed  by  this Agreement, the Operating Partnership Agreement, the
limited liability company agreement or partnership agreement of any Group Member
any  other  agreement contemplated hereby or under the Delaware Act or any other
law,  rule  or regulation. In addition, any actions taken by the General Partner
or  such  Affiliate consistent with the standards of "reasonable discretion" set
forth  in  the  definitions  of  Available  Cash  or Operating Surplus shall not
constitute a breach of any duty of the General Partner to the Partnership or the
Limited Partners. The General Partner shall have no duty, express or implied, to
sell  or  otherwise  dispose of any asset of the Partnership Group other than in
the  ordinary  course  of  business.  No  borrowing  by  any Group Member or the
approval  thereof  by the General Partner shall be deemed to constitute a breach
of any duty of the General Partner to the Partnership or the Limited Partners by
reason  of  the fact that the purpose or effect of such borrowing is directly or
indirectly  to  enable  distributions  to  the General Partner or its Affiliates
(including  in  their  capacities as Limited Partners) to exceed 2% of the total
amount  distributed  to  all  partners.

     (c)     Whenever  a  particular transaction, arrangement or resolution of a
conflict  of  interest  is  required  under  this  Agreement  to  be  "fair  and
reasonable"  to  any Person, the fair and reasonable nature of such transaction,
arrangement  or  resolution shall be considered in the context of all similar or
related  transactions.

     (d)     The  Unitholders hereby authorize the General Partner, on behalf of
the  Partnership as a partner or member of a Group Member, to approve of actions
by  the general partner or managing member of such Group Member similar to those
actions  permitted  to  be taken by the General Partner pursuant to this Section
7.9.

     SECTION  7.10     Other  Matters  Concerning  the  General  Partner.
                       -------------------------------------------------

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

     (b)     The  General  Partner  may consult with legal counsel, accountants,
appraisers, management consultants, investment bankers and other consultants and
advisers  selected  by  it, and any act taken or omitted to be taken in reliance
upon the opinion (including an Opinion of Counsel) of such Persons as to matters
that  the  General  Partner  reasonably  believes  to  be  within  such Person's
professional  or  expert  competence shall be conclusively presumed to have been
done  or  omitted  in  good  faith  and  in  accordance  with  such  opinion.

     (c)     The  General Partner shall have the right, in respect of any of its
powers  or  obligations  hereunder,  to  act  through any of its duly authorized
officers,  a duly appointed attorney or attorneys-in-fact or the duly authorized
officers  of  the  Partnership.


                                       61
<PAGE>
     (d)     Any  standard  of  care and duty imposed by this Agreement or under
the  Delaware  Act  or any applicable law, rule or regulation shall be modified,
waived  or  limited,  to  the extent permitted by law, as required to permit the
General  Partner to act under this Agreement or any other agreement contemplated
by  this Agreement and to make any decision pursuant to the authority prescribed
in  this Agreement, so long as such action is reasonably believed by the General
Partner  to  be  in,  or  not  inconsistent  with,  the  best  interests  of the
Partnership.

     SECTION  7.11     Purchase  or Sale of Partnership Securities.  The General
                       -------------------------------------------
Partner  may  cause the Partnership to purchase or otherwise acquire Partnership
Securities.  As  long  as  Partnership  Securities are held by any Group Member,
such Partnership Securities shall not be considered Outstanding for any purpose,
except as otherwise provided herein. The General Partner or any Affiliate of the
General  Partner  may  also  purchase or otherwise acquire and sell or otherwise
dispose of Partnership Securities for its own account, subject to the provisions
of  Articles  IV  and  X.

     SECTION  7.12     Registration  Rights  of  the  General  Partner  and  its
                       ---------------------------------------------------------
Affiliates.
----------

     (a)  If  (i)  the  General  Partner or any Affiliate of the General Partner
(including for purposes of this Section 7.12, any Person that is an Affiliate of
the  General  Partner  at the date of this Agreement notwithstanding that it may
later  cease  to  be  an  Affiliate  of  the  General Partner) holds Partnership
Securities  that  it desires to sell and (ii) Rule 144 of the Securities Act (or
any  successor  rule  or  regulation  to  Rule  144)  or  another exemption from
registration  is  not  available to enable such holder of Partnership Securities
(the  "Holder") to dispose of the number of Partnership Securities it desires to
sell  at  the time it desires to do so without registration under the Securities
Act,  then  upon the request of any such Holder, the Partnership shall file with
the  Commission as promptly as practicable after receiving such request, and use
all  reasonable  efforts to cause to become effective and remain effective for a
period  of not less than six months following its effective date or such shorter
period  as  shall  terminate  when  all  Partnership  Securities covered by such
registration  statement  have  been  sold,  a  registration  statement under the
Securities  Act  registering  the offering and sale of the number of Partnership
Securities  specified  by  the  Holder;  provided, however, that the Partnership
shall  not  be required to effect more than three registrations pursuant to this
Section  7.12(a); and provided further, however, that if the Conflicts Committee
determines  in  its  good  faith  judgment  that a postponement of the requested
registration  for  up  to  six  months  would  be  in  the best interests of the
Partnership  and  its  Partners  due  to a pending transaction, investigation or
other  event,  the  filing  of  such registration statement or the effectiveness
thereof  may be deferred for up to six months, but not thereafter. In connection
with  any  registration  pursuant  to  the  immediately  preceding sentence, the
Partnership  shall  promptly  prepare  and  file  (x)  such  documents as may be
necessary  to  register  or  qualify the securities subject to such registration
under the securities laws of such states as the Holder shall reasonably request;
provided,  however,  that  no  such  qualification  shall  be  required  in  any
jurisdiction where, as a result thereof, the Partnership would become subject to
general  service  of process or to taxation or qualification to do business as a
foreign corporation or partnership doing business in such jurisdiction solely as
a  result  of  such  registration, and (y) such documents as may be necessary to
apply  for  listing  or  to  list  the  Partnership  Securities  subject to such
registration on such National Securities Exchange as the Holder shall reasonably
request,  and  do  any  and  all  other  acts  and things that may reasonably be


                                       62
<PAGE>
necessary  or advisable to enable the Holder to consummate a public sale of such
Partnership  Securities  in such states. Except as set forth in Section 7.12(c),
all  costs  and  expenses  of any such registration and offering (other than the
underwriting  discounts  and  commissions)  shall  be  paid  by the Partnership,
without  reimbursement  by  the  Holder.

     (b)     If the Partnership shall at any time propose to file a registration
statement  under  the Securities Act for an offering of equity securities of the
Partnership  for  cash  (other  than  an offering relating solely to an employee
benefit  plan), the Partnership shall use all reasonable efforts to include such
number or amount of securities held by the Holder in such registration statement
as  the  Holder shall request. If the proposed offering pursuant to this Section
7.12(b)  shall be an underwritten offering, then, in the event that the managing
underwriter or managing underwriters of such offering advise the Partnership and
the  Holder in writing that in their opinion the inclusion of all or some of the
Holder's  Partnership  Securities  would  adversely  and  materially  affect the
success  of  the  offering,  the Partnership shall include in such offering only
that  number  or  amount, if any, of securities held by the Holder which, in the
opinion  of  the  managing  underwriter  or  managing  underwriters, will not so
adversely  and  materially  affect  the offering. Except as set forth in Section
7.12(c),  all  costs  and  expenses of any such registration and offering (other
than  the  underwriting  discounts  and  commissions)  shall  be  paid  by  the
Partnership,  without  reimbursement  by  the  Holder.

     (c)     If  underwriters  are  engaged  in connection with any registration
referred to in this Section 7.12, the Partnership shall provide indemnification,
representations,  covenants, opinions and other assurance to the underwriters in
form  and  substance  reasonably  satisfactory to such underwriters. Further, in
addition  to and not in limitation of the Partnership's obligation under Section
7.7,  the  Partnership  shall, to the fullest extent permitted by law, indemnify
and  hold  harmless  the  Holder,  its  officers,  directors and each Person who
controls  the  Holder  (within  the meaning of the Securities Act) and any agent
thereof  (collectively,  "Indemnified  Persons")  against  any  losses,  claims,
demands,  actions, causes of action, assessments, damages, liabilities (joint or
several),  costs  and  expenses  (including  interest,  penalties and reasonable
attorneys'  fees  and disbursements), resulting to, imposed upon, or incurred by
the  Indemnified  Persons,  directly  or indirectly, under the Securities Act or
otherwise  (hereinafter  referred to in this Section 7.12(c) as a "claim" and in
the  plural as "claims") based upon, arising out of or resulting from any untrue
statement  or  alleged  untrue  statement  of any material fact contained in any
registration  statement  under  which any Partnership Securities were registered
under  the  Securities  Act  or  any  state  securities or Blue Sky laws, in any
preliminary prospectus (if used prior to the effective date of such registration
statement),  or  in  any  summary  or  final  prospectus  or in any amendment or
supplement  thereto  (if  used  during the period the Partnership is required to
keep  the  registration  statement  current),  or  arising out of, based upon or
resulting from the omission or alleged omission to state therein a material fact
required  to  be stated therein or necessary to make the statements made therein
not  misleading;  provided, however, that the Partnership shall not be liable to
any Indemnified Person to the extent that any such claim arises out of, is based
upon or results from an untrue statement or alleged untrue statement or omission
or  alleged  omission  made  in  such  registration statement, such preliminary,
summary  or  final  prospectus or such amendment or supplement, in reliance upon
and in conformity with written information furnished to the Partnership by or on
behalf  of  such  Indemnified  Person  specifically  for  use in the preparation
thereof.


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<PAGE>
     (d)     The  provisions of Section 7.12(a) and 7.12(b) shall continue to be
applicable with respect to the General Partner (and any of the General Partner's
Affiliates)  after it ceases to be a Partner of the Partnership, during a period
of  two years subsequent to the effective date of such cessation and for so long
thereafter  as  is  required  for  the  Holder  to  sell  all of the Partnership
Securities  with respect to which, during such two-year period, it has requested
inclusion  in  a registration statement pursuant to Section 7.12(b) or requested
that  a  registration  statement be filed pursuant to Section 7.12(a); provided,
however,  that  the  Partnership  shall  not  be  required  to  file  successive
registration  statements  covering  the  same  Partnership  Securities for which
registration was demanded during such two-year period. The provisions of Section
7.12(c)  shall  continue  in  effect  thereafter.

     (e)     Any  request  to  register  Partnership Securities pursuant to this
Section 7.12 shall (i) specify the Partnership Securities intended to be offered
and  sold  by  the Person making the request, (ii) express such Person's present
intent to offer such Partnership Securities for distribution, (iii) describe the
nature  or  method of the proposed offer and sale of Partnership Securities, and
(iv)  contain the undertaking of such Person to provide all such information and
materials  and  take  all  action  as  may  be  required  in order to permit the
Partnership  to  comply  with all applicable requirements in connection with the
registration  of  such  Partnership  Securities.

