AGREEMENT OF LIMITED PARTNERSHIP OF BHDGI, LTD

Limited Partnership Agreement

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Title: AGREEMENT OF LIMITED PARTNERSHIP OF BHDGI, LTD
Governing Law: Texas Date: 10/12/2005

Exhibit 99.1

AGREEMENT OF LIMITED PARTNERSHIP OF

BHDGI, LTD.

THIS AGREEMENT OF LIMITED PARTNERSHIP (the "AGREEMENT") is made and

entered into effective as of the ___ day of ________, 2005, by and among

GRAYBIRD DEVELOPERS, LLC, a Texas limited liability company (the "GENERAL

PARTNER"), BEHRINGER HARVARD SHORT-TERM OPPORTUNITY FUND I LP, a Texas limited

partnership ("BH INVESTOR"), and DAVID L. GRAY ("GRAY").

ARTICLE I.

FORMATION, NAME, PRINCIPAL PLACE OF BUSINESS - AGENT

PURPOSES, TERM AND DEFINITIONS

1.1 FORMATION. For and in consideration of the mutual covenants

herein contained, the Partners hereby form a limited partnership (hereinafter

the "PARTNERSHIP") under and pursuant to the Texas Revised Limited Partnership

Act, Tex. Rev. Civ. Stat. Ann., art 6132a-1 (such Act hereinafter referred to as

"TRLPA"). The Partnership shall be governed by TRLPA. The Certificate (as

hereinafter defined) has been or shall promptly be filed and recorded in such

office and places as is required by TRLPA.

1.2 NAME. The business of the Partnership shall be conducted under

the name of "BHDGI, LTD."

1.3 PARTNERSHIP OFFICE, REGISTERED OFFICE AND REGISTERED AGENT. The

Partnership shall maintain its principal office in the State of Texas at 5435

Preston Fairways Circle, Dallas, Texas 75252, or at such other place as the

General Partner, subject to Approval by Partnership Vote, may from time to time

designate. The Registered Office in the State of Texas is 5435 Preston Fairways

Circle, Dallas, Texas 75252, and the agent for service of process at such

address shall be David L. Gray. The Partnership may maintain such different or

additional offices as the General Partner may determine, subject to Approval by

Partnership Vote.

1.4 PURPOSES. The nature and business of the Partnership and the

purposes to be conducted and promoted by the Partnership are to engage solely in

the following activities:

(a) To acquire, own, develop, maintain, operate, manage,

finance (including pursuant to the Mortgage Loan, as hereinafter defined),

lease, refinance, and sell or exchange the Property (as hereinafter defined);

and

(b) To exercise all powers enumerated in TRLPA or this

Agreement necessary or convenient to the conduct, promotion or attainment of the

business or purposes set forth in Section 1.4(a).

1.5 TERM. The Partnership shall continue until December 31, 2055,

unless the Partnership is terminated sooner pursuant to Article XII.

1.6 DEFINITIONS. As used in this Agreement, unless the context

clearly requires otherwise, the following words and phrases shall have the

following meanings:

"ADDITIONAL CAPITAL CONTRIBUTIONS" means all amounts contributed

(or deemed to be contributed) to the Partnership as additional Capital

Contributions by the Partners under Section 3.2.

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"ADJUSTMENT DATE" means the close of business on the last day of

any fiscal year of the Partnership.

"AFFILIATE" means, with respect to any Person (a) any other

Person, directly or indirectly controlling, controlled by or under common

control with such Person; (b) any Person owning or controlling ten percent (10%)

or more of the outstanding voting securities of such specified Person; (c) any

officer, director, partner, member or trustee of such specified Person; and (d)

if any Person who is an Affiliate is an officer, director, partner, member or

trustee of another Person, such other Person. The term "control" shall mean the

ability, directly or indirectly, to control the management of an entity.

"AGREEMENT" means this Agreement of Limited Partnership.

"APPROVAL BY PARTNERSHIP VOTE" means approval by the General

Partner and the Class A Limited Partner pursuant to a Partnership Vote.

"ASSETS" means all of the assets of the Partnership (including,

without limitation, the Property).

"CAPITAL ACCOUNT" means, with respect to each Partner, the

account established and maintained on the books and records of the Partnership

for each Partner pursuant to Section 3.3 below, adjusted as provided for

therein.

"CAPITAL CONTRIBUTION" means the amount of money and the Gross

Asset Value of other property or consideration contributed to the capital of the

Partnership by a Partner.

"CAPITAL CONTRIBUTION BALANCE" means, (i) for the Class A

Limited Partner, the cumulative Capital Contributions of that Partner less the

cumulative distributions to that Partner in return thereof pursuant to Sections

6.1(a) and 6.2(a); and (ii) for each of the Class B Partners, the cumulative

Capital Contributions of that Partner less the cumulative distributions to that

Partner in return thereof pursuant to Section 6.1(b) or 6.2(b) hereof.

