AGREEMENT OF LIMITED PARTNERSHIP OF CPA:17 LIMITED PARTNERSHIP

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                                                                    EXHIBIT 10.2

                        AGREEMENT OF LIMITED PARTNERSHIP
                          OF CPA:17 LIMITED PARTNERSHIP

     THIS AGREEMENT OF LIMITED PARTNERSHIP OF CPA:17 LIMITED PARTNERSHIP, a
Delaware limited partnership (the "Partnership"), dated as of November 12, 2007
(the "Effective Date"), is entered into by and among Corporate Property
Associates 17 - Global Incorporated, a Maryland corporation holding both general
partner and limited partner interests in the Partnership (the "General
Partner"), and W. P. Carey Holdings, LLC, a Delaware limited liability company
holding a special general partner interest in the Partnership (the "Special
General Partner"), together with any other Persons who become Partners in the
Partnership as provided herein.

     WHEREAS, the Partnership was formed when a Certificate of Limited
Partnership was filed and accepted by the Secretary of State of the State of
Delaware; and

     WHEREAS, the General Partner proposes to effect an initial offering of its
common stock and to contribute the net proceeds of the offering to the
Partnership to cause the Partnership to fund (i) certain acquisitions and
investments, (ii) working capital requirements, (iii) redemptions of interests
in the Partnership, and (iv) repayment of indebtedness incurred under various
financing instruments.

     NOW, THEREFORE, BE IT RESOLVED, that for good and adequate consideration,
the receipt of which is hereby acknowledged, the parties hereto agree as
follows:

                                   ARTICLE 1.
                                  DEFINED TERMS

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.

     "Act" means the Delaware Revised Uniform Limited Partnership Act (6 Del. C.
Section 17-101 et seq.), as it may be amended from time to time, and any
successor to such statute.

     "Additional Funds" shall have the meaning set forth in Section 4.3.A.

     "Additional Limited Partner" means a Person admitted to the Partnership as
a Limited Partner pursuant to Section 12.2 and who is shown as such on the books
and records of the Partnership.

     "Adjusted Capital Account Deficit" means, with respect to any Partner, the
deficit balance, if any, in such Partner's Capital Account as of the end of the
relevant fiscal year, after giving effect to the following adjustments:

     (i)   such deficit shall be decreased by any amounts which such Partner is
          obligated to restore pursuant to this Agreement or is deemed to be
          obligated to restore pursuant to Regulations Section
          1.704-1(b)(2)(ii)(c) or the penultimate sentence of each of
          Regulations Sections 1.704-2(i)(5) and 1.704-2(g)(1); and

     (ii) such deficit shall be increased by the items described in Regulations
          Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

     The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall
be interpreted consistently therewith. A positive balance in a Partner's Capital
Account, after giving effect to the adjustments described above in clauses (i)
and (ii), is referred to in this Agreement as an "Adjusted Capital Account
Balance."

     "Adjustment Date" means, with respect to any Capital Contribution, the
close of business on the Business Day last preceding the date of the Capital
Contribution, provided, that if such Capital

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Contribution is being made by the General Partner in respect of the proceeds
from the issuance of REIT Shares (or the issuance of the General Partner's
securities exercisable for, convertible into or exchangeable for REIT Shares),
then the Adjustment Date shall be as of the close of business on the Business
Day last preceding the date of the issuance of such securities.

     "Advisor" means Carey Asset Management Corp., a Delaware corporation.

     "Advisory Agreement" means that certain Advisory Agreement between the
Advisor and the General Partner entered into contemporaneously with this
Agreement.

     "Affiliate" means, with respect to any Person, any Person directly or
indirectly controlling, controlled by or under common control with such Person.
Control of any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Agreed Value" means (i) in the case of any Contributed Property set forth
in Exhibit A and as of the time of its contribution to the Partnership, the
Agreed Value of such property as set forth in Exhibit A; (ii) in the case of any
Contributed Property not set forth in Exhibit A and as of the time of its
contribution to the Partnership, the fair market value of such property or other
consideration as determined by the General Partner, reduced by any liabilities
either assumed by the Partnership upon such contribution or to which such
property is subject when contributed; and (iii) in the case of any property
distributed to a Partner by the Partnership, the fair market value of such
property as determined by the General Partner at the time such property is
distributed, reduced by any liabilities either assumed by such Partner upon such
distribution or to which such property is subject at the time of the
distribution as determined under Section 752 of the Code and the Regulations
thereunder.

     "Agreement" means this Agreement of Limited Partnership, as it may be
amended, modified, supplemented or restated from time to time.

     "Appraisal" means with respect to any assets, the opinion of an independent
third party experienced in the valuation of similar assets, selected by the
General Partner and the Special General Partner in good faith; such opinion may
be in the form of an opinion by such independent third party that the value for
such property or asset as set by the General Partner is fair, from a financial
point of view, to the Partnership.

     "Assignee" means a Person to whom one or more OP Units have been
transferred in a manner permitted under this Agreement, but who has not become a
Substituted Limited Partner, and who has the rights set forth in Section 11.5.

     "Available Cash" means, with respect to any period for which such
calculation is being made, the operating cash flow of the Partnership as
determined in the reasonable discretion of the General Partner in accordance
with United States generally accepted accounting principles, taking into account
all cash available for distribution from all sources, and to the extent
appropriate, the operating cash flow of any entity in which the Partnership owns
an interest multiplied by the percentage ownership of such entity by the
Partnership.

     "Available Cash from Long-Term Net Leased Properties" means that portion of
Available Cash attributable to long-term, net leased properties, as determined
by the General Partner in its reasonable discretion.

     "Available Cash from Real Estate Related Loans" means that portion of
Available Cash attributable to the Partnership's investments in B notes,
mortgage backed securities and real estate related loans, as determined by the
General Partner in its reasonable discretion.


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     "Available Cash from Real Estate Securities" means that portion of
Available Cash attributable to the Partnership's investments in readily
marketable real estate securities (other than investments in B notes, mortgage
backed securities and real estate related loans), as determined by the General
Partner in its reasonable discretion.