     SECTION  7.13     Reliance  by  Third Parties.  Notwithstanding anything to
                       ---------------------------
the contrary in this Agreement, any Person dealing with the Partnership shall be
entitled  to  assume  that  the  General  Partner and any officer of the General
Partner authorized by the General Partner to act on behalf of and in the name of
the  Partnership has full power and authority to encumber, sell or otherwise use
in  any  manner  any  and  all  assets  of the Partnership and to enter into any
authorized  contracts  on  behalf  of  the Partnership, and such Person shall be
entitled  to deal with the General Partner or any such officer as if it were the
Partnership's  sole  party  in  interest,  both  legally  and beneficially. Each
Limited Partner hereby waives any and all defenses or other remedies that may be
available  against such Person to contest, negate or disaffirm any action of the
General  Partner  or any such officer in connection with any such dealing. In no
event  shall  any Person dealing with the General Partner or any such officer or
its  representatives  be  obligated to ascertain that the terms of the Agreement
have  been  complied  with or to inquire into the necessity or expedience of any
act or action of the General Partner or any such officer or its representatives.
Each  and  every certificate, document or other instrument executed on behalf of
the  Partnership  by  the  General  Partner  or  its  representatives  shall  be
conclusive evidence in favor of any and every Person relying thereon or claiming
thereunder  that  (a)  at  the  time  of  the  execution  and  delivery  of such
certificate,  document  or  instrument,  this  Agreement  was  in full force and
effect,  (b)  the  Person executing and delivering such certificate, document or
instrument  was  duly authorized and empowered to do so for and on behalf of the
Partnership  and  (c) such certificate, document or instrument was duly executed
and  delivered in accordance with the terms and provisions of this Agreement and
is  binding  upon  the  Partnership.


                                       64
<PAGE>
                                  ARTICLE VIII

                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

     SECTION  8.1     Records and Accounting.  The General Partner shall keep or
                      ----------------------
cause  to  be  kept at the principal office of the Partnership appropriate books
and  records with respect to the Partnership's business, including all books and
records necessary to provide to the Limited Partners any information required to
be  provided  pursuant to Section 3.4(a). Any books and records maintained by or
on  behalf  of  the Partnership in the regular course of its business, including
the  record  of  the  Record Holders and Assignees of Units or other Partnership
Securities, books of account and records of Partnership proceedings, may be kept
on,  or  be  in  the form of, computer disks, hard drives, punch cards, magnetic
tape,  photographs,  micrographics  or  any  other  information  storage device;
provided,  that the books and records so maintained are convertible into clearly
legible  written  form  within  a  reasonable  period  of time. The books of the
Partnership shall be maintained, for financial reporting purposes, on an accrual
basis  in  accordance  with  U.S.  GAAP.

     SECTION 8.2     Fiscal Year.  The fiscal year of the Partnership shall be a
                     -----------
fiscal  year ending December 31.

     SECTION  8.3    Reports.
                     -------

     (a)     As  soon  as practicable, but in no event later than 120 days after
the  close  of  each  fiscal  year of the Partnership, the General Partner shall
cause  to  be  mailed  or made available to each Record Holder of a Unit as of a
date  selected  by  the  General  Partner  in  its  discretion, an annual report
containing  financial  statements of the Partnership for such fiscal year of the
Partnership,  presented  in accordance with U.S. GAAP, including a balance sheet
and statements of operations, Partnership equity and cash flows, such statements
to  be  audited  by  a  firm  of  independent public accountants selected by the
General  Partner.

     (b)     As  soon  as  practicable, but in no event later than 90 days after
the  close  of  each  Quarter  except  the last Quarter of each fiscal year, the
General Partner shall cause to be mailed or made available to each Record Holder
of  a  Unit,  as  of a date selected by the General Partner in its discretion, a
report  containing  unaudited  financial  statements of the Partnership and such
other  information  as  may be required by applicable law, regulation or rule of
any  National  Securities Exchange on which the Units are listed for trading, or
as  the  General  Partner  determines  to  be  necessary  or  appropriate.

                                   ARTICLE IX

                                   TAX MATTERS

     SECTION  9.1     Tax Returns and Information.  The Partnership shall timely
                      ---------------------------
file  all  returns  of  the Partnership that are required for federal, state and
local  income tax purposes on the basis of the accrual method and a taxable year
ending on December 31. The tax information reasonably required by Record Holders
for  federal  and  state  income  tax  reporting  purposes  with


                                       65
<PAGE>
respect to a taxable year shall be furnished to them within 90 days of the close
of  the  calendar  year  in  which  the  Partnership's  taxable  year  ends. The
classification,  realization  and  recognition  of  income,  gain,  losses  and
deductions  and  other  items  shall  be on the accrual method of accounting for
federal  income  tax  purposes.

     SECTION  9.2     Tax  Elections.
                      --------------

     (a)     The  Partnership  shall  make the election under Section 754 of the
Code  in  accordance  with  applicable  regulations  thereunder,  subject to the
reservation  of  the  right to seek to revoke any such election upon the General
Partner's  determination  that  such  revocation is in the best interests of the
Limited  Partners. Notwithstanding any other provision herein contained, for the
purposes  of  computing  the  adjustments  under Section 743(b) of the Code, the
General  Partner  shall  be  authorized (but not required) to adopt a convention
whereby  the  price  paid  by a transferee of a Limited Partner Interest will be
deemed to be the lowest quoted closing price of the Limited Partner Interests on
any  National  Securities  Exchange  on which such Limited Partner Interests are
traded  during  the  calendar  month  in  which such transfer is deemed to occur
pursuant  to  Section  6.2(g)  without  regard  to the actual price paid by such
transferee.

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

     (c)     Except  as  otherwise  provided  herein,  the General Partner shall
determine  whether  the Partnership should make any other elections permitted by
the  Code.

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

     SECTION  9.4     Withholding.  Notwithstanding  any other provision of this
                      -----------
Agreement,  the  General  Partner  is  authorized  to  take  any  action that it
determines  in  its  discretion  to  be  necessary  or  appropriate to cause the
Partnership  and other Group Members to comply with any withholding requirements
established  under  the Code or any other federal, state or local law including,
without  limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code.
To  the  extent  that  the Partnership is required or elects to withhold and pay
over  to  any  taxing  authority  any  amount  resulting  from the allocation or
distribution  of  income  to  any  Partner  or  Assignee  (including,  without
limitation,  by  reason of Section 1446 of the Code), the amount withheld may at
the  discretion  of  the  General  Partner  be  treated  by the Partnership as a
distribution  of  cash pursuant to Section 6.3 in the amount of such withholding
from  such  Partner.


                                       66
<PAGE>
                                    ARTICLE X

                              ADMISSION OF PARTNERS

     SECTION 10.1     Admission of Initial Limited Partners.  Effective upon the
                      -------------------------------------
Distribution, the General Partner shall admit such parties to the Partnership as
Initial  Limited  Partners in respect of the Initial Common Units distributed to
them  in  the  Distribution.  Each  such  Initial  Limited Partner, by virtue of
receiving  Initial  Common Units in the Distribution, agrees to be bound by, and
acknowledges  and agrees to all of the terms of, this Agreement without the need
to  execute  this  Agreement.

     SECTION  10.2     Admission of Substituted Limited Partner.  By transfer of
                       ----------------------------------------
a  Limited  Partner Interest in accordance with Article IV, the transferor shall
be  deemed  to  have  given  the  transferee  the  right  to seek admission as a
Substituted  Limited  Partner  subject  to  the conditions of, and in the manner
permitted  under,  this  Agreement. A transferor of a Certificate representing a
Limited  Partner Interest shall, however, only have the authority to convey to a
purchaser  or  other  transferee  who  does  not  execute and deliver a Transfer
Application  (a) the right to negotiate such Certificate to a purchaser or other
transferee  and  (b)  the  right to transfer the right to request admission as a
Substituted  Limited Partner to such purchaser or other transferee in respect of
the  transferred Limited Partner Interests. Each transferee of a Limited Partner
Interest  (including  any  nominee  holder  or  an  agent acquiring such Limited
Partner  Interest for the account of another Person) who executes and delivers a
Transfer  Application  shall,  by  virtue  of such execution and delivery, be an
Assignee  and  be deemed to have applied to become a Substituted Limited Partner
with  respect  to  the  Limited Partner Interests so transferred to such Person.
Such Assignee shall become a Substituted Limited Partner (x) at such time as the
General  Partner consents thereto, which consent may be given or withheld in the
General  Partner's  discretion,  and (y) when any such admission is shown on the
books  and  records  of  the  Partnership.  If  such  consent  is withheld, such
transferee  shall  be  an  Assignee.  An  Assignee shall have an interest in the
Partnership  equivalent to that of a Limited Partner with respect to allocations
and distributions, including liquidating distributions, of the Partnership. With
respect to voting rights attributable to Limited Partner Interests that are held
by Assignees, the General Partner shall be deemed to be the Limited Partner with
respect  thereto  and  shall, in exercising the voting rights in respect of such
Limited  Partner Interests on any matter, vote such Limited Partner Interests at
the  written  direction of the Assignee who is the Record Holder of such Limited
Partner  Interests.  If  no  such  written  direction  is received, such Limited
Partner Interests will not be voted. An Assignee shall have no other rights of a
Limited  Partner.

     SECTION  10.3     Admission  of  Successor  General  Partner.  A  successor
                       ------------------------------------------
General  Partner  approved pursuant to Section 11.1 or 11.2 or the transferee of
or  successor to all of the General Partner Interest pursuant to Section 4.6 who
is  proposed  to be admitted as a successor General Partner shall be admitted to
the  Partnership  as  the  General  Partner,  effective immediately prior to the
withdrawal  or  removal  of  the  predecessor  or  transferring General Partner,
pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest
pursuant  to  Section  4.6;  provided,  however, that no such successor shall be
admitted  to  the Partnership until compliance with the terms of Section 4.6 has
occurred  and  such successor has executed and delivered such other documents or
instruments  as  may  be  required  to  effect  such  admission.  Any


                                       67
<PAGE>
such  successor shall, subject to the terms hereof, carry on the business of the
members  of  the  Partnership  Group  without  dissolution.

     SECTION  10.4     Admission  of  Additional  Limited  Partners.
                       --------------------------------------------

     (a)     A  Person  (other  than  the  General  Partner,  an Initial Limited
Partner  or  a  Substituted Limited Partner) who makes a Capital Contribution to
the  Partnership  in  accordance  with  this  Agreement shall be admitted to the
Partnership as an Additional Limited Partner only upon furnishing to the General
Partner

          (i)  evidence  of  acceptance  in  form  satisfactory  to  the General
               Partner  of  all  of  the terms and conditions of this Agreement,
               including  the  power  of  attorney  granted  in Section 2.6, and

          (ii) such  other  documents  or  instruments as may be required in the
               discretion  of  the  General  Partner  to  effect  such  Person's
               admission  as  an  Additional  Limited  Partner.

     (b)     Notwithstanding  anything  to the contrary in this Section 10.4, no
Person shall be admitted as an Additional Limited Partner without the consent of
the  General  Partner,  which  consent  may  be given or withheld in the General
Partner's  discretion.  The  admission  of  any  Person as an Additional Limited
Partner shall become effective on the date upon which the name of such Person is
recorded  as  such  in  the  books and records of the Partnership, following the
consent  of  the  General  Partner  to  such  admission.