"CAPITAL TRANSACTION" means any transaction pursuant to which

(i) the Partnership sells all or substantially all of the Property; or (ii) the

Partnership obtains permanent mortgage financing with a term of five (5) years

or more secured by all or substantially all of the Property. It is expressly

agreed that a Mortgage Loan obtained by the Partnership to provide acquisition

or development financing shall not be considered a Capital Transaction, nor

shall any revolving credit loan, line of credit loan, or similar lending

arrangement made by the Partnership be considered a Capital Transaction.

"CASH NEEDS" has the meaning set forth in Section 3.2.

"CERTIFICATE" means the Certificate of Limited Partnership of

the Partnership.

"CLASS A LIMITED PARTNER" means BH Investor and any successors,

assigns, substitutions or replacements thereof in accordance with this

Agreement.

"CLASS A LIMITED PARTNERSHIP PERCENTAGE" means, with respect to

each Class A Limited Partner, the percentage set forth opposite such Class A

Limited Partner's name on the attached EXHIBIT B.

"CLASS B LIMITED PARTNER" means David L. Gray and any

successors, assigns, substitutions or replacements thereof in accordance with

this Agreement.

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"CLASS B PARTNERSHIP PERCENTAGE" means, with respect to each

Class B Partner, the percentage set forth opposite such Class B Partner's name

on the attached EXHIBIT B.

"CLASS B PARTNERS" means the General Partner, the Class B

Limited Partner, and any successors, assigns, substitutions or replacements

thereof in accordance with this Agreement.

"CODE" means the Internal Revenue Code of 1986 as it may be

amended or revised from time to time, or any provision of succeeding law.

"DEPRECIATION" means, with regard to any Partnership asset for

any fiscal year or other period, the depreciation, depletion or amortization, as

the case may be, allowed or allowable for federal income tax purposes; provided,

however, that if there is a difference between the Gross Asset Value and the

adjusted tax basis of such asset, Depreciation shall mean "book depreciation,

depletion or amortization" as determined under Section 1.704-1(b)(2)(iv)(g)(3)

of the Regulations.

"DEVELOPER" means MSDL, Inc., a Texas corporation.

"DEVELOPMENT AGREEMENT" means a Development Agreement by and

between the Partnership and Developer providing for the performance by Developer

of development services with respect to the Property and payment by the

Partnership of a development fee to Developer, to be entered into by the General

Partner, on behalf of the Partnership, in accordance with the provisions of

Section 4.7(a) hereof.

"DISTRIBUTABLE CASH" means all cash, revenues, and funds

received by the Partnership, and any amounts released from Reserves to the

extent the General Partner deems that the amount released is no longer required

to be retained in Reserves, less the sum of the following to the extent paid or

set aside by the Partnership: (a) all principal and interest payments on

indebtedness of the Partnership (including any Mortgage Loan) and all other sums

paid to lenders; (b) all cash expenditures incurred incident to the normal

operation of the Partnership business; (c) such amounts as may be added to

Reserves as the General Partner, deems reasonably necessary to the proper

operation of the Partnership's business.

"EQUITY INVESTORS" means the limited partners in BH Investor.

"GENERAL PARTNER" means Graybird Developers, LLC, a Texas

limited liability company, and any other Person who has been admitted as a

General Partner in the Partnership pursuant to the provisions of this Agreement.

"GROSS ASSET VALUE" means, except as set forth below, the

adjusted basis of an asset for federal income tax purposes:

(a) The initial Gross Asset Value of any asset contributed

by a Partner to the Partnership shall be the gross fair market value of such

asset at the time of contribution, as determined by Approval by Partnership

Vote;

(b) The Gross Asset Value of all Partnership assets shall be

adjusted to equal their respective gross fair market values, as determined by

Approval by Partnership Vote, as of the following times: (i) the acquisition of

an additional interest in the Partnership by any new or existing Partners in

exchange for more than a DE MINIMIS Capital Contribution and any such other time

as the General Partner, subject to Approval by Partnership Vote, reasonably

determines that such adjustment is necessary or appropriate to reflect the

relative economic interest of the Partners in the Partnership; (ii) the

distribution

<PAGE>

by the Partnership to a Partner of more than a DE MINIMIS amount of Partnership

property as consideration for an interest in the Partnership and any such other

time as the General Partner, subject to Approval by Partnership Vote, reasonably

determines that such adjustment is necessary or appropriate to reflect the

relative economic interests of the Partners in the Partnership; and (iii) the

liquidation of the Partnership within the meaning of Regulations Section

1.704-1(b)(2)(ii)(g);

distributed to any Partner shall be the gross fair market value of such asset on

the date of distribution, as determined by the General Partner subject to

Approval by Partnership Vote; and

(d) The Gross Asset Values of Partnership assets shall be

increased or decreased to reflect any adjustments to the adjusted basis of such

assets pursuant to Code Section 734(b) or Code Section 743(b) as determined by

the General Partner subject to Approval by Partnership Vote, but only to the

extent that such adjustments are taken into account in determining Capital

Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations; provided,

however, that Gross Asset Values shall not be adjusted pursuant to this

subsection (d) to the extent the General Partner, subject to Approval by

Partnership Vote, determines that an adjustment pursuant to subsection (b)

hereof is necessary or appropriate in connection with a transaction that would

otherwise result in an adjustment pursuant this subsection (d).

