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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

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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.

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

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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

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).

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