     "Available Residual Cash" means Available Cash, other than (i) Available
Cash from Long-Term Net Leased Properties, (ii) Available Cash from Real Estate
Related Loans, and (iii) Available Cash from Real Estate Securities.

     "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law
to be closed.

     "Capital Account" means, with respect to any Partner, the Capital Account
maintained for such Partner in accordance with the following provisions:

     (a) To each Partner's Capital Account there shall be added such Partner's
Capital Contributions, such Partner's share of Net Income and any items in the
nature of income or gain which are specially allocated pursuant to Section 6.3,
and the amount of any Partnership liabilities assumed by such Partner or which
are secured by any property distributed to such Partner.

     (b) From each Partner's Capital Account there shall be subtracted the
amount of cash and the Gross Asset Value of any property distributed to such
Partner pursuant to any provision of this Agreement, such Partner's distributive
share of Net Loss and any items in the nature of expenses or losses which are
specially allocated pursuant to Section 6.3, and the amount of any liabilities
of such Partner assumed by the Partnership or which are secured by any property
contributed by such Partner to the Partnership (except to the extent already
reflected in the amount of such Partner's Capital Contribution).

     (c) In the event any interest in the Partnership is transferred in
accordance with the terms of this Agreement, the transferee shall succeed to the
Capital Account of the transferor to the extent it relates to the transferred
interest.

     (d) In determining the amount of any liability for purposes of subsections
(a) and (b) hereof, there shall be taken into account Code Section 752(c) and
any other applicable provisions of the Code and Regulations.

     (e) The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Regulations Sections 1.704-1(b) and 1.704-2, and shall be interpreted and
applied in a manner consistent with such Regulations. In the event the General
Partner shall determine that it is prudent to modify the manner in which the
Capital Accounts, or any debits or credits thereto (including, without
limitation, debits or credits relating to liabilities which are secured by
contributed or distributed property or which are assumed by the Partnership, the
General Partner, or the Limited Partners) are computed in order to comply with
such Regulations, the General Partner may make such modification, provided that
it is not likely to have a material effect on the amounts distributable to any
Person pursuant to Article 13 of this Agreement upon the dissolution of the
Partnership. The General Partner also shall (i) make any adjustments that are
necessary or appropriate to maintain equality between the Capital Accounts of
the Partners and the amount of Partnership capital reflected on the
Partnership's balance sheet, as computed for book purposes, in accordance with
Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate
modifications in the event unanticipated events might otherwise cause this
Agreement not to comply with Regulations Section 1.704-1(b) or Section 1.704-2.

     "Capital Contribution" means, with respect to any Partner, the amount of
money and the initial Gross Asset Value of any property (other than money)
contributed to the Partnership by such Partner (net of any


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liabilities assumed by the Partnership relating to such property and any
liability to which such property is subject).

     "Capital Proceeds" means the gross receipts received by the Partnership
from a Capital Transaction, less any expenses related to the Capital
Transaction.

     "Capital Transaction" means any transaction outside the ordinary course of
the Partnership's business involving the sale, exchange, other disposition, or
refinancing of any Partnership asset.

     "Cash Amount" means, with respect to any OP Units subject to a Redemption,
an amount of cash equal to the Deemed Partnership Interest Value attributable to
such OP Units.

     "Certificate" means the Certificate of Limited Partnership relating to the
Partnership filed in the office of the Secretary of the State of the State of
Delaware, as amended from time to time in accordance with the terms hereof and
the Act.

     "Change of Control" shall be deemed to have occurred at such time as (i)
the date a "person" or "group" (within the meaning of Sections 13(d) and 14(d)
of the Exchange Act) becomes the ultimate "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group
shall be deemed to have beneficial ownership of all shares of voting stock that
such person or group has the right to acquire regardless of when such right is
first exercisable), directly or indirectly, of voting stock representing more
than 50% of the total voting power of the total voting stock of the General
Partner; (ii) the date the General Partner sells, transfers or otherwise
disposes of all or substantially all of its assets; or (iii) the date of the
consummation of a merger or share exchange of the General Partner with another
entity where the General Partner's stockholders immediately prior to the merger
or share exchange would not beneficially own, immediately after the merger or
share exchange, shares representing 50% or more of all votes (without
consideration of the rights of any class of stock to elect directors by a
separate group vote) to which all stockholders of the corporation issuing cash
or securities in the merger or share exchange would be entitled in the election
of directors, or where members of the board of directors of the General Partner
immediately prior to the merger or share exchange would not immediately after
the merger or share exchange constitute a majority of the board of directors of
the corporation issuing cash or securities in the merger or share exchange.

     "Charter" means the Articles of Incorporation of the General Partner filed
with the State Department of Assessments and Taxation of Maryland on February 9,
2007, as amended or restated from time to time.

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

     "Consent" means the consent to, approval of, or vote on a proposed action
by a Partner given in accordance with Article 14.

     "Consent of the Limited Partners" means the Consent of a Majority in
Interest of the Limited Partners, which Consent shall be obtained prior to the
taking of any action for which it is required by this Agreement and may be given
or withheld by a Majority in Interest of the Limited Partners, unless otherwise
expressly provided herein, in their sole and absolute discretion.

     "Consent of the Partners" means the Consent of Partners holding Percentage
Interests that in the aggregate are equal to or greater than fifty percent (50%)
of the aggregate Percentage Interests of all Partners, which Consent shall be
obtained prior to the taking of any action for which it is required by this
Agreement and may be given or withheld by such Partners, in their sole and
absolute discretion.


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     "Constructively Own" means ownership under the constructive ownership rules
described in Exhibit C.

     "Contributed Property" means each property or other asset, in such form as
may be permitted by the Act, but excluding cash, contributed or deemed
contributed to the Partnership.

     "Debt" means, as to any Person, as of any date of determination, (i) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services; (ii) all amounts owed by such Person to banks or
other Persons in respect of reimbursement obligations under letters of credit,
surety bonds, guarantees and other similar instruments guaranteeing payment or
other performance of obligations by such Person; (iii) all indebtedness for
borrowed money or for the deferred purchase price of property or services
secured by any lien on any property owned by such Person, to the extent
attributable to such Person's interest in such property, even though such Person
has not assumed or become liable for the payment thereof; and (iv) lease
obligations of such Person which, in accordance with generally accepted
accounting principles, should be capitalized.