(e) After the Gross Asset Value of an asset has been

determined or adjusted pursuant to subsections (a), (b), or (d) hereof, Gross

Asset Value will be adjusted by the Depreciation taken into account with respect

to the asset for purposes of computing Profits or Losses. If the Gross Asset

Value of an asset has been determined or adjusted pursuant to subsections (a),

(b), (c) or (d) of this provision, such Gross Asset Value shall thereafter be

computed in accordance with Section 1.704-1(b)(2)(iv) of the Regulations.

"HPT" means HPT Management Services LP, a Texas limited

partnership.

"IMPROVEMENTS" means any improvements and related amenities now

located or to be constructed on the Property.

"INITIAL CAPITAL CONTRIBUTIONS" means all amounts contributed

(or deemed to be contributed) to the Partnership as a Capital Contribution by

the Partners under Section 3.1.

"IRR" means, as to the Equity Investors, the actual internal

rate of return on the investment made by the Equity Investors in respect of the

Partnership, as calculated by the Class A Limited Partner and reasonably

approved by the Class B Partner, on an annual basis taking into consideration

the timing and amount of the investments made by the Equity Investors in respect

of the Partnership as well as the timing and amount of all distributions

received as a result of such investment. For purposes of calculating the IRR,

the investment made by the Equity Investors in respect of the Partnership

consists of the capital contributions made by the Equity Investors to BH

Investor and invested in the Partnership and, subject to the limitations set

forth in Section 14.4 hereof, all commissions, fees (including, without

limitation, an annual asset management fee equal to three-fourths of one percent

(0.75%) of the aggregate book value of the assets of the Partnership) and

expenses paid by the Equity Investors in respect of investing in BH Investor or

the Partnership. Furthermore, for purposes of calculating the IRR, all Property

owned by the Partnership shall be treated as a single investment and the income

from the Property owned by the Partnership shall be treated as from a single

source, and no debt of the Partnership shall be allocated to the Class B

Partners as an investment in the Partnership.

<PAGE>

"LIMITED PARTNER" means each Class A Limited Partner and each

Class B Limited Partner, and any other Person that is admitted as a limited

partner in the Partnership pursuant to the provisions of Article VIII, and

"LIMITED PARTNERS" means collectively all of such Limited Partners.

"MAJOR DECISION" has the meaning set forth in Section 4.3 of

this Agreement.

"MORTGAGE LOAN" shall mean any mortgage loan encumbering the

Property borrowed by the Partnership and used either (a) to acquire the

Property, or (b) to develop the Property.

"NONRECOURSE DEDUCTIONS" has the meaning set forth in Sections

1.704-2(b)(1) and 1.704-2(c) of the Regulations. Subject to the preceding

sentence, the amount of Nonrecourse Deductions for a Partnership fiscal year

equals the excess, if any, of the net increase, if any, in the amount of

Partnership Minimum Gain during the fiscal year (determined under Section

1.704-2(d) of the Regulations) over the aggregate amount of any distributions

during the fiscal year of proceeds of a Nonrecourse Liability that are allocable

to an increase in Partnership Minimum Gain (determined under Section 1.704-2(h)

of the Regulations).

"NONRECOURSE LIABILITY" has the meaning set forth in Section

1.704-2(b)(3) of the Regulations.

"OPERATING BUDGET" means the annual budget, prepared by the

General Partner and with respect to which Approval by Partnership Vote has been

obtained, and setting forth the estimated capital and operating expenses of the

Partnership for the then current or immediately succeeding calendar year and for

each month and each calendar quarter of such calendar year, in such detail as

determined by Approval by Partnership Vote.

"OPERATING EXPENSES" means all the cash expenditures made or

required to be made by the Partnership in connection with the operation of the

Partnership in the ordinary course of business, including without limitation,

cash expenditures made or required to be made by the Partnership in connection

with the development, ownership, management, improvement, operation,

maintenance, financing and upkeep of the Property, as well as debt service

(principal and interest) and capital expenditures of the Partnership; provided,

however, except as provided in the Operating Budget, Operating Expenses shall

not include (a) any overhead or general administrative costs or expenses of the

General Partner or salaries or other compensation paid to its employees,

officers, directors or shareholders (unless specifically provided for in this

Agreement); (b) any expenditures paid or payable from cash Reserves of the

Partnership (provided that to the extent any capital expenditures are made in

excess of any such Reserves established for such capital expenditures, such

excess amounts shall be included as an Operating Expense); and (c) non-cash

items such as depreciation and amortization.