     SECTION  10.5     Amendment  of  Agreement  and  Certificate  of  Limited
                       -------------------------------------------------------
Partnership.  To  effect  the  admission  to the Partnership of any Partner, the
-----------
General  Partner  shall  take  all  steps  necessary  and  appropriate under the
Delaware  Act  to amend the records of the Partnership to reflect such admission
and,  if  necessary,  to  prepare  as  soon  as practicable an amendment to this
Agreement and, if required by law, the General Partner shall prepare and file an
amendment to the Certificate of Limited Partnership, and the General Partner may
for  this purpose, among others, exercise the power of attorney granted pursuant
to  Section  2.6.

                                   ARTICLE XI

                        WITHDRAWAL OR REMOVAL OF PARTNERS

     SECTION  11.1     Withdrawal  of  the  General  Partner.
                       -------------------------------------

     (a)     The  General  Partner  shall  be  deemed to have withdrawn from the
Partnership  upon  the  occurrence of any one of the following events (each such
event  herein  referred  to  as  an  "Event  of  Withdrawal");

          (i)  The General Partner voluntarily withdraws from the Partnership by
               giving  written  notice  to  the  other  Partners;

          (ii) The  General  Partner  transfers  all  of  its  rights as General
               Partner  pursuant


                                       68
<PAGE>
               to  Section  4.6;

         (iii) The  General  Partner  is  removed  pursuant  to  Section  11.2;

          (iv) The  General  Partner  (A)  makes  a  general  assignment for the
               benefit  of  creditors; (B) files a voluntary bankruptcy petition
               for  relief under Chapter 7 of the United States Bankruptcy Code;
               (C)  files a petition or answer seeking for itself a liquidation,
               dissolution  or  similar  relief (but not a reorganization) under
               any  law;  (D)  files  an  answer  or other pleading admitting or
               failing  to  contest the material allegations of a petition filed
               against the General Partner in a proceeding of the type described
               in  clauses  (A)-(C)  of  this Section 11.1(a)(iv); or (E) seeks,
               consents  to  or  acquiesces in the appointment of a trustee (but
               not  a  debtor-in-possession),  receiver  or  liquidator  of  the
               General  Partner  or  of  all  or  any  substantial  part  of its
               properties;

          (v)  A final and non-appealable order of relief under Chapter 7 of the
               United  States  Bankruptcy  Code  is  entered  by  a  court  with
               appropriate  jurisdiction  pursuant to a voluntary or involuntary
               petition  by  or  against  the  General  Partner;  or

          (vi) (A)  in  the  event  the  General  Partner  is  a  corporation, a
               certificate  of  dissolution  or  its equivalent is filed for the
               General  Partner,  or  90 days expire after the date of notice to
               the  General  Partner  of  revocation  of  its  charter without a
               reinstatement  of  its  charter,  under  the laws of its state of
               incorporation;  (B)  in  the  event  the  General  Partner  is  a
               partnership  or  a limited liability company, the dissolution and
               commencement  of  winding  up  of the General Partner; (C) in the
               event the General Partner is acting in such capacity by virtue of
               being  a trustee of a trust, the termination of the trust; (D) in
               the  event  the General Partner is a natural person, his death or
               adjudication  of  incompetency; and (E) otherwise in the event of
               the  termination  of  the  General  Partner.

If an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or (vi)(A), (B),
(C) or (E) occurs, the withdrawing General Partner shall give notice to the
Limited Partners within 30 days after such occurrence. The Partners hereby agree
that only the Events of Withdrawal described in this Section 11.1 shall result
in the withdrawal of the General Partner from the Partnership.

     (b)     Withdrawal  of  the  General  Partner from the Partnership upon the
occurrence  of  an  Event  of  Withdrawal  shall not constitute a breach of this
Agreement  under  the following circumstances: (i) at any time during the period
beginning  on  the  Closing  Date and ending at 12:00 midnight, Eastern Standard
Time,  on  October 31, 2008, the General Partner voluntarily withdraws by giving
at  least  90  days'  advance notice of its intention to withdraw to the Limited
Partners;  provided  that  prior  to  the effective date of such withdrawal, the
withdrawal  is  approved  by  Unitholders  holding  at  least  a majority of the
Outstanding Common Units (excluding Common Units held by the General Partner and
its  Affiliates)  and  the  General  Partner  delivers  to


                                       69
<PAGE>
the  Partnership  an  Opinion  of Counsel ("Withdrawal Opinion of Counsel") that
such withdrawal (following the selection of the successor General Partner) would
not  result  in  the loss of the limited liability of any Limited Partner or any
Group  Member  or cause any Group Member to be treated as an association taxable
as  a  corporation  or otherwise to be taxed as an entity for federal income tax
purposes  (to the extent not previously treated as such); (ii) at any time after
12:00  midnight, Eastern Standard Time, on October 31, 2008, the General Partner
voluntarily  withdraws  by  giving  at  least  90  days'  advance  notice to the
Unitholders,  such  withdrawal  to  take  effect  on  the date specified in such
notice;  (iii)  at  any  time  that the General Partner ceases to be the General
Partner  pursuant to Section 11.1(a)(ii) or is removed pursuant to Section 11.2;
or  (iv)  notwithstanding  clause  (i)  of  this  sentence, at any time that the
General Partner voluntarily withdraws by giving at least 90 days' advance notice
of  its  intention  to withdraw to the Limited Partners, such withdrawal to take
effect  on the date specified in the notice, if at the time such notice is given
one  Person  and  its  Affiliates  (other  than  the  General  Partner  and  its
Affiliates)  own  beneficially  or  of  record  or  control  at least 50% of the
Outstanding  Units.  The  withdrawal of the General Partner from the Partnership
upon  the  occurrence  of  an  Event  of  Withdrawal  shall  also constitute the
withdrawal  of the General Partner as general partner or managing member, to the
extent  applicable,  of  the other Group Members. If the General Partner gives a
notice  of  withdrawal  pursuant  to  Section  11.1(a)(i), the holders of a Unit
Majority, may, prior to the effective date of such withdrawal, elect a successor
General  Partner.  The  Person  so  elected  as  successor General Partner shall
automatically  become  the  successor general partner or managing member, to the
extent  applicable, of the other Group Members of which the General Partner is a
general  partner  or  a  managing member. If, prior to the effective date of the
General  Partner's withdrawal, a successor is not selected by the Unitholders as
provided  herein  or  the  Partnership  does not receive a Withdrawal Opinion of
Counsel, the Partnership shall be dissolved in accordance with Section 12.1. Any
successor  General  Partner elected in accordance with the terms of this Section
11.1  shall  be  subject  to  the  provisions  of  Section  10.3.

     SECTION  11.2     Removal  of the General Partner.  The General Partner may
                       -------------------------------
be  removed  if such removal is approved by the Unitholders holding at least 80%
of  the  Outstanding  Units (including Units held by the General Partner and its
Affiliates).  Any such action by such holders for removal of the General Partner
must  also  provide  for  the  election  of  a  successor General Partner by the
Unitholders holding a majority of the outstanding Common Units voting as a class
(including  Units  held by the General Partner and its Affiliates). Such removal
shall  be  effective  immediately following the admission of a successor General
Partner  pursuant to Section 10.3. The removal of the General Partner shall also
automatically  constitute  the removal of the General Partner as general partner
or  managing  member,  to  the  extent applicable, of the other Group Members of
which the General Partner is a general partner or a managing member. If a Person
is  elected  as a successor General Partner in accordance with the terms of this
Section  11.2,  such  Person  shall,  upon  admission  pursuant to Section 10.3,
automatically  become  a  successor  general  partner or managing member, to the
extent  applicable, of the other Group Members of which the General Partner is a
general  partner  or  a managing member. The right of the holders of Outstanding
Units  to  remove the General Partner shall not exist or be exercised unless the
Partnership  has  received  an  opinion  opining  as to the matters covered by a
Withdrawal  Opinion  of  Counsel.  Any  successor  General  Partner  elected  in
accordance  with  the  terms  of  this  Section  11.2  shall  be  subject to the
provisions  of  Section  10.3.  The  percentage  of  the  Outstanding


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Units  required  to  remove  the  General  Partner may be amended by the General
Partner  as  described  in  Section  13.1  hereof.

     SECTION  11.3     Interest  of  Departing  Partner  and  Successor  General
                       ---------------------------------------------------------
Partner.
-------

     (a)     In  the  event  of  (i)  withdrawal  of  the  General Partner under
circumstances  where  such  withdrawal  does  not violate this Agreement or (ii)
removal  of  the  General  Partner  by  the  holders  of Outstanding Units under
circumstances  where  Cause  does not exist, if the successor General Partner is
elected  in  accordance  with  the  terms of Section 11.1 or 11.2, the Departing
Partner  shall  have  the option, exercisable prior to the effective date of the
departure  of  such  Departing Partner, to require its successor to purchase its
General  Partner  Interest  and  its  general  partner  interest  (or equivalent
interest,  if  any)  in  the  other  Group  Members  and  all  of  its Incentive
Distribution  Rights  (collectively, the "Combined Interest") in exchange for an
amount  in  cash  equal to the fair market value of such Combined Interest, such
amount  to  be determined and payable as of the effective date of its departure.
If  the  General Partner is removed by the Unitholders under circumstances where
Cause  exists or if the General Partner withdraws under circumstances where such
withdrawal  violates  this  Agreement,  and  if  a  successor General Partner is
elected  in  accordance  with  the terms of Section 11.1 or 11.2, such successor
shall  have the option, exercisable prior to the effective date of the departure
of  such  Departing  Partner,  to  purchase  the Combined Interest for such fair
market  value  of  such  Combined  Interest  of the Departing Partner. In either
event, the Departing Partner shall be entitled to receive all reimbursements due
such  Departing  Partner pursuant to Section 7.4, including any employee-related
liabilities  (including  severance liabilities), incurred in connection with the
termination  of  any employees employed by the Departing Partner for the benefit
of  the  Partnership  or  the other Group Members.  For purposes of this Section
11.3(a),  the  fair  market  value  of the Departing Partner's Combined Interest
shall be determined by agreement between the Departing Partner and its successor
or,  failing agreement within 30 days after the effective date of such Departing
Partner's  departure,  by  an  independent  investment  banking  firm  or  other
independent  expert  selected by the Departing Partner and its successor, which,
in  turn,  may  rely  on  other experts, and the determination of which shall be
conclusive  as to such matter. If such parties cannot agree upon one independent
investment  banking  firm  or  other independent expert within 45 days after the
effective  date of such departure, then the Departing Partner shall designate an
independent  investment  banking firm or other independent expert, the Departing
Partner's  successor  shall  designate an independent investment banking firm or
other  independent  expert,  and  such  firms or experts shall mutually select a
third  independent  investment  banking  firm or independent expert, which third
independent  investment banking firm or other independent expert shall determine
the  fair  market  value  of  the Combined Interest of the Departing Partner. In
making  its  determination,  such  third  independent investment banking firm or
other independent expert may consider the then current trading price of Units on
any  National  Securities  Exchange on which Units are then listed, the value of
the  Partnership's  assets,  the rights and obligations of the Departing Partner
and  other  factors  it  may  deem  relevant.