     "Deemed Partnership Interest Value" means, as of any date with respect to
any class of Partnership Interests, the Deemed Value of the Partnership
Interests of such class multiplied by the Partner's relative Percentage Interest
of such class.

     "Deemed Value of the Partnership Interests" means, as of any date with
respect to any class or series of Partnership Interests, (i) the total number of
OP Units of the General Partner issued and outstanding as of the close of
business on such date multiplied by the Fair Market Value determined as of such
date of a share of common stock of the General Partner which corresponds to such
Partnership Interest, as adjusted (x) pursuant to Section 7.5 (in the event the
General Partner acquires material assets, other than on behalf of the
Partnership) and (y) for stock dividends and distributions, stock splits and
subdivisions, reverse stock splits and combinations, distribution of warrants or
options and distributions of evidences of indebtedness or assets not received by
the General Partner pursuant to a pro rata distribution by the Partnership; (ii)
divided by the Percentage Interest of the General Partner on such date;
provided, that if no outstanding shares of capital stock of the General Partner
correspond to a class or series of Partnership Interests, the Deemed Value of
the Partnership Interests with respect to such class or series shall be equal to
an amount reasonably determined by the General Partner.

     "Depreciation" means, for each fiscal year or other period, an amount equal
to the depreciation, amortization or other cost recovery deduction allowable
with respect to an asset for such year or other period, except that if the Gross
Asset Value of an asset differs from its adjusted basis for federal income tax
purposes at the beginning of such year or other period, Depreciation shall be an
amount which bears the same ratio to such beginning Gross Asset Value as the
federal income tax depreciation, amortization or other cost recovery deduction
for such year or other period bears to such beginning adjusted tax basis;
provided, however, that if the federal income tax depreciation, amortization or
other cost recovery deduction for such year is zero, Depreciation shall be
determined with reference to such beginning Gross Asset Value using any
reasonable method selected by the General Partner.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder and any successor statute thereto.

     "Fair Market Value" means, with respect to any share of capital stock of
the General Partner, (i) if such shares are listed or admitted to trading on any
securities exchange or the Nasdaq National Market, the average of the daily
market price for the ten (10) consecutive trading days immediately preceding the
date with respect to which "Fair Market Value" must be determined hereunder or,
if such date is not a Business


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Day, the immediately preceding Business Day, using as the market price for each
such trading day the closing price, regular way, on such day, or if no such sale
takes place on such day, the average of the closing bid and asked prices on such
day, or (ii) if such shares are not listed or admitted to trading on any
securities exchange or the Nasdaq National Market, the price at which such
shares are then being offered to the public pursuant to any public offering of
the General Partner or pursuant to its distribution reinvestment plan (before
giving effect to any discounts in effect and made available to participants in
such plan); provided that, if there is no ongoing public offering or if the
General Partner is not then offering its shares pursuant to a distribution
reinvestment plan, the Fair Market Value of such shares shall be determined by
the General Partner acting in good faith on the basis of the most recent,
publicly reported net asset value of the General Partner and other information
as it considers, in its reasonable judgment, appropriate. In the event the REIT
Shares Amount for such shares includes rights that a holder of such shares would
be entitled to receive, then the Fair Market Value of such rights shall be
determined by the General Partner acting in good faith on the basis of such
quotations and other information as it considers, in its reasonable judgment,
appropriate; and provided, further that, in connection with determining the
Deemed Value of the Partnership Interests for purposes of determining the number
of additional OP Units issuable upon a Capital Contribution funded by an
underwritten public offering of shares of capital stock of the General Partner,
the Fair Market Value of such shares shall be the public offering price per
share of such class of capital stock sold. Notwithstanding the foregoing, the
General Partner in its reasonable discretion may use a different "Fair Market
Value" for purposes of making the determinations under subparagraph (b) of the
definition of "Gross Asset Value" and Section 4.3.D in connection with the
contribution of Property or cash to the Partnership by a third party, provided
such value shall be based upon the value per REIT Share (or per OP Unit) agreed
upon by the General Partner and such third party for purposes of such
contribution.

     "General Partner Interest" means a Partnership Interest held by the General
Partner. A General Partner Interest may be expressed as a number of OP Units.

     "General Partner Net Current Investment" means the General Partner's total
Capital Contributions then paid to the Partnership, plus the amount of any
Partnership liabilities assumed by the General Partner (or which are secured by
Partnership property distributed to the General Partner), less (i) the amount of
any liabilities of the General Partner assumed by the Partnership (or which are
secured by property contributed by the General Partner to the Partnership), (ii)
all amounts actually distributed to the General Partner pursuant to Section
5.1.B(2), and (iii) all amounts representing a return of capital to the General
Partner, including, but not limited to, the portion of any redemption proceeds
distributed to the General Partner pursuant to Section 11.8 which represents a
return of capital to the General Partner.

     "General Partner Priority Return" means an amount equal to six percent (6%)
per annum of the Weighted Average General Partner Net Current Investment,
payable to the General Partner annually on a cumulative basis.

     "General Partner Unpaid Priority Return" means the excess, if any, of the
General Partner Priority Return over all amounts previously paid to the General
Partner under Section 5.1.A, or paid in respect of the General Partner Priority
Return under Section 5.1.B(1) as of the time in question.

     "Gross Asset Value" means, with respect to any asset, the asset's adjusted
basis for federal income tax purposes, except as follows:

     (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, as
determined by the contributing Partner and the General Partner (as set forth on
Exhibit A attached hereto, as such Exhibit may be amended from time to time);
provided, that if the contributing Partner is the General Partner, then, except
with respect to the General Partner's initial Capital Contribution which shall
be determined as set forth on Exhibit A, the determination of the fair market
value of the contributed asset shall be determined (i) by the price paid by the
General Partner if the asset is acquired by the General Partner
contemporaneously with its contribution to the Partnership, (ii) by


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Appraisal, if otherwise acquired by the General Partner, (iii) by the amount of
cash if the asset is cash, and (iv) as reasonably determined by the General
Partner if the asset is REIT Shares or other shares of capital stock of the
General Partner.