"PARTIALLY ADJUSTED CAPITAL ACCOUNTS" means, with respect to any

Partner as of an Adjustment Date, the Capital Account of such Partner as of the

beginning of the fiscal year ending on such Adjustment Date (where such Capital

Account does not reflect such Partner's share of either cumulative Partner

Minimum Gain or cumulative Partnership Minimum Gain), after giving effect to all

allocations of items of income, gain, loss or deduction not included in Profits

and Losses and all Capital Contributions and distributions during such period,

but before giving effect to any allocations of Profits or Losses for such period

pursuant to Section 7.1 hereof, increased by (a) such Partner's share of

Partnership Minimum Gain as of the end of such fiscal year, and (b) such

Partner's share of Partner Minimum Gain as of the end of such fiscal year.

"PARTNER" means each of the General Partner and the Limited

Partners, and "PARTNERS" means collectively all of such Partners.

<PAGE>

"PARTNER MINIMUM GAIN" means an amount, with respect to each

Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would

result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability.

"PARTNER NONRECOURSE DEBT" has the meaning set forth in Section

1.704-2(b)(4) of the Regulations.

"PARTNER NONRECOURSE DEDUCTIONS" has the meaning set forth in

Section 1.704-2(i) of the Regulations. Subject to the foregoing, the amount of

Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a

Partnership fiscal year equals the excess, if any, of the net increase, if any,

in the amount of Partner Minimum Gain attributable to such Partner Nonrecourse

Debt during that fiscal year over the aggregate amount of any distribution

during that fiscal year to the Partner that bears the economic risk of loss for

such Partner Nonrecourse Debt to the extent such distributions are from the

proceeds of such Partner Nonrecourse Debt and are allocable to an increase in

Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined

in accordance with Section 1.704-2(i) of the Regulations.

"PARTNERSHIP" means BHDGI, Ltd., a Texas limited partnership.

"PARTNERSHIP MINIMUM GAIN" has the meaning set forth in Section

1.704-2(d) of the Regulations. Subject to the foregoing, Partnership Minimum

Gain shall equal the amount of gain, if any, which would be recognized by the

Partnership with respect to each nonrecourse liability of the Partnership (or

Property owner) if the Partnership were to Transfer the Partnership property (or

the Property owner were to Transfer the Property owner property) which is

subject to such nonrecourse liability in full satisfaction thereof.

"PARTNERSHIP VOTE" shall mean a vote of the Partners. A

Partnership Vote may be conducted at a meeting of the General Partner and the

Limited Partners, which meeting may take place by means of telephone conference,

video conference or similar communications equipment by means of which all

Persons participating therein can hear each other. Alternatively, a Partnership

Vote may be conducted by notice sent by the General Partner to the Limited

Partners, which notice shall set forth the matter with respect to which the

Partnership Vote is to be made. If a written consent or consents setting forth

the matter to be determined is signed by the General Partner and the Class A

Limited Partner, then Approval by Partnership Vote shall be deemed to have been

obtained with respect to such matter. The Class B Limited Partner shall have no

right to vote with respect to matters of the Partnership.

"PERSON" means any individual or entity, and the heirs,

executors, administrators, legal representatives, successors and assigns of such

Person where the context so admits, and, unless the context otherwise requires,

the singular shall include the plural, and the masculine gender shall include

the feminine and the neuter and vice versa.

"PROFITS" AND "LOSSES" means, for each fiscal year or other

period, an amount equal to the Partnership's taxable income or loss for such

year or period, determined in accordance with Code Section 703(a) (for this

purpose, all items of income, gain, loss or deduction required to be stated

separately pursuant to Code Section 703(a)(1) shall be included in taxable

income or loss), with the following adjustments:

(a) Any income of the Partnership that is exempt from

federal income tax and not otherwise taken into account in computing Profits and

Losses pursuant to this subsection (a) shall be added to such taxable income or

loss;

<PAGE>

(b) Any expenditure of the Partnership described in Code

Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures

pursuant to Regulations Section 1.704(b)(2)(iv)(i), and not otherwise taken into

account in computing Profits or Losses pursuant to this subsection (b) shall be

subtracted from such taxable income or loss;

Partnership assets is adjusted pursuant to subsections (b) or (c) of the

definition of Gross Asset Value, the amount of such adjustment shall be taken

into account as gain or loss from the disposition of such asset for purposes of

computing Profits or Losses;

(d) Gain or loss resulting from any disposition of

Partnership assets with respect to which gain or loss is recognized for federal

income tax purposes shall be computed by reference to the Gross Asset Value of

the property disposed of, notwithstanding that the adjusted tax basis of such

property differs from its Gross Asset Value;

(e) In lieu of the depreciation, amortization and other cost

recovery deductions taken into account in computing such taxable income or loss,

there shall be taken into account depreciation computed in accordance with

Section 1.704-1(b)(2)(iv)(g) of the Regulations for such fiscal year or other

period; and

(f) Notwithstanding anything contained herein to the

contrary, any items which are specially allocated pursuant to Sections 7.3(a),

7.3(b), 7.3(c), 7.3(d), 7.3(e) and 7.3(f) shall not be taken into account in

computing Profits or Losses.