     (b)     If  the  Combined Interest is not purchased in the manner set forth
in  Section  11.3(a),  the  Departing Partner (or its transferee) shall become a
Limited  Partner and its General Partner Interest shall be converted into Common
Units  pursuant  to  a  valuation  made  by  an investment banking firm or other
independent  expert  selected  pursuant  to  Section  11.3(a),


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<PAGE>
without  reduction  in  such  Partnership Interest (but subject to proportionate
dilution  by  reason  of  the  admission  of  its  successor)  and its Incentive
Distribution  Rights  shall  continue  in  full force and effect.  Any successor
General  Partner shall indemnify the Departing Partner (or its transferee) as to
all  debts  and  liabilities  of the Partnership arising on or after the date on
which  the  Departing Partner (or its transferee) becomes a Limited Partner. For
purposes  of  this  Agreement, conversion of the General Partner Interest of the
Departing  Partner  to  Common  Units  will be characterized as if the Departing
Partner  (or  its  transferee)  contributed  its General Partner Interest to the
Partnership  in  exchange  for  the  newly  issued  Common  Units.

     (c)     If  a  successor  General Partner is elected in accordance with the
terms of Section 11.1 or 11.2 and the option described in Section 11.3(a) is not
exercised  by  the party entitled to do so, the successor General Partner shall,
at  the  effective  date  of its admission to the Partnership, contribute to the
Partnership  cash  in the amount equal to 2/98ths of the Net Agreed Value of the
Partnership's assets on such date. In such event, such successor General Partner
shall,  subject  to the following sentence, be entitled to 2% of all Partnership
allocations  and  distributions  to which the Departing Partner was entitled. In
addition, the successor General Partner shall cause this Agreement to be amended
to  reflect  that,  from  and after the date of such successor General Partner's
admission,  the  successor  General  Partner's  interest  in  all  Partnership
distributions  and  allocations  shall  be  2%.

     SECTION  11.4     Withdrawal of Limited Partners.  No Limited Partner shall
                       ------------------------------
have  any right to withdraw from the Partnership; provided, however, that when a
transferee  of  a  Limited  Partner's  Limited Partner Interest becomes a Record
Holder of the Limited Partner Interest so transferred, such transferring Limited
Partner  shall cease to be a Limited Partner with respect to the Limited Partner
Interest  so  transferred.

                                   ARTICLE XII

                           DISSOLUTION AND LIQUIDATION

     SECTION  12.1     Dissolution.  The  Partnership  shall not be dissolved by
                       -----------
the  admission of Substituted Limited Partners or Additional Limited Partners or
by  the admission of a successor General Partner in accordance with the terms of
this  Agreement.  Upon  the  removal  or withdrawal of the General Partner, if a
successor  General  Partner  is  elected  pursuant  to Section 11.1 or 11.2, the
Partnership  shall  not  be  dissolved  and such successor General Partner shall
continue  the  business  of the Partnership. The Partnership shall dissolve, and
(subject  to  Section  12.2)  its  affairs  shall  be  wound  up,  upon:

     (a)  an  Event  of Withdrawal of the General Partner as provided in Section
          11.1(a)  (other  than  Section  11.1(a)(ii)),  unless  a  successor is
          elected  and  an Opinion of Counsel is received as provided in Section
          11.1(b)  or  11.2  and  such  successor is admitted to the Partnership
          pursuant  to  Section  10.3;

     (b)  an election to dissolve the Partnership by the General Partner that is
          approved  by  the  holders  of  a  Unit  Majority;


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<PAGE>
     (c)  the  entry  of  a  decree  of  judicial dissolution of the Partnership
          pursuant  to  the  provisions  of  the  Delaware  Act;  or

     (d)  the  sale  of all or substantially all of the assets and properties of
          the  Partnership  Group.

     SECTION  12.2     Continuation  of  the  Business  of the Partnership After
                       ---------------------------------------------------------
Dissolution.  Upon  (a)  dissolution  of  the  Partnership following an Event of
-----------
Withdrawal  caused  by  the  withdrawal  or  removal  of  the General Partner as
provided  in  Section  11.1(a)(i)  or  (iii)  and the failure of the Partners to
select  a  successor to such Departing Partner pursuant to Section 11.1 or 11.2,
then  within  90  days thereafter, or (b) dissolution of the Partnership upon an
event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v)
or  (vi),  then,  to  the  maximum  extent  permitted  by  law,  within 180 days
thereafter,  the  holders  of  a  Unit  Majority  may  elect to reconstitute the
Partnership and continue its business on the same terms and conditions set forth
in  this  Agreement  by  forming a new limited partnership on terms identical to
those  set forth in this Agreement and having as the successor General Partner a
Person  approved  by  the holders of a Unit Majority. Unless such an election is
made within the applicable time period as set forth above, the Partnership shall
conduct only activities necessary to wind up its affairs. If such an election is
so  made,  then:

     (i)  the  reconstituted Partnership shall continue unless earlier dissolved
          in  accordance  with  this  Article  XII;

     (ii) if  the  successor  General Partner is not the former General Partner,
          then  the  interest  of the former General Partner shall be treated in
          the  manner  provided  in  Section  11.3;  and

    (iii) all  necessary steps shall be taken to cancel this Agreement  and  the
          Certificate  of  Limited  Partnership  and  to  enter  into  and,  as
          necessary,  to  file  a  new  partnership agreement and certificate of
          limited  partnership,  and  the successor General Partner may for this
          purpose  exercise  the  powers of attorney granted the General Partner
          pursuant  to Section 2.6; provided, that the right of the holders of a
          Unit  Majority  to  approve  a  successor  General  Partner  and  to
          reconstitute and to continue the business of the Partnership shall not
          exist  and may not be exercised unless the Partnership has received an
          Opinion of Counsel that (x) the exercise of the right would not result
          in  the  loss  of  limited  liability  of  any Limited Partner and (y)
          neither the Partnership, the reconstituted limited partnership nor the
          Operating Partnership or any other Group Member would be treated as an
          association  taxable  as  a  corporation or otherwise be taxable as an
          entity for federal income tax purposes upon the exercise of such right
          to  continue.

     SECTION  12.3     Liquidator.  Upon  dissolution of the Partnership, unless
                       ----------
the  Partnership is continued under an election to reconstitute and continue the
Partnership  pursuant  to  Section 12.2, the General Partner shall select one or
more  Persons  to  act  as  Liquidator,  which  may  be the General Partner. The
Liquidator (if other than the General Partner) shall be entitled to receive such
compensation  for  its  services  as  may  be  approved by holders of at least a
majority


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<PAGE>
of  the  Outstanding  Common  Units.  The  Liquidator (if other than the General
Partner) shall agree not to resign at any time without 15 days' prior notice and
may be removed at any time, with or without cause, by notice of removal approved
by  holders  of  at  least  a  majority  of  the  Outstanding Common Units. Upon
dissolution,  removal  or  resignation  of  the  Liquidator,  a  successor  and
substitute  Liquidator  (who  shall  have  and succeed to all rights, powers and
duties  of  the original Liquidator) shall within 30 days thereafter be approved
by  holders of at least a majority of the Outstanding Common Units. The right to
approve a successor or substitute Liquidator in the manner provided herein shall
be  deemed to refer also to any such successor or substitute Liquidator approved
in the manner herein provided. Except as expressly provided in this Article XII,
the  Liquidator  approved  in  the  manner  provided  herein  shall have and may
exercise, without further authorization or consent of any of the parties hereto,
all  of  the  powers  conferred upon the General Partner under the terms of this
Agreement  (but  subject  to  all of the applicable limitations, contractual and
otherwise,  upon  the exercise of such powers, other than the limitation on sale
set  forth  in  Section 7.3(b)) to the extent necessary or desirable in the good
faith  judgment  of  the Liquidator to carry out the duties and functions of the
Liquidator  hereunder  for and during such period of time as shall be reasonably
required in the good faith judgment of the Liquidator to complete the winding up
and  liquidation  of  the  Partnership  as  provided  for  herein.

     SECTION  12.4     Liquidation.  The  Liquidator shall proceed to dispose of
                       -----------
the  assets of the Partnership, discharge its liabilities, and otherwise wind up
its  affairs in such manner and over such period as the Liquidator determines to
be  in  the  best  interest  of  the  Partners, subject to Section 17-804 of the
Delaware  Act  and  the  following:

     (a)  The  assets  may  be  disposed  of  by  public  or  private sale or by
          distribution  in  kind  to  one  or more Partners on such terms as the
          Liquidator  and such Partner or Partners may agree. If any property is
          distributed  in  kind,  the  Partner  receiving  the property shall be
          deemed  for purposes of Section 12.4(c) to have received cash equal to
          its  fair  market  value; and contemporaneously therewith, appropriate
          cash  distributions must be made to the other Partners. The Liquidator
          may,  in its absolute discretion, defer liquidation or distribution of
          the  Partnership's  assets for a reasonable time if it determines that
          an  immediate sale or distribution of all or some of the Partnership's
          assets would be impractical or would cause undue loss to the Partners.
          The  Liquidator  may,  in  its  absolute  discretion,  distribute  the
          Partnership's  assets,  in  whole or in part, in kind if it determines
          that  a  sale  would  be  impractical or would cause undue loss to the
          Partners.

     (b)  Liabilities  of the Partnership include amounts owed to the Liquidator
          as  compensation for serving in such capacity (subject to the terms of
          Section  12.3)  and  amounts  to Partners otherwise than in respect of
          their  distribution  rights  under  Article  VI.  With  respect to any
          liability that is contingent, conditional or unmatured or is otherwise
          not yet due and payable, the Liquidator shall either settle such claim
          for  such  amount  as  it thinks appropriate or establish a reserve of
          cash or other assets to provide for its payment. When paid, any unused
          portion  of the reserve shall be distributed as additional liquidation
          proceeds.


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<PAGE>
     (c)  All  property  and  all  cash  in excess of that required to discharge
          liabilities as provided in Section 12.4(b) shall be distributed to the
          Partners  in  accordance  with,  and  to  the  extent of, the positive
          balances  in  their  respective  Capital Accounts, as determined after
          taking  into account all Capital Account adjustments (other than those
          made  by reason of distributions pursuant to this Section 12.4(c)) for
          the  taxable  year  of the Partnership during which the liquidation of
          the  Partnership occurs (with such date of occurrence being determined
          pursuant  to  Treasury  Regulation  Section 1.704-1(b)(2)(ii)(g)), and
          such  distribution  shall be made by the end of such taxable year (or,
          if  later,  within  90  days  after  said  date  of  such occurrence).

     SECTION  12.5     Cancellation of Certificate of Limited Partnership.  Upon
                       --------------------------------------------------
the  completion of the distribution of Partnership cash and property as provided
in  Section  12.4  in  connection  with  the liquidation of the Partnership, the
Partnership  shall  be terminated and the Certificate of Limited Partnership and
all  qualifications  of  the  Partnership  as  a  foreign limited partnership in
jurisdictions  other than the State of Delaware shall be canceled and such other
actions  as  may  be  necessary  to  terminate  the  Partnership shall be taken.

     SECTION 12.6     Return of Contributions.  The General Partner shall not be
                      -----------------------
personally  liable  for,  and shall have no obligation to contribute or loan any
monies  or property to the Partnership to enable it to effectuate, the return of
the Capital Contributions of the Limited Partners or Unitholders, or any portion
thereof, it being expressly understood that any such return shall be made solely
from  Partnership  assets.

     SECTION  12.7     Waiver  of Partition.  To the maximum extent permitted by
                       --------------------
law,  each  Partner  hereby  waives  any  right  to partition of the Partnership
property.

