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LIMITED PARTNERSHIP AGREEMENT

This Agreement of Limited Partnership of the _____________Limited Partnership, a

______________________ limited partnership, is entered into on ____________, between

___________________________, a _______________________corporation, as General Partner,

and the persons executing the attached signature pages as Limited Partners.

ARTICLE 1

NAME

1.1. Name. The name of the Partnership is "____________ Limited Partnership," duly

organized as a limited partnership under the laws of the State of California by the filing of a

Certificate of Limited Partnership admitted to record in the office of the California Secretary of

State on _______________________.

1.2. Other Names. Partnership business shall be conducted under such names as the General

Partner may from time to time deem necessary or advisable, provided that the appropriate

amendments to this Agreement and/or necessary filings under applicable assumed or fictitious

name statutes are first obtained.

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 ARTICLE 2

PARTNERSHIP OFFICES

2.1. Accounting and Records Office. The Partnership office where records required to be kept

by the provisions of the California Corporations Code is _______________________. The

Partnership business office shall be at the same address, or at such other place as the General

Partner may, from time to time, designate by notice to the Limited Partners.

2.2. Additional Offices. The Partnership may have such additional offices as the General

Partner may, from time to time, deem necessary or advisable.

ARTICLE 3

PURPOSE AND BUSINESS OF THE PARTNERSHIP

3.1. The purpose and business of the Partnership shall be to acquire, hold for investment,

mortgage, manage, operate, lease (whether as lessor or lessee), refinance, build, develop, restore,

provide through easements and otherwise for continuing preservation, and sell properties of

historic significance in _______________________, and throughout the United States; to engage

in any and all activities incidental or related to the above including, but not limited to the

opening, maintaining and closing of banking accounts at financial institutions selected by the

General Partner in the Partnership name, the borrowing of money in the Partnership name and

the pledging of Partnership assets for those transactions; and in all respects to act as an owner

and operator of real and personal property, upon and subject to the terms and conditions of this

Agreement.

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 ARTICLE 4

TERM OF THE PARTNERSHIP

The Partnership was formed pursuant to the California Uniform Limited Partnership Act

of 2008 on _______________________, and its term shall terminate no later than February 1,

2095, unless extended by unanimous approval of all Partners, at which time the Partnership is to

be dissolved and its affairs wound up, unless sooner terminated as provided in this Agreement.

ARTICLE 5

DEFINITIONS

Certain terms employed in this Agreement shall have the following meanings:

5.1. "Act" shall mean the California Uniform Limited Partnership Act of 2008, as set forth in

the California Corporations Code as amended.

5.2. "Adjusted Capital Contributions" shall mean all cash contributions made by a Limited

Partner or his or her successor in interest on or by a particular date minus all Cash from Capital

Transactions allocated and distributed to that Limited Partner or his or her predecessor in interest

on or by that date.

5.3. "Affiliate" of a person shall mean (i) any officer, director, trustee, general partner,

employee or holder of ten percent or more of any class of the voting securities of or equal

interest in that person; (ii) any corporation, partnership, trust or other entity controlling,

controlled by or under common control with that person; (iii) any officer director, trustee, general

partner, employee or holder of ten percent or more of the outstanding voting securities of any

corporation, partnership, trust or other entity controlling, controlled by or under common control

with that person; and (iv) any relative or spouse of any natural person included in (i) or (iii)

above, any one of whom has the same home as that natural person.

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5.4. "Agreement" shall mean this Agreement of Limited Partnership and the Certificate of

Limited Partnership filed in the office of the Secretary of State on _______________________as

either may be amended from time to time.

5.5. "Agreement of Purchase" shall mean any agreement between the General Partner and

seller entered into on behalf of this Partnership for purchase of real estate or financial instrument.

5.6. "Assignee" shall mean any person who acquires a beneficial interest in a Unit but who is

not a Substitute Limited Partner.

5.7. "Assets" shall mean the tangible and intangible personal and real property of the

Partnership, including, but not limited to, the Property, and all other assets, capital or otherwise

which are used for the production of income.

5.8. "Capital Account" shall mean an individual account to be maintained for each of the

Partners in accordance with the following: (A) the account shall be increased by (i) the amount

of any money contributed by that Partner to the Partnership, (ii) the fair market value of any

property (net of liabilities to which that property is subject or which are assumed by the

Partnership in connection with the contribution of that property) contributed by that Partner to

the Partnership, (iii) that Partner's share of Income of the Partnership, (iv) that Partner's share

(determined in the same manner as that Partner's share of Income allocated pursuant to Section

11.1 of this Agreement) of income exempt from federal income tax, and (v) any other items that

require an increase to the Capital Account under Treasury Regulations 1.704-1(b)(2)(iv); (B)

the account shall be decreased by (i) Cash Distributions to that Partner, (ii) the fair market value

of any property (net of liabilities to which that property is subject or which are assumed by that

Partner in connection with the distribution of that property) distributed to that Partner, (iii) that

Partner's share of Losses, and (iv) that Partner's pro rata share (determined in the same manner as

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that Partner's share of Losses allocated pursuant to Section 11.1 of this Agreement) of any

expenditures of the Partnership set forth in IRC 705(a)(2)(B) or treated as Section 705(a)(2)(B)

expenditures pursuant to Treasury Regulations 1.704-1(b)(2)(iv), and (v) any other items that

require the Capital Account to be decreased pursuant to Treasury Regulations 1.704(1)(b)(2)

(iv); and (C) the account otherwise shall be adjusted to comply with Treasury Regulations

1.704-1(b)(2)(iv).

It is the intent of this Agreement to comply with the rules set forth at Treasury

Regulations 1.704-1(b) with respect to the maintenance of Capital Accounts in order that the

Partnership's allocations will have substantial economic effect within the meaning of the

Regulations, and the above definition of Capital Account and this Agreement shall be interpreted

accordingly. By way of example and not of limitation of the adjustments to be made to the

Capital Accounts in accordance with Treasury Regulations 1.704-1(b)(2)(iv), the following

items shall be allocated and reflected as adjustments in the Capital Accounts:

(i) All adjustments required by IRC 704(c) shall be made in the Partners' Capital

Accounts,

(ii) Any increase in the adjusted tax basis of any "Section 38" property of the Partnership

under IRC 48(q)(2) shall be allocated among the Partners in the same proportion as the

investment tax credit from that property is recaptured by the Partners under Treasury Regulations

1.48-6 and shall be reflected as an increase in their Capital Accounts, and any reduction in the

adjusted tax basis of any "Section 38" property of the Partnership under IRC 48(q)(1) or 48(q)

(3) shall be allocated among the Partners in the same proportion as the adjusted tax basis or cost

of the property is allocated pursuant to Treasury Regulations 1.48-3(f), or 1.48-8(a) and shall be

reflected as a decrease in their Capital Accounts,

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 (iii) All expenditures classified as organization expenses pursuant to Treasury

Regulations 1.709-1 shall be allocated to the Limited Partners in proportion to the number of

Units owned by each at the time those expenses are incurred and shall be reflected as a decrease

in their Capital Accounts, and

(iv) Any other items not otherwise allocated under this Agreement shall be allocated

among the Partners as may be required by the Regulations or, if not dealt with in the Regulations,

in the same proportions provided for in Section 11.1.

The General Partner is authorized to maintain the Capital Accounts of the Partners in a

manner that differs from this Agreement to the extent advised to do so by the Partnership's

accountants or legal counsel and only to the extent necessary to comply with Treasury

Regulations 1.704-1(b), and no amendment of this Agreement or approval of any Partner shall

be required in that connection.

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