"PROPERTY" means the tract of land (and all rights and

appurtenances incident thereto) described in EXHIBIT A attached hereto and all

Improvements located, or to be constructed, or developed thereon.

"REGULATIONS" means the federal income tax regulations,

including temporary regulations, promulgated under the Code, as such regulations

may be amended from time to time (including corresponding provisions of

succeeding regulations).

"RESERVES" means funds set aside or amounts allocated to

reserves for working capital, taxes, insurance, debt service or other costs and

expenses incident to the ownership, development and operation of the Property.

The amount of funds to be set aside in Reserves shall be determined by the

General Partner, subject to Approval by Partnership Vote.

"TARGET ACCOUNT" means, with respect to any Partner as of any

Adjustment Date, a balance (which may be positive or negative) equal to the

hypothetical amount that such Partner would receive upon the liquidation of the

Partnership, assuming that (a) all assets of the Partnership were sold for an

amount equal to their respective Gross Asset Values, (b) all liabilities of the

Partnership allocable to those properties became due and were satisfied in

accordance with their terms (limited with respect to each non-recourse

liability, to the Gross Asset Value of the asset securing such liability), and

hereof, computed after the Capital Contributions have been made for the period

ending on such Adjustment Date. The General Partner shall determine Gross Asset

Value from year to year or at any point in time as needed.

"TRANSFER" means, with respect to a particular property, right

or interest, the assignment, sale, transfer, pledge, disposition, hypothecation,

mortgage, pledge or the grant of a lien or security interest in such right or

interest (or any part thereof), whether voluntarily, involuntarily or by

operation of law, and whether for consideration or no consideration.

<PAGE>

ARTICLE II.

PARTNERS

2.1 GENERAL PARTNER. The name and address of the General Partner is

as follows:

NAME ADDRESS

Graybird Developers, LLC 5435 Preston Fairways Circle

Dallas, Texas 75252

2.2 LIMITED PARTNERS. The names and addresses of the Limited

Partners are as follows:

NAME ADDRESS

Behringer Harvard Short-Term 15601 Dallas Parkway, Suite 600

Opportunity Fund I LP Addison, Texas 75001

Attn: Robert Aisner

With a copy to:

15601 Dallas Parkway, Suite 600

Addison, Texas 75001

Attn: Asset Manager

David L. Gray 5435 Preston Fairways Circle

Dallas, Texas 75252

ARTICLE III.

CAPITAL

3.1 INITIAL CAPITAL CONTRIBUTIONS. Concurrently with the

Partnership's acquisition of fee simple title to the Property subject only to

such matters as are reasonably approved by the Class A Limited Partner, the

Class A Limited Partner shall make an Initial Capital Contribution to the

Partnership of cash in the amount set forth on EXHIBIT B attached hereto and

made a part hereof (it being agreed that time is of the essence with respect to

the making of such Initial Capital Contribution).

3.2 ADDITIONAL CAPITAL CONTRIBUTIONS FOR CONSTRUCTION COSTS. If at

any time the General Partner determines, in its reasonable discretion, that the

Partnership requires (or will require) additional funds for any purpose ("CASH

NEEDS"), then the General Partner shall use reasonable efforts to secure third

party or Partner loans to fulfill such Cash Needs. If such efforts to secure

third party or Partner loans are unsuccessful, the General Partner may send the

Class A Limited Partner a notice (an "ADDITIONAL CAPITAL NOTICE") requesting

that the Class A Limited Partner contribute in cash such amounts as are

necessary to satisfy such Cash Needs and describing the purpose for which the

funds are needed. If the General Partner makes a request to the Class A Limited

Partner in respect of Cash Needs, the Class A Limited Partner shall be obligated

to make an Additional Capital Contribution equal to the amount of the Cash

Needs, as the case may be. The time for the payment of any Additional Capital

Contribution to the

<PAGE>

Partnership shall be determined by the General Partner, but shall in no event be

less than fifteen (15) days after the delivery of the Additional Capital Notice.