     SECTION  12.8     Capital  Account  Restoration.  No  Limited Partner shall
                       -----------------------------
have  any obligation to restore any negative balance in its Capital Account upon
liquidation  of  the  Partnership.  The  General  Partner  shall be obligated to
restore  any  negative  balance  in  its Capital Account upon liquidation of its
interest  in  the  Partnership by the end of the taxable year of the Partnership
during  which  such  liquidation  occurs, or, if later, within 90 days after the
date  of  such  liquidation.

                                  ARTICLE XIII

            AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

     SECTION  13.1     Amendment  to  be  Adopted Solely by the General Partner.
                       --------------------------------------------------------
Each  Partner  agrees  that  the  General  Partner,  without the approval of any
Partner  or  Assignee,  may  amend  any provision of this Agreement and execute,
swear  to,  acknowledge,  deliver,  file  and  record  whatever documents may be
required  in  connection  therewith,  to  reflect:

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


                                       75
<PAGE>
     (b)  admission,  substitution,  withdrawal  or  removal  of  Partners  in
          accordance  with  this  Agreement;

     (c)  a  change  that,  in  the  sole  discretion of the General Partner, is
          necessary or advisable to qualify or continue the qualification of the
          Partnership  as  a  limited  partnership or a partnership in which the
          Limited Partners have limited liability under the laws of any state or
          to  ensure  that the Group Members will not be treated as associations
          taxable  as  corporations  or  otherwise taxed as entities for federal
          income  tax  purposes;

     (d)  a  change that, in the discretion of the General Partner, (i) does not
          adversely  affect the Limited Partners (including any particular class
          of  Partnership  Interests as compared to other classes of Partnership
          Interests)  in any material respect, (ii) is necessary or advisable to
          (A)  satisfy  any  requirements, conditions or guidelines contained in
          any  opinion, directive, order, ruling or regulation of any federal or
          state  agency  or  judicial  authority  or contained in any federal or
          state  statute  (including  the  Delaware  Act)  or (B) facilitate the
          trading  of  the Units (including the division of any class or classes
          of  Outstanding  Units into different classes to facilitate uniformity
          of  tax  consequences within such classes of Units) or comply with any
          rule,  regulation, guideline or requirement of any National Securities
          Exchange  on  which  the  Units  are  or  will  be listed for trading,
          compliance  with  any  of  which the General Partner determines in its
          discretion  to  be  in  the  best interests of the Partnership and the
          Limited  Partners,  (iii) is necessary or advisable in connection with
          action  taken by the General Partner pursuant to Section 5.10, (iv) is
          required  to effect the intent expressed in the Registration Statement
          or  the  intent  of  the  provisions of this Agreement or is otherwise
          contemplated  by  this  Agreement  or  (v)  is  required to conform to
          proposed or promulgated Treasury Regulations under Subchapter K of the
          Code  regarding  compensatory and noncompensatory options to acquire a
          Partnership  Security;

     (e)  a change in the fiscal year or taxable year of the Partnership and any
          changes  that, in the discretion of the General Partner, are necessary
          or  advisable  as  a  result of a change in the fiscal year or taxable
          year  of  the  Partnership  including, if the General Partner shall so
          determine,  a  change  in the definition of "Quarter" and the dates on
          which  distributions  are  to  be  made  by  the  Partnership;

     (f)  an  amendment that is necessary, in the Opinion of Counsel, to prevent
          the  Partnership,  or  the General Partner or its directors, officers,
          trustees  or  agents  from  in  any  manner  being  subjected  to  the
          provisions  of  the  Investment  Company  Act of 1940, as amended, the
          Investment  Advisers  Act  of  1940,  as  amended,  or  "plan  asset"
          regulations  adopted under the Employee Retirement Income Security Act
          of  1974,  as  amended,  regardless  of whether such are substantially
          similar to plan asset regulations currently applied or proposed by the
          United  States  Department  of  Labor;


                                       76
<PAGE>
     (g)  subject  to  the  terms  of  Section  5.7,  an  amendment that, in the
          discretion  of  the  General  Partner,  is  necessary  or advisable in
          connection  with  the authorization of issuance of any class or series
          of  Partnership  Securities  pursuant  to  Section  5.6;

     (h)  any  amendment expressly permitted in this Agreement to be made by the
          General  Partner  acting  alone;'

     (i)  an  amendment  effected,  necessitated  or  contemplated  by  a Merger
          Agreement  approved  in  accordance  with  Section  14.3;

     (j)  an  amendment  that,  in  the  discretion  of  the General Partner, is
          necessary  or  advisable  to  reflect,  account  for  and  deal  with
          appropriately  the  formation  by the Partnership of, or investment by
          the  Partnership  in,  any  corporation,  partnership,  joint venture,
          limited  liability  company  or  other  entity, in connection with the
          conduct  by  the  Partnership  of activities permitted by the terms of
          Section  2.4;

     (k)  a  merger  or  conveyance  pursuant  to  Section  14.3(d);

     (l)  an  amendment  to Section 11.2 that would reduce the percentage of the
          Outstanding  Units  required for the Unitholders to remove the General
          Partner;  provided,  however,  that  once such required percentage has
          been  reduced,  it  may  be further reduced by the General Partner but
          such  required  percentage  may not be increased without a vote of the
          Unitholders;  provided  further,  however,  that no such amendment may
          provide  that any class Units may vote separately as a class to remove
          the  General  Partner;

     (m)  an  amendment  to the definition of "Outstanding" contained in Section
          1.1  hereof to increase from 20% or more the percentage of Outstanding
          Partnership  Securities, that if at any time acquired by any Person or
          Group, shall not be voted on any matter and shall not be considered to
          be  Outstanding  for  the other purposes described in such definition;
          provided,  however,  that  once such percentage has been increased, it
          may  be  further  increased  by the General Partner, but such required
          percentage  may  not  be reduced without a vote of the Unitholders; or

     (n)  any  other  amendments  substantially  similar  to  the  foregoing.

     SECTION 13.2     Amendment Procedures.  Except as provided in Sections 13.1
                      --------------------
and  13.3, all amendments to this Agreement shall be made in accordance with the
following  requirements. Amendments to this Agreement may be proposed only by or
with  the  consent of the General Partner which consent may be given or withheld
in  its  sole  discretion.  A  proposed  amendment  shall  be effective upon its
approval  by  the  holders  of  a  Unit  Majority, unless a greater or different
percentage  is  required  under this Agreement or by Delaware law. Each proposed
amendment that requires the approval of the holders of a specified percentage of
Outstanding  Units shall be set forth in a writing that contains the text of the
proposed  amendment. If such an amendment is proposed, the General Partner shall
seek  the  written  approval of the requisite percentage of Outstanding Units or
call  a  meeting  of  the  Unitholders  to


                                       77
<PAGE>
consider  and  vote on such proposed amendment. The General Partner shall notify
all  Record  Holders  upon  final  adoption  of  any  such  proposed amendments.

     SECTION  13.3     Amendment  Requirements.
                       -----------------------

     (a)     Notwithstanding  the  provisions  of  Sections  13.1  and  13.2, no
provision  of  this Agreement that establishes a percentage of Outstanding Units
(including  Units  deemed  owned  by  the  General Partner) required to take any
action  shall be amended, altered, changed, repealed or rescinded in any respect
that  would  have  the  effect  of  reducing  such voting percentage unless such
amendment  is approved by the written consent or the affirmative vote of holders
of  Outstanding Units whose aggregate Outstanding Units constitute not less than
the  voting  requirement  sought  to  be  reduced.

     (b)     Notwithstanding  the  provisions  of  Sections  13.1  and  13.2, no
amendment  to  this  Agreement  may  (i)  enlarge the obligations of any Limited
Partner  without  its consent, unless such shall be deemed to have occurred as a
result  of  an  amendment approved pursuant to Section 13.3(c), (ii) enlarge the
obligations of, restrict in any way any action by or rights of, or reduce in any
way the amounts distributable, reimbursable or otherwise payable to, the General
Partner or any of its Affiliates without its consent, which consent may be given
or withheld in its sole discretion, (iii) change Section 12.1(b), or (iv) change
the term of the Partnership or, except as set forth in Section 12.1(b), give any
Person  the  right  to  dissolve  the  Partnership.

     (c)     Except  as  provided in Section 14.3, and without limitation of the
General  Partner's  authority  to adopt amendments to this Agreement without the
approval  of  any  Partners  or  Assignees  as contemplated in Section 13.1, any
amendment that would have a material adverse effect on the rights or preferences
of  any  class  of  Partnership  Interests  in  relation  to  other  classes  of
Partnership  Interests  must  be  approved  by  the  holders  of not less than a
majority  of  the  Outstanding  Partnership  Interests  of  the  class affected.

     (d)     Notwithstanding  any  other provision of this Agreement, except for
amendments  pursuant to Section 13.1 and except as otherwise provided by Section
14.3(b),  no  amendments  shall  become  effective  without  the approval of the
holders of at least 90% of the Outstanding Units voting as a single class unless
the  Partnership obtains an Opinion of Counsel to the effect that such amendment
will  not  affect  the limited liability of any Limited Partner under applicable
law.

     (e)     Except as provided in Section 13.1, this Section 13.3 shall only be
amended  with  the  approval  of  the holders of at least 90% of the Outstanding
Units.

     SECTION  13.4     Special  Meetings.  All  acts  of  Limited Partners to be
                       -----------------
taken  pursuant  to this Agreement shall be taken in the manner provided in this
Article  XIII.  Special  meetings  of  the Limited Partners may be called by the
General  Partner  or  by  Limited Partners owning 20% or more of the Outstanding
Units  of the class or classes for which a meeting is proposed. Limited Partners
shall  call  a  special meeting by delivering to the General Partner one or more
requests  in  writing  stating  that the signing Limited Partners wish to call a
special  meeting  and  indicating the general or specific purposes for which the
special  meeting  is  to  be


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<PAGE>
called.  Within  60  days  after receipt of such a call from Limited Partners or
within  such  greater time as may be reasonably necessary for the Partnership to
comply  with  any  statutes,  rules,  regulations, listing agreements or similar
requirements  governing  the holding of a meeting or the solicitation of proxies
for  use  at  such  a  meeting,  the  General Partner shall send a notice of the
meeting  to  the  Limited  Partners  either  directly  or indirectly through the
Transfer  Agent.  A  meeting shall be held at a time and place determined by the
General  Partner on a date not less than 10 days nor more than 60 days after the
mailing  of  notice  of  the meeting. Limited Partners shall not vote on matters
that  would  cause  the  Limited  Partners to be deemed to be taking part in the
management  and  control of the business and affairs of the Partnership so as to
jeopardize the Limited Partners' limited liability under the Delaware Act or the
law  of  any  other  state in which the Partnership is qualified to do business.

     SECTION  13.5     Notice of a Meeting.  Notice of a meeting called pursuant
                       -------------------
to  Section 13.4 shall be given to the Record Holders of the class or classes of
Units  for  which  a  meeting  is  proposed in writing by mail or other means of
written  communication  in  accordance  with  Section  16.1. The notice shall be
deemed  to  have  been  given  at the time when deposited in the mail or sent by
other  means  of  written  communication.