     (b) The Gross Asset Values of all Partnership assets shall be adjusted to
equal their respective gross fair market values, as determined by the General
Partner using such reasonable method of valuation as it may adopt, provided,
however, that for such purpose, the net value of all of the Partnership assets,
in the aggregate, shall be equal to the Deemed Value of the Partnership
Interests of all classes of Partnership Interests then outstanding, regardless
of the method of valuation adopted by the General Partner, immediately prior to
the times listed below:

      (i)   the acquisition of an additional interest in the Partnership by a new
          or existing Partner in exchange for more than a de minimis Capital
          Contribution, if the General Partner reasonably determines that such
          adjustment is necessary or appropriate to reflect the relative
          economic interests of the Partners in the Partnership;

     (ii) the distribution by the Partnership to a Partner of more than a de
          minimis amount of Partnership property as consideration for an
          interest in the Partnership if the General Partner reasonably
          determines that such adjustment is necessary or appropriate to reflect
          the relative economic interests of the Partners in the Partnership;

     (iii) the liquidation of the Partnership within the meaning of Regulations
          Section 1.704-1(b)(2)(ii)(g);

     (iv) at such other times as the General Partner shall reasonably determine
          necessary or advisable in order to comply with Regulations Sections
          1.704-1(b) and 1.704-2; and

     (v)   in connection with the grant of an interest in the Partnership (other
          than a de minimis interest) as consideration for the provision of
          services to or for the benefit of the Partnership by an existing
          Partner acting in a partner capacity or by a new Partner acting in a
          partner capacity or in anticipation of becoming a Partner.

     (c) The Gross Asset Value of any Partnership asset distributed to a Partner
shall be the gross fair market value of such asset on the date of distribution
as determined by the distributee and the General Partner, or if the distributee
and the General Partner cannot agree on such a determination, by Appraisal.

     (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), but only to the extent
that such adjustments are taken into account in determining Capital Accounts
pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that
Gross Asset Values shall not be adjusted pursuant to this subparagraph (d) to
the extent that the General Partner reasonably determines that an adjustment
pursuant to subparagraph (b) is necessary or appropriate in connection with a
transaction that would otherwise result in an adjustment pursuant to this
subparagraph (d).

     (e) If the Gross Asset Value of a Partnership asset has been determined or
adjusted pursuant to subparagraph (a), (b) or (d), such Gross Asset Value shall
thereafter be adjusted by the Depreciation taken into account with respect to
such asset for purposes of computing Net Income and Net Loss.

     "Immediate Family" means, with respect to any natural Person, such natural
Person's estate or heirs or current spouse or former spouse, parents,
parents-in-law, children (whether natural, adopted or by marriage), siblings and
grandchildren and any trust or estate, all of the beneficiaries of which consist
of such Person or such Person's spouse or former spouse, parents,
parents-in-law, children, siblings or grandchildren.


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     "Incapacity" or "Incapacitated" means, (i) as to any individual Partner,
death, total physical disability or entry by a court of competent jurisdiction
adjudicating him or her incompetent to manage his or her Person or his or her
estate; (ii) as to any corporation which is a Partner, the filing of a
certificate of dissolution, or its equivalent, for the corporation or the
revocation of its charter; (iii) as to any partnership which is a Partner, the
dissolution and commencement of winding up of the partnership; (iv) as to any
estate which is a Partner, the distribution by the fiduciary of the estate's
entire interest in the Partnership; (v) as to any trustee of a trust which is a
Partner, the termination of the trust (but not the substitution of a new
trustee); or (vi) as to any Partner, the bankruptcy of such Partner. For
purposes of this definition, bankruptcy of a Partner shall be deemed to have
occurred when (a) the Partner commences a voluntary proceeding seeking
liquidation, reorganization or other relief under any bankruptcy, insolvency or
other similar law now or hereafter in effect, (b) the Partner is adjudged as
bankrupt or insolvent, or a final and nonappealable order for relief under any
bankruptcy, insolvency or similar law now or hereafter in effect has been
entered against the Partner, (c) the Partner executes and delivers a general
assignment for the benefit of the Partner's creditors, (d) the Partner files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against the Partner in any proceeding of the
nature described in clause (b) above, (e) the Partner seeks, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator for the
Partner or for all or any substantial part of the Partner's properties, (f) any
proceeding seeking liquidation, reorganization or other relief under any
bankruptcy, insolvency or other similar law now or hereafter in effect has not
been dismissed within 120 days after the commencement thereof, (g) the
appointment without the Partner's consent or acquiescence of a trustee, receiver
or liquidator has not been vacated or stayed within 90 days of such appointment,
or (h) an appointment referred to in clause (g) is not vacated within 90 days
after the expiration of any such stay.

     "Indemnitee" means (i) any Person subject to a claim or demand or made or
threatened to be made a party to, or involved or threatened to be involved in,
an action, suit or proceeding by reason of his or her status as (A) the General
Partner or (B) a director, officer or employee of the Partnership or the General
Partner, and (ii) such other Persons (including Affiliates of the General
Partner or the Partnership) as the General Partner may designate from time to
time (whether before or after the event giving rise to potential liability), in
its sole and absolute discretion.

     "Investments" means investments made by the Partnership, directly or
indirectly, in a Property, Loan or Other Permitted Investment Asset.

     "IRS" means the United States Internal Revenue Service.

      "Limited Partner" means any Person named as a Limited Partner in Exhibit A
attached hereto, as such Exhibit may be amended from time to time, or any
Substituted Limited Partner or Additional Limited Partner, in such Person's
capacity as a Limited Partner in the Partnership.

     "Limited Partner Interest" means a Partnership Interest of a Limited
Partner representing a fractional part of the Partnership Interests of all
Limited Partners and includes any and all benefits to which the holder of such a
Partnership Interest may be entitled as provided in this Agreement, together
with all obligations of such Person to comply with the terms and provisions of
this Agreement. A Limited Partner Interest may be expressed as a number of OP
Units.

     "Liquidating Event" shall have the meaning set forth in Section 13.1.