3.3 FAILURE TO MAKE CAPITAL CONTRIBUTION.

(a) If the Class A Limited Partner fails to timely

contribute all or any portion of any Capital Contribution required of such Class

A Limited Partner pursuant to the provisions of Section 3.1 above, then such

Class A Limited Partner shall be considered a "CLASS A DELINQUENT PARTNER." In

such event, the Partnership may, upon notice to the Class A Delinquent Partner,

exercise either one of the following remedies as its sole remedy:

(i) permit the Class B Limited Partner to advance

that portion of the required Capital Contribution that is in default as a loan

(a "CLASS A DEFAULT LOAN") with the following results: (A) the sum thus advanced

shall constitute a loan to the Class A Delinquent Partner; (B) such loan and all

accrued unpaid interest thereon shall be due on demand, or if no demand is made,

twelve (12) months after such advance is made; (C) the loan shall bear interest

at the lesser of twelve percent (12%) per annum or the highest rate permitted by

applicable law, from the date made until the date fully repaid compounding

monthly; and (D) all Partnership distributions and other payments that otherwise

would be made to the Class A Delinquent Partner (whether before or after

dissolution of the Partnership) under this Agreement (including those under

Article 6) shall be paid to the Class B Limited Partner until the loan and all

interest accrued thereon is paid in full (with all such payments being applied

first to accrued and unpaid interest and then to principal and being deemed to

be a distribution or payment (as may apply) to the Class A Delinquent Partner,

and, in turn, a payment by the Class A Delinquent Partner with respect to the

loan from the Class B Limited Partner); or

(ii) permit the Class B Limited Partner to contribute

the Capital Contribution not made by the Class A Delinquent Partner as a Capital

Contribution made by the Class B Limited Partner, in which case the Class B

Limited Partner shall have conferred upon it a Class A Limited Partnership

Percentage, and there shall be a corresponding decrease in the Class A Limited

Partnership Percentage of the Class A Delinquent Partner, as follows: (A) the

Class A Limited Partnership Percentage conferred upon the Class B Limited

Partner immediately following such Capital Contribution shall be increased by an

amount equal to 150% x A/B (expressed as a percentage)(up to a maximum of 100%

of the Class A Limited Partnership Percentage owned by the Class A Delinquent

Partner), where `A' equals the amount the Class B Limited Partner contributed in

respect of the Class A Delinquent Partner's required Capital Contribution, and

`B' equals the sum of all unreturned Capital Contributions previously made to

the Partnership by the Class A Limited Partner after giving effect to the

amounts advanced under this Section 3.3(a)(ii) on behalf of the Class A

Delinquent Partner; and (B) the Class A Limited Partnership Percentage of the

Class A Delinquent Partner shall be decreased by the increase of the Class B

Partner's Class A Limited Partnership Percentage.

(b) With respect to any efforts by the General Partner to

obtain loans to the Partnership from a third party or a Partner (including the

General Partner), the financing terms must be substantially similar to (or more

favorable than) loans which the Partnership could obtain on a competitive

arms-length basis. If the General Partner is unable to determine whether the

financing terms are competitive on an arms-length basis, the General Partner may

seek Approval by Partnership Vote on the issue, or may seek and rely upon the

advice of an independent expert in financing. If any Partner makes any loan or

loans to the Partnership or advances money on its behalf, the amount of any loan

or advance shall not be treated as a Capital Contribution but shall be treated

as a debt due from the Partnership to such Partner.

<PAGE>

3.4 CAPITAL ACCOUNTS. The Partnership shall establish and maintain

on its books and records for each Partner a capital account (collectively the

"CAPITAL ACCOUNTS") in accordance with Section 1.704-1(b)(2)(iv) of the

Regulations. Subject to the foregoing, each Partner's Capital Account generally

shall be:

(a) increased by (i) the amount of money contributed by such

Partner to the Partnership, including Partnership liabilities assumed by such

Partner; (ii) the fair market value of property (net of liabilities securing

such property that the Partnership has assumed, or taken subject to, under

Section 752 of the Code), or other consideration contributed by such Partner to

the Partnership; and (iii) allocations to such Partner of Net Profits (and items

thereof, including certain tax exempt income) and income and gain described in

Section 1.704-1(b)(2)(iv)(g) of the Regulations; and

(b) decreased by (i) the amount of money distributed to such

Partner by the Partnership, including such Partner's individual liabilities

assumed by the Partnership; (ii) the fair market value of all property

distributed to such Partner by the Partnership (net of liabilities that such

Partner is considered to assume or take subject to under Section 752 of the

Code); and (iii) allocations to such Partner of Net Losses and deductions,

including expenses described in Section 705(a)(2)(B) of the Code which are not

deductible for tax purposes.

3.5 INTEREST ON AND WITHDRAWAL OF CAPITAL CONTRIBUTIONS. Neither the

General Partner nor the Limited Partners shall be entitled to receive any

interest on Capital Contributions, nor shall the General Partner or the Limited

Partners be entitled to withdraw or otherwise receive a return of their Capital

Contributions from the Partnership, except pursuant to the terms and conditions

of this Agreement. No Partner shall be required to contribute or lend any cash

or property to the Partnership to enable the Partnership to return any Partner's

Capital Contributions. Without limiting the generality of the foregoing

provisions, it is specifically agreed that any Capital Contribution made by the

Class B Partners (and, accordingly, any Capital Contribution Balance of the

Class B Partners) shall be recovered, if at all, from the distributions made to

the Class B Partners pursuant to Section 6.1(b) and Section 6.2(b) below.