     SECTION  13.6     Record  Date.  For  purposes  of  determining the Limited
                       ------------
Partners  entitled  to notice of or to vote at a meeting of the Limited Partners
or  to give approvals without a meeting as provided in Section 13.11 the General
Partner  may set a Record Date, which shall not be less than 10 nor more than 60
days  before (a) the date of the meeting (unless such requirement conflicts with
any  rule,  regulation,  guideline  or  requirement  of  any National Securities
Exchange  on  which  the  Units  are listed for trading, in which case the rule,
regulation,  guideline  or  requirement of such exchange shall govern) or (b) in
the event that approvals are sought without a meeting, the date by which Limited
Partners are requested in writing by the General Partner to give such approvals.

     SECTION  13.7     Adjournment.  When a meeting is adjourned to another time
                       -----------
or  place,  notice  need  not be given of the adjourned meeting and a new Record
Date  need  not  be  fixed,  if  the time and place thereof are announced at the
meeting  at which the adjournment is taken, unless such adjournment shall be for
more  than  45  days. At the adjourned meeting, the Partnership may transact any
business  which  might  have  been  transacted  at  the original meeting. If the
adjournment  is  for  more than 45 days or if a new Record Date is fixed for the
adjourned  meeting,  a  notice  of  the  adjourned  meeting  shall  be  given in
accordance  with  this  Article  XIII.

     SECTION  13.8     Waiver  of  Notice;  Approval  of  Meeting;  Approval  of
                       ---------------------------------------------------------
Minutes.  The  transactions  of  any meeting of Limited Partners, however called
-------
and  noticed,  and  whenever  held, shall be as valid as if it had occurred at a
meeting  duly  held after regular call and notice, if a quorum is present either
in  person  or  by  proxy,  and  if, either before or after the meeting, Limited
Partners  representing  such  quorum  who were present in person or by proxy and
entitled  to vote, sign a written waiver of notice or an approval of the holding
of  the meeting or an approval of the minutes thereof. All waivers and approvals
shall be filed with the Partnership records or made a part of the minutes of the
meeting.  Attendance of a Limited Partner at a meeting shall constitute a waiver
of  notice  of the meeting, except when the Limited Partner does not approve, at
the  beginning  of  the  meeting, of the transaction of any business because the


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<PAGE>
meeting  is  not  lawfully  called  or convened; and except that attendance at a
meeting  is not a waiver of any right to disapprove the consideration of matters
required  to  be  included in the notice of the meeting, but not so included, if
the  disapproval  is  expressly  made  at  the  meeting.

     SECTION  13.9     Quorum.  The  holders  of  a  majority of the Outstanding
                       ------
Units  of  the  class  or classes for which a meeting has been called (including
Outstanding  Units deemed owned by the General Partner) represented in person or
by  proxy  shall  constitute  a  quorum at a meeting of Limited Partners of such
class  or  classes  unless  any  such  action  by  the Limited Partners requires
approval  by  holders  of  a greater percentage of such Units, in which case the
quorum  shall be such greater percentage. At any meeting of the Limited Partners
duly  called  and  held  in  accordance with this Agreement at which a quorum is
present,  the  act  of  Limited  Partners  holding Outstanding Units that in the
aggregate  represent a majority of the Outstanding Units entitled to vote and be
present  in person or by proxy at such meeting shall be deemed to constitute the
act  of  all  Limited  Partners,  unless  a  greater  or different percentage is
required  with respect to such action under the provisions of this Agreement, in
which case the act of the Limited Partners holding Outstanding Units that in the
aggregate  represent  at  least  such  greater  or different percentage shall be
required. The Limited Partners present at a duly called or held meeting at which
a  quorum  is  present  may  continue  to  transact  business until adjournment,
notwithstanding  the  withdrawal of enough Limited Partners to leave less than a
quorum, if any action taken (other than adjournment) is approved by the required
percentage  of  Outstanding  Units  specified  in  this  Agreement  (including
Outstanding  Units  deemed  owned  by  the General Partner). In the absence of a
quorum any meeting of Limited Partners may be adjourned from time to time by the
affirmative  vote  of  holders  of  at least a majority of the Outstanding Units
entitled  to  vote  at such meeting (including Outstanding Units deemed owned by
the  General  Partner)  represented  either  in person or by proxy, but no other
business  may  be  transacted,  except  as  provided  in  Section  13.7.

     SECTION  13.10     Conduct  of  a  Meeting.  The General Partner shall have
                        -----------------------
full  power and authority concerning the manner of conducting any meeting of the
Limited  Partners  or  solicitation  of  approvals  in  writing,  including  the
determination  of  Persons  entitled  to  vote,  the  existence of a quorum, the
satisfaction  of  the  requirements  of Section 13.4, the conduct of voting, the
validity  and  effect of any proxies and the determination of any controversies,
votes  or challenges arising in connection with or during the meeting or voting.
The General Partner shall designate a Person to serve as chairman of any meeting
and  shall  further  designate  a Person to take the minutes of any meeting. All
minutes  shall  be  kept  with  the records of the Partnership maintained by the
General  Partner. The General Partner may make such other regulations consistent
with  applicable  law and this Agreement as it may deem advisable concerning the
conduct  of  any meeting of the Limited Partners or solicitation of approvals in
writing,  including  regulations  in  regard  to the appointment of proxies, the
appointment  and duties of inspectors of votes and approvals, the submission and
examination  of  proxies  and  other  evidence  of  the  right  to vote, and the
revocation  of  approvals  in  writing.

     SECTION  13.11     Action  Without a Meeting.  If authorized by the General
                        -------------------------
Partner,  any  action that may be taken at a meeting of the Limited Partners may
be taken without a meeting if an approval in writing setting forth the action so
taken  is signed by Limited Partners owning not less than the minimum percentage
of  the  Outstanding  Units  (including  Units  deemed


                                       80
<PAGE>
owned  by the General Partner) that would be necessary to authorize or take such
action  at  a  meeting  at which all the Limited Partners were present and voted
(unless  such  provision  conflicts  with  any  rule,  regulation,  guideline or
requirement  of  any  National Securities Exchange on which the Units are listed
for  trading,  in  which  case the rule, regulation, guideline or requirement of
such  exchange  shall  govern).  Prompt notice of the taking of action without a
meeting shall be given to the Limited Partners who have not approved in writing.
The  General  Partner  may  specify that any written ballot submitted to Limited
Partners  for  the  purpose  of  taking  any  action  without a meeting shall be
returned to the Partnership within the time period, which shall be not less than
20  days,  specified  by  the  General  Partner.  If  a  ballot  returned to the
Partnership  does  not  vote  all of the Units held by the Limited Partners, the
Partnership  shall  be  deemed  to have failed to receive a ballot for the Units
that  were  not  voted.  If  approval of the taking of any action by the Limited
Partners  is  solicited  by any Person other than by or on behalf of the General
Partner,  the  written approvals shall have no force and effect unless and until
(a)  they are deposited with the Partnership in care of the General Partner, (b)
approvals sufficient to take the action proposed are dated as of a date not more
than  90  days  prior  to  the  date sufficient approvals are deposited with the
Partnership and (c) an Opinion of Counsel is delivered to the General Partner to
the  effect  that the exercise of such right and the action proposed to be taken
with respect to any particular matter (i) will not cause the Limited Partners to
be  deemed  to  be taking part in the management and control of the business and
affairs  of  the  Partnership  so as to jeopardize the Limited Partners' limited
liability,  and  (ii)  is  otherwise  permissible  under the state statutes then
governing  the  rights,  duties  and  liabilities  of  the  Partnership  and the
Partners.

     SECTION  13.12     Voting  and  Other  Rights.
                        --------------------------

     (a)     Only  those  Record  Holders  of  the  Units on the Record Date set
pursuant  to  Section 13.6 (and also subject to the limitations contained in the
definition  of  "Outstanding") shall be entitled to notice of, and to vote at, a
meeting  of  Limited  Partners or to act with respect to matters as to which the
holders  of  the  Outstanding  Units  have  the  right  to  vote  or to act. All
references  in  this  Agreement to votes of, or other acts that may be taken by,
the  Outstanding  Units shall be deemed to be references to the votes or acts of
the  Record  Holders  of  such  Outstanding  Units.

     (b)     With  respect  to  Units  that  are  held for a Person's account by
another  Person  (such  as  a  broker,  dealer,  bank, trust company or clearing
corporation,  or an agent of any of the foregoing), in whose name such Units are
registered,  such other Person shall, in exercising the voting rights in respect
of  such  Units  on  any matter, and unless the arrangement between such Persons
provides  otherwise,  vote  such Units in favor of, and at the direction of, the
Person  who  is  the  beneficial owner, and the Partnership shall be entitled to
assume  it  is so acting without further inquiry. The provisions of this Section
13.12(b)  (as well as all other provisions of this Agreement) are subject to the
provisions  of  Section  4.3.


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<PAGE>
                                   ARTICLE XIV

                                     MERGER

     SECTION  14.1     Authority.  The Partnership may merge or consolidate with
                       ---------
one  or  more  corporations,  limited  liability  companies,  business trusts or
associations, real estate investment trusts, common law trusts or unincorporated
businesses, including a general partnership or limited partnership, formed under
the  laws  of  any  state of the United States of America, pursuant to a written
agreement  of  merger  or  consolidation ("Merger Agreement") in accordance with
this  Article  XIV.

     SECTION  14.2     Procedure  for  Merger  or  Consolidation.  Merger  or
                       -----------------------------------------
consolidation of the Partnership pursuant to this Article XIV requires the prior
approval  of the General Partner. If the General Partner shall determine, in the
exercise  of  its  discretion,  to  consent  to the merger or consolidation, the
General  Partner  shall  approve  the  Merger  Agreement, which shall set forth:

     (a)  the  names  and  jurisdictions of formation or organization of each of
          the  business  entities  proposing  to  merge  or  consolidate;

     (b)  the name and jurisdiction of formation or organization of the business
          entity  that  is  to survive the proposed merger or consolidation (the
          "Surviving  Business  Entity");

     (c)  the  terms  and  conditions  of  the proposed merger or consolidation;

     (d)  the manner and basis of exchanging or converting the equity securities
          of  each  constituent  business entity for, or into, cash, property or
          general  or  limited  partner  interests,  rights,  securities  or
          obligations  of  the Surviving Business Entity; and (i) if any general
          or  limited partner interests, securities or rights of any constituent
          business  entity  are  not to be exchanged or converted solely for, or
          into,  cash, property or general or limited partner interests, rights,
          securities  or obligations of the Surviving Business Entity, the cash,
          property  or  general or limited partner interests, rights, securities
          or obligations of any limited partnership, corporation, trust or other
          entity (other than the Surviving Business Entity) which the holders of
          such general or limited partner interests, securities or rights are to
          receive  in  exchange  for,  or  upon  conversion  of their general or
          limited  partner interests, securities or rights, and (ii) in the case
          of  securities represented by certificates, upon the surrender of such
          certificates,  which  cash,  property  or  general  or limited partner
          interests, rights, securities or obligations of the Surviving Business
          Entity  or  any  general or limited partnership, corporation, trust or
          other  entity (other than the Surviving Business Entity), or evidences
          thereof,  are  to  be  delivered;

     (e)  a  statement  of  any  changes  in  the  constituent  documents or the
          adoption  of new constituent documents (the articles or certificate of
          incorporation, articles of trust, declaration of trust, certificate or
          agreement of limited partnership or other similar charter or governing
          document)  of  the  Surviving  Business  Entity  to  be  effected  by


                                       82
<PAGE>
          such  merger  or  consolidation;

     (f)  the  effective time of the merger, which may be the date of the filing
          of  the certificate of merger pursuant to Section 14.4 or a later date
          specified  in  or determinable in accordance with the Merger Agreement
          (provided,  that  if  the  effective time of the merger is to be later
          than  the  date  of  the  filing  of  the  certificate  of merger, the
          effective  time shall be fixed no later than the time of the filing of
          the  certificate  of  merger  and  stated  therein);  and

     (g)  such  other  provisions  with  respect  to  the  proposed  merger  or
          consolidation  as  are  deemed necessary or appropriate by the General
          Partner.