     "Loans" means notes and other evidences of indebtedness or obligations
acquired, originated or entered into, directly or indirectly, by the Partnership
as lender, noteholder, participant, note purchaser or other capacity, including
but not limited to first or subordinate mortgage loans, construction loans,
development loans, loan participations, B notes, loans secured by capital stock
or any other assets or form of equity interest and any other type of loan or
financial arrangement, such as providing or arranging for


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letters of credit, providing guarantees of obligations to third parties, or
providing commitments for loans. Loans shall not include leases which are not
recognized as leases for federal income tax reporting purposes.

     "Liquidator" shall have the meaning set forth in Section 13.2.A.

     "Majority in Interest of the Limited Partners" means Limited Partners
holding in the aggregate Percentage Interests that are greater than fifty
percent (50%) of the aggregate Percentage Interests of all Limited Partners.

     "Net Income" or "Net Loss" means for each fiscal year of the Partnership,
an amount equal to the Partnership's taxable income or loss for such fiscal
year, 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 Net Income or Net Loss
pursuant to this definition of Net Income or Net Loss shall be added to such
taxable income or loss;

     (b) Any expenditures 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 1.704-1(b)(2)(iv)(i), and not otherwise taken into account
in computing Net Income or Net Loss pursuant to this definition of Net Income or
Net Loss shall be subtracted from such taxable income or loss;

     (c) In the event the Gross Asset Value of any Partnership asset is adjusted
pursuant to subparagraph (b) or subparagraph (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 Net Income
or Net Loss;

     (d) Gain or loss resulting from any disposition of property 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 for such fiscal year;

     (f) To the extent an adjustment to the adjusted tax basis of any
Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is
required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken
into account in determining Capital Accounts as a result of a distribution other
than in liquidation of a Partner's interest in the Partnership, the amount of
such adjustment shall be treated as an item of gain (if the adjustment increases
the basis of the asset) or loss (if the adjustment decreases the basis of the
asset) from the disposition of the asset and shall be taken into account for
purposes of computing Net Income or Net Loss; and

     (g) Notwithstanding any other provision of this definition of Net Income or
Net Loss, any items which are specially allocated pursuant to Section 6.3 shall
not be taken into account in computing Net Income or Net Loss. The amounts of
the items of Partnership income, gain, loss, or deduction available to be
specially allocated pursuant to Section 6.3 shall be determined by applying
rules analogous to those set forth in this definition of Net Income or Net Loss.

     "Net Income from a Capital Transaction" means that portion of Net Income
attributable to a Capital Transaction.


                                        -9-

<PAGE>

     "Net Income from Long-Term Net Leased Properties" means that portion of Net
Income attributable to long-term, net leased properties, as determined by the
General Partner in its reasonable discretion.

     "Net Income from Real Estate Related Loans" means that portion of Net
Income attributable to the Partnership's investments in B notes, mortgage backed
securities and real estate related loans, as determined by the General Partner
in its reasonable discretion.

     "Net Income from Real Estate Securities" means that portion of Net Income
attributable to the Partnership's investments in readily marketable real estate
securities (other than B notes, mortgage backed securities and real estate
related loans), as determined by the General Partner in its reasonable
discretion.

     "Net Loss from a Capital Transaction" means that portion of Net Loss
attributable to a Capital Transaction.

     "Net Residual Income" means Net Income, other than (i) Net Income from
Long-Term Net Leased Properties, (ii) Net Income from Real Estate Related Loans,
and (iii) Net Income from Real Estate Securities.

     "New Securities" means (i) any rights, options, warrants or convertible or
exchangeable securities having the right to subscribe for or purchase REIT
Shares or other shares of common stock of the General Partner, or (ii) any Debt
issued by the General Partner that provides any of the rights described in
clause (i).

     "Nonrecourse Deductions" shall have the meaning set forth in Regulations
Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a
Partnership Year shall be determined in accordance with the rules of Regulations
Section 1.704-2(c).

     "Nonrecourse Liability" shall have the meaning set forth in Regulations
Section 1.752-1(a)(2).

     "Notice of Redemption" means the Notice of Redemption substantially in the
form of Exhibit B to this Agreement.

     "OP Unit" means a fractional share of the Partnership Interests of all
Partners issued pursuant to Article 4.

     "Other Permitted Investment Asset" means assets, other than cash, cash
equivalents, short term bonds, auction rate securities and similar short term
investments, acquired by the Partnership for investment purposes that is not a
Loan or a Property and is consistent with the investment objectives and policies
of the Partnership.

     "Partner" means a General Partner, a Special General Partner, or a Limited
Partner, and "Partners" means the General Partner, the Special General Partner
and the Limited Partners.

     "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,
determined in accordance with Regulations Section 1.704-2(i)(3).

     "Partner Nonrecourse Debt" shall have the meaning set forth in Regulations
Section 1.704-2(b)(4).

     "Partner Nonrecourse Deductions" shall have the meaning set forth in
Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse
Deductions with respect to a Partner Nonrecourse Debt for a Partnership Year
shall be determined in accordance with the rules of Regulations Section
1.704-2(i)(2).


                                      -10-

<PAGE>

     "Partnership" means the limited partnership formed under the Act and
pursuant to this Agreement, and any successor thereto.

     "Partnership Interest" means, an ownership interest in the Partnership of
either a Limited Partner, the Special General Partner, or the General Partner
and includes any and all benefits to which the holder of such a Partnership
Interest may be entitled as provided in this Agreement, together with all
obligations of such Person to comply with the terms and provisions of this
Agreement. There may be one or more classes or series of Partnership Interests
as provided in Section 4.3. Except as otherwise provided for in this Agreement,
a Partnership Interest may be expressed as a number of OP Units. Unless
otherwise expressly provided for in this Agreement or by the General Partner at
the time of the original issuance of any Partnership Interests, all Partnership
Interests (whether of a Limited Partner, a Special General Partner or a General
Partner) shall be of the same class or series.

     "Partnership Minimum Gain" shall have the meaning set forth in Regulations
Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as
any net increase or decrease in Partnership Minimum Gain, for a Partnership Year
shall be determined in accordance with the rules of Regulations Section
1.704-2(d).