3.6 RESIGNATION; REDEMPTION. Except as otherwise expressly permitted

by this Agreement, no Partner may resign or withdraw from the Partnership

without Approval by Partnership Vote. A Partner's interest in the Partnership

may not be redeemed or purchased by the Partnership without prior Approval by

Partnership Vote.

3.7 TRANSFERS. If any interest in the Partnership is Transferred in

accordance with the terms of this Agreement, the Transferee will succeed to the

Capital Account of the Transferor to the extent it relates to the Transferred

interest.

3.8 GUARANTY OF MORTGAGE LOAN. The Partners contemplate that the

Partnership will obtain one or more Mortgage Loans in an aggregate amount of up

to $2,000,000.00 from Dallas City Bank. BH Investor or an affiliated entity ("BH

GUARANTOR") shall execute a guaranty of such Mortgage Loan, provided that the

terms and conditions of such guaranty are satisfactory to BH Guarantor. The

Partnership hereby agrees to indemnify any BH Guarantor against any losses,

judgments, liabilities, expenses and amounts paid in settlement of any claims

sustained by it in connection with any such guaranty.

ARTICLE IV.

MANAGEMENT

4.1 GENERAL POWERS OF GENERAL PARTNER. Except as provided in Section

4.2 hereof, the day-

<PAGE>

to-day administrative management of the Partnership and the implementation of

the policy and decisions of the Partnership (as approved by the requisite vote

of the Partners) shall be the obligation of and rest with the General Partner,

which shall have all the rights and powers as are necessary, advisable or

convenient to the management of the business and affairs of the Partnership,

subject to the limitations contained herein, including those matters described

in Section 4.2 below. The General Partner shall exercise sound business judgment

in managing the affairs of the Partnership.

4.2 MAJOR DECISIONS. All "Major Decisions" (hereinafter defined)

with respect to the Partnership business shall require Approval by Partnership

Vote. All Major Decisions shall be made by the Partners in a timely manner with

due regard for the necessity of obtaining and evaluating the information

necessary for making such Major Decisions. A "MAJOR DECISION" as used in this

Agreement means any decision with respect to the following matters:

(a) any merger or consolidation of the Partnership with

another entity;

(b) any borrowing by the Partnership secured by a deed of

trust or lien against the Property or any guarantee of debt of any other Person;

pursuant to an Operating Budget, making any expenditure or incurring any

obligation by or for the Partnership, or approving any such expenditure or

obligation to be made or incurred by the Partnership, in excess of 105% of the

amount set forth in an Operating Budget therefor (the "105% LIMITATION");

provided, that the General Partner may (without prior Approval by Partnership

Vote) make expenditures that it reasonably determines are necessary or

appropriate that exceed such 105% Limitation provided that the aggregate amount

of such expenditures do not exceed the lesser of: (i) fifteen percent (15%) of

the Operating Budget, or (ii) Twenty Five Thousand Dollars ($25,000.00) in any

12-month period; provided, further, that if emergency repairs to the Property

are necessary to avoid imminent danger of injury to the Property or to an

individual, the General Partner may make such expenditures as may be necessary

to alleviate such situation (without regard to the foregoing limitations) and

shall promptly notify the Limited Partners in writing of the event giving rise

to such repairs and the actions taken with respect thereto;

(d) causing the Partnership to file a voluntarily bankruptcy

petition, seeking or consenting to the appointment of a receiver, liquidator,

assignee, trustee, sequestrator, custodian or any similar official for the

Partnership or a substantial portion of its assets, causing the Partnership to

file a petition or answer seeking for itself any reorganization, arrangement,

composition, readjustment, liquidation or similar relief under any statute, law

or regulation, causing the Partnership to file an answer or other pleading

admitting or failing to contest the material allegations of a petition filed

against it in any proceeding of this nature or to take any action in furtherance

of the foregoing;

(e) causing the Partnership to file any lawsuit, other than

lawsuits arising from the normal day-to-day operation of the Property, such as

suits to collect unpaid rent and eviction suits;

(f) any payment by the Partnership of any compensation to a

Partner or an Affiliate of a Partner, or any transaction between the Partnership

and any Partner or Affiliate of a Partner, except to the extent that any payment

to, or transaction with, a Partner is set forth in an approved Operating Budget

or expressly authorized or approved pursuant to the terms of this Agreement;