     SECTION  14.3     Approval  by Limited Partners of Merger or Consolidation.
                       --------------------------------------------------------

     (a)     Except  as  provided  in Section 14.3(d), the General Partner, upon
its  approval of the Merger Agreement, shall direct that the Merger Agreement be
submitted  to  a  vote  of  Limited Partners, whether at a special meeting or by
written  consent,  in either case in accordance with the requirements of Article
XIII.  A  copy  or  a  summary  of  the Merger Agreement shall be included in or
enclosed  with  the  notice  of  a  special  meeting  or  the  written  consent.

     (b)     Except  as  provided in Section 14.3(d), the Merger Agreement shall
be  approved  upon receiving the affirmative vote or consent of the holders of a
Unit  Majority  unless  the  Merger  Agreement  contains  any provision that, if
contained in an amendment to this Agreement, the provisions of this Agreement or
the Delaware Act would require for its approval the vote or consent of a greater
percentage  of  the  Outstanding  Units  or of any class of Limited Partners, in
which  case  such  greater  percentage  vote  or  consent  shall be required for
approval  of  the  Merger  Agreement.

     (c)     Except  as provided in Section 14.3(d), after such approval by vote
or  consent  of the Limited Partners, and at any time prior to the filing of the
certificate  of merger pursuant to Section 14.4, the merger or consolidation may
be  abandoned  pursuant  to provisions therefor, if any, set forth in the Merger
Agreement.

     (d)     Notwithstanding  anything  else contained in this Article XIV or in
this  Agreement,  the  General  Partner is permitted, in its discretion, without
Limited  Partner approval, to merge the Partnership or any Group Member into, or
convey  all  of  the  Partnership's  assets to, another limited liability entity
which  shall be newly formed and shall have no assets, liabilities or operations
at  the time of such Merger other than those it receives from the Partnership or
other Group Member if (i) the General Partner has received an Opinion of Counsel
that  the merger or conveyance, as the case may be, would not result in the loss
of the limited liability of any Limited Partner or any Group Member or cause the
Partnership  or  any  Group  Member to be treated as an association taxable as a
corporation  or  otherwise  to  be  taxed  as  an  entity for federal income tax
purposes  (to  the extent not previously treated as such), (ii) the sole purpose
of such merger or conveyance is to effect a mere change in the legal form of the
Partnership  into  another  limited  liability  entity  and  (iii) the governing
instruments  of  the  new  entity  provide  the Limited Partners and the General
Partner  with  the  same  rights  and  obligations  as  are  herein  contained.


                                       83
<PAGE>
     SECTION  14.4     Certificate of Merger.  Upon the required approval by the
                       ---------------------
General  Partner  and  the  Unitholders  of a Merger Agreement, a certificate of
merger  shall  be executed and filed with the Secretary of State of the State of
Delaware  in  conformity  with  the  requirements  of  the  Delaware  Act.

     SECTION  14.5     Effect  of  Merger.
                       ------------------

     (a)  At  the  effective  time  of  the  certificate  of  merger:

          (i)  all  of the rights, privileges and powers of each of the business
               entities that has merged or consolidated, and all property, real,
               personal  and  mixed,  and all debts due to any of those business
               entities  and  all other things and causes of action belonging to
               each of those business entities, shall be vested in the Surviving
               Business  Entity  and  after the merger or consolidation shall be
               the  property of the Surviving Business Entity to the extent they
               were  of  each  constituent  business  entity;

          (ii) the title to any real property vested by deed or otherwise in any
               of  those  constituent  business entities shall not revert and is
               not  in  any way impaired because of the merger or consolidation;

          (iii)  all  rights of creditors and all liens on or security interests
               in  property  of any of those constituent business entities shall
               be  preserved  unimpaired;  and

          (iv) all  debts,  liabilities and duties of those constituent business
               entities shall attach to the Surviving Business Entity and may be
               enforced  against  it  to  the  same  extent  as  if  the  debts,
               liabilities  and  duties  had  been incurred or contracted by it.

     (b)  A  merger or consolidation effected pursuant to this Article shall not
be  deemed  to  result in a transfer or assignment of assets or liabilities from
one  entity  to  another.

                                   ARTICLE XV

                               GENERAL PROVISIONS

     SECTION  15.1     Addresses  and  Notices.  Any  notice,  demand,  request,
                       -----------------------
report or proxy materials required or permitted to be given or made to a Partner
or  Assignee  under this Agreement shall be in writing and shall be deemed given
or  made when delivered in person or when sent by first class United States mail
or  by  other  means  of written communication to the Partner or Assignee at the
address  described below. Any notice, payment or report to be given or made to a
Partner or Assignee hereunder shall be deemed conclusively to have been given or
made,  and  the obligation to give such notice or report or to make such payment
shall  be deemed conclusively to have been fully satisfied, upon sending of such
notice, payment or report to the Record Holder of such Partnership Securities at
his  address as shown on the records of the Transfer Agent or as otherwise shown
on  the  records  of  the  Partnership,  regardless  of  any  claim


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<PAGE>
of  any Person who may have an interest in such Partnership Securities by reason
of  any  assignment  or  otherwise. An affidavit or certificate of making of any
notice, payment or report in accordance with the provisions of this Section 16.1
executed  by the General Partner, the Transfer Agent or the mailing organization
shall be prima facie evidence of the giving or making of such notice, payment or
report.  If  any  notice,  payment or report addressed to a Record Holder at the
address of such Record Holder appearing on the books and records of the Transfer
Agent  or the Partnership is returned by the United States Postal Service marked
to  indicate that the United States Postal Service is unable to deliver it, such
notice, payment or report and any subsequent notices, payments and reports shall
be  deemed  to  have been duly given or made without further mailing (until such
time  as such Record Holder or another Person notifies the Transfer Agent or the
Partnership of a change in his address) if they are available for the Partner or
Assignee  at  the  principal  office of the Partnership for a period of one year
from  the  date of the giving or making of such notice, payment or report to the
other  Partners  and  Assignees.  Any  notice to the Partnership shall be deemed
given  if  received  by  the  General  Partner  at  the  principal office of the
Partnership designated pursuant to Section 2.3. The General Partner may rely and
shall  be  protected  in relying on any notice or other document from a Partner,
Assignee  or  other  Person  if  believed  by  it  to  be  genuine.

     SECTION 15.2     Further Action.  The parties shall execute and deliver all
                      --------------
documents, provide all information and take or refrain from taking action as may
be  necessary  or  appropriate  to  achieve  the  purposes  of  this  Agreement.

     SECTION 15.3     Binding Effect.  This Agreement shall be binding upon and
                      --------------
inure  to  the  benefit  of  the  parties  hereto  and  their  heirs, executors,
administrators,  successors,  legal  representatives  and  permitted  assigns.

     SECTION 15.4     Integration.  This  Agreement  constitutes  the  entire
                      -----------
agreement  among  the parties hereto pertaining to the subject matter hereof and
supersedes  all  prior  agreements  and  understandings  pertaining  thereto.

     SECTION 15.5     Creditors.  None of the provisions of this Agreement shall
                      ---------
be  for  the  benefit  of,  or  shall  be  enforceable  by,  any creditor of the
Partnership.

     SECTION 15.6     Waiver.  No failure by any party to insist upon the strict
                      ------
performance  of  any covenant, duty, agreement or condition of this Agreement or
to  exercise  any  right  or  remedy  consequent  upon  a  breach  thereof shall
constitute  waiver  of any such breach of any other covenant, duty, agreement or
condition.

     SECTION 15.7     Counterparts.  This  Agreement  may  be  executed  in
                      ------------
counterparts, all of which together shall constitute an agreement binding on all
the parties hereto, notwithstanding that all such parties are not signatories to
the  original  or  the  same  counterpart. Each party shall become bound by this
Agreement  immediately  upon  affixing its signature hereto or, in the case of a
Person  acquiring a Unit, upon accepting the certificate evidencing such Unit or
executing  and  delivering  a  Transfer  Application  as  herein  described,
independently  of  the  signature  of  any  other  party.


                                       85
<PAGE>
     SECTION  15.8     Applicable  Law.  This  Agreement  shall  be construed in
                       ---------------
accordance  with  and  governed  by  the  laws of the State of Delaware, without
regard  to  the  principles  of  conflicts  of  law.

     SECTION  15.9     Invalidity  of  Provisions.  If  any  provision  of  this
                       --------------------------
Agreement  is  or  becomes invalid, illegal or unenforceable in any respect, the
validity,  legality  and  enforceability  of  the remaining provisions contained
herein  shall  not  be  affected  thereby.

     SECTION  15.10     Consent  of  Partners.  Each  Partner  hereby  expressly
                        ---------------------
consents  and  agrees  that,  whenever in this Agreement it is specified that an
action may be taken upon the affirmative vote or consent of less than all of the
Partners,  such  action may be so taken upon the concurrence of less than all of
the  Partners  and  each  Partner  shall be bound by the results of such action.

                         [Signatures on following page]


                                       86
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                        GENERAL PARTNER:

                                        RIO VISTA GP LLC

                                        By:/s/ Richard Shore, Jr.
                                           --------------------------------
                                               Richard Shore, Jr.,
                                               President


                                        ORGANIZATIONAL LIMITED PARTNER:

                                        PENN OCTANE CORPORATION


                                        By:/s/ Richard Shore, Jr.
                                           --------------------------------
                                               Richard Shore, Jr.,
                                               President


                                        LIMITED PARTNERS:

                                        All Limited Partners now and hereafter
                                        admitted as Limited Partners  of the
                                        Partnership, pursuant to powers  of
                                        attorney now and hereafter executed in
                                        favor of, and granted and delivered to
                                        the General Partner.

                                        RIO VISTA GP LLC


                                        By:/s/ Richard Shore, Jr.
                                           --------------------------------
                                               Richard Shore, Jr.,
                                               President


                                       87
<PAGE>
                                    EXHIBIT A
                        TO THE FIRST AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                         RIO VISTA ENERGY PARTNERS L.P.
                       CERTIFICATE EVIDENCING COMMON UNITS
                    REPRESENTING LIMITED PARTNER INTERESTS IN
                         RIO VISTA ENERGY PARTNERS L.P.