     "Partnership Record Date" means the record date established by the General
Partner for the distribution of Available Cash pursuant to Section 5.1 which
record date shall be the same as the record date established by the General
Partner for a distribution to its stockholders of some or all of its portion of
such distribution.

     "Partnership Year" means the fiscal year of the Partnership, which shall be
the calendar year.

     "Percentage Interest" means, as to a Partner holding a class or series of
Partnership Interests, its interest as determined, as of the first day of each
Partnership Year, by dividing such Partner's Adjusted Capital Account Balance by
aggregate Adjusted Capital Account Balances of all Partners. For purposes of the
preceding sentence, the Adjusted Capital Account Balances of the Partners shall
be determined after giving effect to all allocations of Net Income and Net Loss
for all preceding Partnership Years, including allocations of Net Income and Net
Loss resulting from adjustments to the Gross Asset Value of the Partnership's
assets pursuant to the definition of Gross Asset Value.

     "Person" means an individual, corporation, partnership, limited liability
company, trust, unincorporated organization, association or other entity.

     "Plan Asset Regulation" means the regulations promulgated by the United
States Department of Labor in Title 29, Code of Federal Regulations, Part 2510,
Section 101.3, and any successor regulations thereto.

     "Pledge" shall have the meaning set forth in Section 11.3.A.

     "Property" or "Properties" means a partial or entire interest in real
property (including leasehold interests) and personal or mixed property
connected therewith. An Investment which obligates the Partnership to acquire a
Property will be treated as a Property for purposes of this Agreement.

     "Qualifying Party" means (a) an Additional Limited Partner; (b) a Family
Member, or a lending institution as the pledgee of a Pledge, who is the
transferee in a Permitted Transfer; or (c) a Substituted Limited Partner
succeeding to all or part of the Limited Partner Interest of (i) an Additional
Limited Partner or (ii) a Family Member, or a lending institution who is the
pledgee of a Pledge, who is the transferee in a Permitted Transfer.


                                      -11-

<PAGE>

     "Qualified REIT Subsidiary" means any Subsidiary of the General Partner
that is a "qualified REIT subsidiary" within the meaning of Section 856(i) of
the Code.

     "Qualified Transferee" means an "Accredited Investor" as such term is
defined in Rule 501 promulgated under the Securities Act.

     "Redemption" shall have the meaning set forth in Section 8.6.A.

     "Regulations" means the Treasury Regulations promulgated under the Code, as
such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).

     "Regulatory Allocations" shall have the meaning set forth in Section 6.3.

     "REIT" means a real estate investment trust, as defined under Sections 856
through 860 of the Code.

     "REIT Requirements" shall have the meaning set forth in Section 5.1.

     "REIT Share" means a share of common stock, par value $0.001 per share, of
the General Partner.

     "REIT Shares Amount" means, as of any date, an aggregate number of REIT
Shares equal to the number of Tendered Units, as adjusted (x) pursuant to
Section 7.5 (in the event the General Partner acquires material assets, other
than on behalf of the Partnership) and (y) for stock dividends and
distributions, stock splits and subdivisions, reverse stock splits and
combinations, distributions of rights, warrants or options, and distributions of
evidences of indebtedness or assets relating to assets not received by the
General Partner pursuant to a pro rata distribution by the Partnership.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder and any successor statute thereto.

     "Special General Partner Interest" means a Partnership Interest held by the
Special General Partner. A Special General Partner Interest may be expressed as
a number of OP Units, but only to the extent that the Special General Partner
makes Capital Contributions to the Partnership.

     "Specified Redemption Date" means the day of receipt by the General Partner
of a Notice of Redemption.

     "Subsidiary" means, with respect to any Person, any corporation,
partnership, limited liability company, joint venture or other entity of which a
majority of (i) the voting power of the voting equity securities or (ii) the
outstanding equity interests is owned, directly or indirectly, by such Person.

     "Subsidiary Partnership" means any partnership or limited liability company
that is a Subsidiary of the Partnership.

     "Substituted Limited Partner" means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 11.4.

     "Tax Items" shall have the meaning set forth in Section 6.4.A.

     "Tenant" means any tenant from which the General Partner derives rent
either directly or indirectly through partnerships, including the Partnership,
or Qualified REIT Subsidiaries.

     "Tendered Units" shall have the meaning set forth in Section 8.6.A.


                                      -12-

<PAGE>

     "Tendering Partner" shall have the meaning set forth in Section 8.6.A.

     "Weighted Average General Partner Net Current Investment" means the annual
average balance of the General Partner Net Current Investment computed on a
daily basis.

                                   ARTICLE 2.
                             ORGANIZATIONAL MATTERS

SECTION 2.1 ORGANIZATION

     The Partnership is a limited partnership formed pursuant to the provisions
of the Act and upon the terms and conditions set forth in this Agreement. Except
as expressly provided herein, the rights and obligations of the Partners and the
administration and termination of the Partnership shall be governed by the Act.
The Partnership Interest of each Partner shall be personal property for all
purposes.

SECTION 2.2 NAME

     The name of the Partnership is CPA:17 Limited Partnership. The
Partnership's business may be conducted under any other name or names deemed
advisable by the General Partner, including the name of the General Partner or
any Affiliate thereof. The words "Limited Partnership," "L.P.," "Ltd." or
similar words or letters shall be included in the Partnership's name where
necessary for the purposes of complying with the laws of any jurisdiction that
so requires. The General Partner in its sole and absolute 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 AND AGENT; PRINCIPAL OFFICE

     The name and address of the registered office and registered agent of the
Partnership is Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, DE 19808. The principal office of the Partnership is located at 50
Rockefeller Plaza, New York, New York 10020, or such other place as the General
Partner may from time to time designate by notice to the other Partners. The
Partnership may maintain offices at such other place or places within or outside
the State of Delaware as the General Partner deems advisable.