(g) executing or approving any agreement or contract with

any Person to be an agent for the Partnership or to be other than an independent

contractor, or which permits any such Person to sign any agreement or contract,

including, without limitation, brokerage, listing or commission agreements or

service contracts, on behalf of the Partnership;

<PAGE>

(h) the dedication of any portion of the Property to any

federal, state or local government or political subdivision;

(i) approval of a management or leasing agreement related to

the Property;

(j) executing or approving any agreement, contract, or

arrangement, with a term of more than one year that is not terminable with

thirty (30) days notice without penalty;

(k) assigning the Partnership's rights in specific

Partnership property for other than Partnership purposes;

(l) any act which would make it substantially impractical to

carry on the ordinary business of the Partnership, other than a Transfer of all

or substantially all of the assets of the Partnership with respect to which

Approval by Partnership Vote has been obtained;

(m) any confession of a judgment against the Partnership;

(n) making, executing or delivering any assignment for the

benefit of creditors of the Partnership, or signing any bond, confession of

judgment, indemnity bond or surety bond by or on behalf of the Partnership;

(o) Except in the ordinary course of the Partnership's

business and as provided for in the Operating Budget, any Transfer (other than

leases of the Property executed in the ordinary course of business) of all or

any part of (i) the Property, or (ii) any other Partnership asset the value of

which exceeds $25,000;

(p) any admission of any new Limited Partner to the

Partnership;

(q) the dissolution or termination of the Partnership

(r) the approval of any tax election that adversely affects

a Limited Partner; and

(s) any other decision or action which by the provisions of

this Agreement is required to be authorized by Approval by Partnership Vote.

4.3 OPERATING BUDGETS. The Partnership shall operate under annual

Operating Budgets which shall be prepared by the General Partner, subject to

Approval by Partnership Vote. After an annual Operating Budget has been the

subject of Approval by Partnership Vote, the General Partner shall implement it

on behalf of the Partnership and may cause the Partnership to incur the

expenditures and obligations therein provided. The General Partner shall submit

to the Class A Limited Partners any proposed Operating Budget for each calendar

year by November 15 of the preceding calendar year. Provided that each of the

Class A Limited Partners receives the proposed Operating Budget for each

calendar year by November 15 of the preceding calendar year, together with all

supporting information necessary for the Class A Limited Partners to review the

Operating Budget, each Class A Limited Partner will approve, reject, or provide

changes to the Operating Budget by December 15 of the year in which the proposed

Operating Budget was submitted to the Class A Limited Partners. If an Operating

Budget for any calendar year has not been the subject of Approval by Partnership

Vote by January 1 of that year, the Partnership shall continue to operate under

the Operating Budget for the previous year with such adjustments as may be

necessary to reflect deletion of non-recurring expense items set forth on the

previous Operating Budget and increased insurance costs, taxes, utility costs,

and debt service payments.

<PAGE>

4.4 LIMITED PARTNER PARTICIPATION IN MANAGEMENT. The Limited

Partners, as limited partners, shall not participate in the operation or

management of the business of the Partnership, or transact any business for or

in the name of the Partnership, and the Limited Partners, as the limited

partners, shall not have any right or power to sign for or bind the Partnership

in any manner, except as expressly provided under the provisions of this

Agreement. Any rights of the Limited Partners to consent to and approve of

certain matters under the provisions of this Agreement shall not be deemed a

participation in the operation and management of the business of the Partnership

or the exercise of control of the Partnership business. Except as may be

otherwise expressly provided herein, the Limited Partners shall not have the

right to vote on any matter concerning the management and affairs of the

Partnership.

4.5 PAYMENT OF COSTS AND EXPENSES. The Partnership will be

responsible for paying all costs and expenses of forming and continuing the

Partnership, acquiring the Property, and conducting the business of the

Partnership, including, without limitation, accounting costs, legal expenses and

office supplies. In the event any such costs and expenses are incurred and paid

by the General Partner on behalf of the Partnership, then, except as expressly

provided to the contrary in this Agreement, such Partner shall be entitled to be

reimbursed for such payment so long as such cost or expense was reasonably

necessary and is reasonable in amount. The Partnership may use the proceeds of

any revenues of the Partnership to reimburse a Partner for any such costs and

expenses so paid.

4.6 TRANSACTIONS WITH AFFILIATES. Any agreement whereby any service

or activity to be performed for the Partnership is to be performed by an

Affiliate of a Partner shall require Approval by a Partnership Vote. The

Partners hereby acknowledge and agree that Approval by Partnership Vote has been

obtained with respect to the Development Agreement.

4.7 DEVELOPMENT AGREEMENT. The Partnership shall enter into the

Development Agreement with Developer to perform development services in respect

of the Property, pursuant to which the Developer will receive a development fee

from the Partnership of up to seven percent (7%) of the controllable costs of

developing the Property, subject to the terms set forth in the Development

Agreement.

4.8 OTHER COMPENSATION. Except as provided in this Agreement, no

Partne

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