No.                                                                Common  Units
     In  accordance with Section 4.1 of the First Amended and Restated Agreement
of  Limited  Partnership  of  Rio  Vista  Energy  Partners  L.P.,  as  amended,
supplemented  or  restated  from time to time (the "Partnership Agreement"), Rio
Vista  Energy Partners L.P., a Delaware limited partnership (the "Partnership"),
hereby  certifies that _______________ (the "Holder") is the registered owner of
Common  Units  representing  limited  partner  interests in the Partnership (the
"Common  Units")  transferable  on the books of the Partnership, in person or by
duly  authorized  attorney, upon surrender of this Certificate properly endorsed
and  accompanied  by  a properly executed application for transfer of the Common
Units  represented  by this Certificate. The rights, preferences and limitations
of  the Common Units are set forth in, and this Certificate and the Common Units
represented  hereby are issued and shall in all respects be subject to the terms
and  provisions  of,  the  Partnership  Agreement.  Copies  of  the  Partnership
Agreement  are  on  file at, and will be furnished without charge on delivery of
written  request  to the Partnership at, the principal office of the Partnership
located at 820 Gessner Road, Suite 1285, Houston, Texas 77024. Capitalized terms
used  herein  but  not  defined  shall  have  the  meanings  given  them  in the
Partnership  Agreement.

     The  Holder, by accepting this Certificate, is deemed to have (i) requested
admission  as,  and  agreed  to  become, a Limited Partner and to have agreed to
comply with and be bound by and to have executed the Partnership Agreement, (ii)
represented  and  warranted  that  the Holder has all right, power and authority
and,  if  an  individual,  the  capacity necessary to enter into the Partnership
Agreement,  (iii) granted the powers of attorney provided for in the Partnership
Agreement  and  (iv)  made  the  waivers  and  given  the consents and approvals
contained  in  the  Partnership  Agreement.

     This  Certificate  shall  not  be  valid far any purpose unless it has been
countersigned  and  registered  by  the  Transfer  Agent  and  Registrar.

Dated:____________________               RIO  VISTA  ENERGY  PARTNERS  L.P.

Countersigned and Registered by:         By:  Rio Vista GP LLC,
                                         its General Partner

___________________________________      By:____________________________________
as  Transfer  Agent  and  Registrar      Name:__________________________________

By:________________________________      By:____________________________________
     Authorized Signature                     Secretary


                                       88
<PAGE>
                            [REVERSE OF CERTIFICATE]

                                  ABBREVIATIONS

     The  following  abbreviations,  when used in the inscription on the face of
this  Certificate, shall be construed as follows according to applicable laws or
regulations:

<TABLE>
<CAPTION>
<S>         <C>                                       <C>
TEN COM --  as tenants in common                      UNIF GIFT/TRANSFERS MIN ACT
TEN ENT --  as tenants by the entireties Custodian
                                                      (Cust)         (Minor)
JT TEN --   as joint tenants with right of            under Uniform Gifts/Transfers to CD
            survivorship and not as tenants in        Minors Act (State)
            Common
</TABLE>

     Additional  abbreviations,  though not in the above list, may also be used.

                           ASSIGNMENT OF COMMON UNITS
                                       IN
                         RIO VISTA ENERGY PARTNERS L.P.
              IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
                          DUE TO TAX SHELTER STATUS OF
                         RIO VISTA ENERGY PARTNERS L.P.

     You  have  acquired  an  interest  in  Rio  Vista Energy Partners L.P., 820
Gessner  Road,  Suite  1285, Houston, Texas 77024, whose taxpayer identification
number  is 20-0153267.  The Internal Revenue Service has issued Rio Vista Energy
Partners  L.P.  the  following  tax  shelter  registration  number:

     YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE SERVICE IF
YOU  CLAIM ANY DEDUCTION, LOSS, CREDIT OR OTHER TAX BENEFIT OR REPORT ANY INCOME
BY  REASON  OF  YOUR  INVESTMENT  IN  RIO  VISTA  ENERGY  PARTNERS  L.P.

     You  must  report  the registration number as well as the name and taxpayer
identification  number of Rio Vista Energy Partners L.P. on Form 8271. FORM 8271
MUST BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS, CREDIT OR
OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN RIO VISTA
ENERGY  PARTNERS  L.P.

     If  you transfer your interest in Rio Vista Energy Partners L.P. to another
person,  you  are  required  by  the  Internal  Revenue  Service  to keep a list
containing  (a)  that person's name, address and taxpayer identification number,
(b) the date on which you transferred the interest and (c) the name, address and
tax  shelter registration number of Rio Vista Energy Partners L.P. If you do not
want  to  keep such a list, you must (1) send the information specified above to
the  Partnership,  which will keep the list for this tax shelter, and (2) give a
copy  of  this  notice  to  the  person to whom you transfer your interest. Your
failure  to comply with any of the above-described responsibilities could result
in  the  imposition  of  a  penalty  under  Section  6707(b)  or


                                       89
<PAGE>
6708(a) of the Internal Revenue Code of 1986, as amended, unless such failure is
shown  to  be  due  to  reasonable  cause.

     ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT OR
THE  CLAIMED  TAX  BENEFITS  HAVE  BEEN  REVIEWED,  EXAMINED  OR APPROVED BY THE
INTERNAL  REVENUE  SERVICE.

     FOR VALUE RECEIVED,  ___________________ hereby assigns, conveys, sells and
transfers  unto



_____________________________________      _____________________________________
(Please print or typewrite name and        (Please insert Social Security or
address  of  Assignee)                     other identifying  number  of
                                           Assignee)


                                       90
<PAGE>
_________  Common Units representing limited partner interests evidenced by this
Certificate,  subject  to the Partnership Agreement, and does hereby irrevocably
constitute  and  appoint  ____________________ as its attorney-in-fact with full
power  of  substitution  to  transfer  the same on the books of Rio Vista Energy
Partners  L.P.

Date:_________________        NOTE:  The  signature  to  any  endorsement hereon
                              must  correspond with the name as written upon the
                              face  of  this  Certificate  in  every particular,
                              without  alteration,  enlargement  or  change.


SIGNATURE(S)  MUST  BE  GUARANTEED         _____________________________________
BY  A  MEMBER  FIRM  OF  THE  NATIONAL     Signature
ASSOCIATION  OF  SECURITIES  DEALERS,
INC.  OR  BY  A  COMMERCIAL  BANK
OR  TRUST  COMPANY  SIGNATURE(S)           _____________________________________
GUARANTEED                                 Signature

     No  transfer of the Common Units evidenced hereby will be registered on the
books  of the Partnership, unless the Certificate evidencing the Common Units to
be  transferred  is  surrendered for registration or transfer and an Application
for Transfer of Common Units has been executed by a transferee either (a) on the
form  set forth below or (b) on a separate application that the Partnership will
furnish  on  request without charge. A transferor of the Common Units shall have
no  duty to the transferee with respect to execution of the transfer application
in  order  for  such  transferee  to  obtain registration of the transfer of the
Common  Units.


                                       91
<PAGE>
                    APPLICATION FOR TRANSFER OF COMMON UNITS

     The undersigned ("Assignee") hereby applies for transfer to the name of the
Assignee  of  the  Common  Units  evidenced  hereby.

     The  Assignee  (a)  requests admission as a Substituted Limited Partner and
agrees  to  comply  with  and  be bound by, and hereby executes, the Amended and
Restated Agreement of Limited Partnership of Rio Vista Energy Partners L.P. (the
"Partnership"),  as  amended,  supplemented  or restated to the date hereof (the
"Partnership  Agreement"), (b) represents and warrants that the Assignee has all
right,  power  and  authority  and,  if an individual, the capacity necessary to
enter  into  the  Partnership Agreement, (c) appoints the General Partner of the
Partnership  and,  if  a  Liquidator  shall  be appointed, the Liquidator of the
Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge
and  file any document, including, without limitation, the Partnership Agreement
and  any  amendment  thereto  and  the Certificate of Limited Partnership of the
Partnership  and  any  amendment  thereto,  necessary  or  appropriate  for  the
Assignee's  admission  as  a  Substituted  Limited Partner and as a party to the
Partnership  Agreement,  (d)  gives  the  powers of attorney provided for in the
Partnership  Agreement,  and  (e)  makes  the waivers and gives the consents and
approvals  contained in the Partnership Agreement. Capitalized terms not defined
herein  have  the  meanings assigned to such terms in the Partnership Agreement.

Date:_________________________

___________________________________________     ________________________________
Social Security or other identifying number     Signature of Assignee

____________________________________________    ________________________________
Purchase Price including commissions, if any    Name and Address of Assignee

Type of Entity (check one):

[ ] Individual          [ ] Partnership               [ ] Corporation
[ ] Trust               [ ] Other  (specify)

Nationality  (check  one):

[ ] U.S. Citizen, Resident or Domestic Entity
[ ] Foreign Corporation          [ ] Non-resident Alien

     If  the  U.S.  Citizen,  Resident  or  Domestic  Entity box is checked, the
following  certification  must  be  completed.

     Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the
"Code"),  the Partnership must withhold tax with respect to certain transfers of
property  if  a holder of an interest in the Partnership is a foreign person. To
inform  the  Partnership  that  no  withholding  is


                                       92
<PAGE>
required  with  respect  to the undersigned Interestholder's interest in it, the
undersigned  hereby  certifies  the  following (or, if applicable, certifies the
following  on  behalf  of  the  Interestholder).

Complete  Either  A  or  B:

A.     Individual Interestholder

     1.   I am not a non-resident alien for purposes of U.S. income taxation.

     2.   My U.S. taxpayer identification number (Social Security Number) is
          ________________________.

     3.   My home address is
          ________________________________________________________________.

B.     Partnership, Corporation or Other Interestholder

     1.   ____________________________  is  not  a  foreign corporation, foreign
          partnership,  foreign trust (Name of Interestholder) or foreign estate
          (as  those  terms  are  defined in the Code and Treasury Regulations).

     2.   The  Interestholder's  U.S.  employer  identification  number  is
          _____________________________

     3.   The  Interestholder's  office  address  and place of incorporation (if
          applicable)  is  ________________  .

     The  Interestholder agrees to notify the Partnership within sixty (60) days
of  the  date  the  Interestholder  becomes  a  foreign  person.

     The  Interestholder  understands  that this certificate may be disclosed to
the  Internal  Revenue  Service  by the Partnership and that any false statement
contained  herein  could  be  punishable  by  fine,  imprisonment  or  both.

     Under  penalties  of  perjury,  I  declare  that  I  have  examined  this
certification and to the best of my knowledge and belief it is true, correct and
complete  and,  if  applicable,  I further declare that I have authority to sign
this  document  on  behalf  of:

                                   _______________________________________
                                   Name of Interestholder

                                   _______________________________________
                                   Signature and Date

                                   _______________________________________
                                   Title (if applicable)


                                       93
<PAGE>
     Note:  If  the  Assignee is a broker, dealer, bank, trust company, clearing
corporation,  other  nominee  holder or an agent of any of the foregoing, and is
holding  for  the  account  of  any  other  person,  this  application should be
completed  by  an  officer  thereof  or, in the case of a broker or dealer, by a
registered  representative  who  is a member of a registered national securities
exchange  or  a  member of the National Association of Securities Dealers, Inc.,
or,  in  the  case  of  any  other nominee holder, a person performing a similar
function.  If  the  Assignee  is a broker, dealer, bank, trust company, clearing
corporation,  other nominee owner or an agent of any of the foregoing, the above
certification  as to any person for whom the Assignee will hold the Common Units
shall  be  made  to  the  best  of  the  Assignee's  knowledge.


                                       94
<PAGE>

</TEXT>
</DOCUMENT>