SECTION 2.4 POWER OF ATTORNEY

     A. Each Limited Partner and each Assignee constitutes and appoints the
General Partner, any Liquidator, and authorized officers and attorneys-in-fact
of each, and each of those acting singly, in each case with full power of
substitution, as its true and lawful agent and attorney-in-fact, with full power
and authority in its name, place and stead to:

          (1) execute, swear to, acknowledge, deliver, file and record in the
appropriate public offices (a) all certificates, documents and other instruments
(including, without limitation, this Agreement and the Certificate and all
amendments or restatements thereof) that the General Partner or the Liquidator
deems appropriate or necessary 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 instruments that the General Partner or any Liquidator deems
appropriate or necessary to reflect any amendment, change, modification or
restatement of this Agreement in accordance with its terms; (c) all conveyances
and other instruments or documents that the General Partner or any Liquidator
deems appropriate or necessary to reflect the dissolution and liquidation of the
Partnership pursuant to the terms of this Agreement, including, without
limitation, a certificate of cancellation; (d) all instruments relating to the
admission, withdrawal, removal or substitution of any Partner pursuant to, or
other events described in, Articles 11, 12 or 13 or the Capital Contribution of
any Partner; and (e) all certificates, documents and


                                      -13-

<PAGE>

other instruments relating to the determination of the rights, preferences and
privileges of Partnership Interests; and

          (2) execute, swear to, acknowledge and file all ballots, consents,
approvals, waivers, certificates and other instruments appropriate or necessary,
in the sole and absolute discretion of the General Partner or any Liquidator, to
make, evidence, give, confirm or ratify any vote, consent, approval, agreement
or other action which is made or given by the Partners hereunder or is
consistent with the terms of this Agreement or appropriate or necessary, in the
sole discretion of the General Partner or any Liquidator, to effectuate the
terms or intent of this Agreement. Nothing contained herein shall be construed
as authorizing the General Partner or any Liquidator to amend this Agreement
except in accordance with Article 14 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, in recognition of the fact that each of the
Partners will be relying upon the power of the General Partner and any
Liquidator to act as contemplated by this Agreement in any filing or other
action by it on behalf of the Partnership, and it shall survive and not be
affected by the subsequent Incapacity of any Limited Partner or Assignee and the
transfer of all or any portion of such Limited Partner's or Assignee's OP Units
and shall extend to such Limited Partner's or Assignee's heirs, successors,
assigns and personal representatives. Each such Limited Partner or Assignee
hereby agrees to be bound by any representation made by the General Partner or
any Liquidator, acting in good faith pursuant to such power of attorney; and
each such Limited Partner or Assignee hereby waives any and all defenses which
may be available to contest, negate or disaffirm the action of the General
Partner or any Liquidator, taken in good faith under such power of attorney.
Each Limited Partner or Assignee shall execute and deliver to the General
Partner or any Liquidator, within 15 days after receipt of the General Partner's
or Liquidator's request therefor, such further designation, powers of attorney
and other instruments as the General Partner or the Liquidator, as the case may
be, deems necessary to effectuate this Agreement and the purposes of the
Partnership.

SECTION 2.5 TERM

     The term of the Partnership commenced on the date of its formation and the
Partnership shall have a perpetual existence unless it is dissolved pursuant to
the provisions of Article 13 or as otherwise provided by law.

                                   ARTICLE 3.
                                     PURPOSE

SECTION 3.1 PURPOSE AND BUSINESS

     The purpose and nature of the business to be conducted by the Partnership
is to (i) conduct any business that may be lawfully conducted by a limited
partnership organized pursuant to the Act, (ii) enter into any partnership,
joint venture or other similar arrangement to engage in any business described
in the foregoing clause (i) or to own interests in any entity engaged, directly
or indirectly, in any such business and (iii) do anything necessary or
incidental to the foregoing, provided, however, that such business shall be
limited to and conducted in such a manner as to permit the General Partner at
all times to be classified as a REIT for federal income tax purposes, unless the
General Partner ceases to qualify as a REIT for reasons other than the conduct
of the business of the Partnership. In connection with the foregoing, and
without limiting the General Partner's right in its sole discretion to cease
qualifying as a REIT, the Limited Partners acknowledge that the General
Partner's current status as a REIT inures to the benefit of all the Limited
Partners and not solely the General Partner.

SECTION 3.2 POWERS

     The Partnership is 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


                                       -14-

<PAGE>

described herein and for the protection and benefit of the Partnership,
including, without limitation, full power and authority, directly or through its
ownership interest in other entities, to enter into, perform and carry out
contracts of any kind, borrow money and issue evidences of indebtedness, whether
or not secured by mortgage, deed of trust, pledge or other lien, grant
guarantees and/or indemnities, acquire, own, manage, improve and develop real
property, and lease, sell, transfer and dispose of real property; provided,
however, notwithstanding anything to the contrary in this Agreement, the
Partnership shall not take, or refrain from taking, any action which, in the
judgment of the General Partner, in its sole and absolute discretion, (i) could
adversely affect the ability of the General Partner to continue to qualify as a
REIT, (ii) absent the consent of the General Partner, which may be given or
withheld in its sole and absolute discretion, could subject the General Partner
to any taxes under Section 857 or Section 4981 of the Code, or (iii) could
violate any law or regulation of any governmental body or agency having
jurisdiction over the General Partner or its securities, unless any such action
(or inaction) under the foregoing clauses (i), (ii) or (iii) shall have been
specifically consented to by the General Partner in writing.

SECTION 3.3 PARTNERSHIP ONLY FOR PURPOSES SPECIFIED

     The Partnership shall be a partnership only for the purposes specified in
Section 3.1, and this Agreement shall not be deemed to create a partnership
among the Partners with respect to any activities whatsoever other than the
activities within the purposes of the Partnership as specified in Section 3.1.
Except as otherwise provided in this Agreement, no Partner shall have any
authority to act for, bind, commit or assume any obligation or responsibility on
behalf of the Partnership, its properties or any other Partner. No Partner, in
its capacity as a Partner under this Agreement, shall be responsible or liable
for any indebtedness or obligation of another Partner, nor shall the Partnership
be responsible or liable for any indebtedness or obligation of any Partner,
incurred either before or after the execution and delivery of this Agreement by
such Partner, except as to those responsibilities, liabilities, indebtedness or
obligations incurred pursuant to and as limited by the terms of this Agreement
and the Act.

SECTION 3.4 REPRESENTATIONS AND WARRANTIES BY THE PARTIES

     A. Each Partner that is an individual represents and warrants to each other
Partner that (i) such Partner has the legal capacity to enter into this
Agreement and perform such Partner's obligations hereunder, (ii) the
consummation of the transactions contemplated by this Agreement to be performed
by such Partner will not result in a breach or violation of, or a default under,
any agreement by which such Partner or any of such Partner's property is or are
bound, or any statute, regulation, order or other law to which such Partner is
subject, (iii) such Partner is a "United States person" within the meaning of
Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and
enforceable against, such Partner in accordance with its terms.

      B. Each Partner that is not an individual represents and warrants to each
other Partner that (i) its execution and delivery of this Agreement and all
transactions contemplated by this Agreement to be performed by it have been duly
authorized by all necessary action, including without limitation, that of its
general partner(s), committee(s), trustee(s), beneficiaries, directors and/or
stockholder(s), as the case may be, as required, (ii) the consummation of such
transactions shall not result in a breach or violation of, or a default under,
its certificate of limited partnership, partnership agreement, trust agreement,
limited liability company operating agreement, charter or bylaws, as the case
may be, any agreement by which such Partner or any of such Partner's properties
or any of its partners, beneficiaries, trustees or stockholders, as the case may
be, is or are bound, or any statute, regulation, order or other law to which
such Partner or any of such Partner's properties or any of its partners,
trustees, beneficiaries or stockholders, as the case may be, is or are subject,
(iii) such Partner is a "United States person" within the meaning of Section
7701(a)(30) of the Code and (iv) this Agreement is binding upon, and enforceable
against, such Partner in accordance with its terms.


                                      -15-

<PAGE>

     C. Each Partner represents, warrants, and agrees that it has acquired and
continues to hold its interest in the Partnership for its own account for
investment only and not for the purpose of, or with a view toward, the resale or
distribution of all or any part thereof, nor with a view toward selling or
otherwise distributing such interest or any part thereof at any particular time
or under any predetermined circumstances. Each Partner further represents and
warrants that it is a sophisticated investor, able and accustomed to handling
sophisticated financial matters for itself, particularly real estate
investments, and that it has a sufficiently high net worth that it does not
anticipate a need for the funds it has invested in the Partnership in what it
understands to be a highly speculative and illiquid investment. Each Partner
represents, warrants and agrees that such Partner is an "accredited investor"
(as such term is defined in Rule 501(a) of Regulation D under the Securities
Act).

     D. Each Partner acknowledges that (i) the OP Units (and any REIT Shares
that might be exchanged therefor) have not been registered under the Securities
Act and may not be transferred unless they are subsequently registered under the
Securities Act or an exemption from such registration is available (it being
understood that the Partnership has no intention of so registering the OP
Units), (ii) a restrictive legend in the form set forth in Exhibit D shall be
placed on the certificates representing the OP Units, and (iii) a notation shall
be made in the appropriate records of the Partnership indicating that the OP
Units are subject to restrictions on transfer.

     E. Each Limited Partner further represents, warrants, covenants and agrees
as follows:

          (1) Except as provided in Exhibit E, at any time such Partner actually
or Constructively Owns a 25% or greater capital interest or profits interest in
the Partnership, it does not and will not, without the prior written consent of
the General Partner, actually own or Constructively Own (a) with respect to any
Tenant that is a corporation, any stock of such Tenant, and (b) with respect to
any Tenant that is not a corporation, any interests in either the assets or net
profits of such Tenant.

          (2) Except as provided in Exhibit F, at any time such Partner actually
or Constructively Owns a 25% or greater capital interest or profits interest in
the Partnership, it does not, and agrees that it will not without the prior
written consent of the General Partner, actually own or Constructively Own, any
stock in the General Partner, other than any REIT Shares or other shares of
capital stock of the General Partner such Partner may acquire as a result of an
exchange of Tendered Units pursuant to Section 8.6, subject to the ownership
limitations set forth in the General Partner's Charter.

          (3) Upon request of the General Partner, it will disclose to the
General Partner the amount of REIT Shares or other shares of capital stock of
the General Partner that it actually owns or Constructively Owns.

          (4) It understands that if, for any reason, (a) the representations,
warranties or agreements set forth in E(1) or (2) above are violated, or (b) the
Partnership's actual or Constructive Ownership of REIT Shares or other shares of
capital stock of the General Partner violates the limitations set forth in the
Charter, then (x) some or all of the Redemption rights of the Partners may
become non-exercisable, and (y) some or all of the REIT Shares owned by the
Partners may be automatically transferred to a trust for the benefit of a
charitable beneficiary, as provided in the Charter.

          (5) Without the consent of the General Partner, which may be given or
withheld in its sole discretion, no Partner shall take any action that would
cause the Partnership at any time to have more than 100 partners (including as
partners those persons indirectly owning an interest in the Partnership through
a partnership, limited liability company, S corporation or grantor trust (such
entity, a "flow through entity"), but only if substantially all of the value of
such person's interest in the flow through entity is attributable to the flow
through entity's interest (direct or indirect) in the Partnership).

     F. The representations and warranties contained in Sections 3.4 shall
survive the execution and delivery of this Agreement by each Partner and the
dissolution and winding-up of the Partnership.


                                       -16-

<PAGE>

     G. Each Partner hereby acknowledges that no representations as to potential
profit, cash flows, funds from operations or yield, if any, in respect of the
Partnership or the General Partner have been made by any Partner or any employee
or representative or Affiliate of any Partner, and that projections and any
other information, including, without limitation, financial and descriptive
information and documentation, which may have been in any manner submitted to
such Partner shall not constitute any representation or warranty of any kind or
nature, express or implied.

SECTION 3.5 CERTAIN ERISA MATTERS

     Each Partner acknowledges that the Partnership is intended to qualify as a
"real estate operating company" (as such term is defined in the Plan Asset
Regulation). The General Partner may structure investments in, relationships
with and conduct with respect to Investments and any other assets of the
Partnership so that the Partnership will be a "real estate operating company"
(as such term is defined in the Plan Asset Regulation).

                                   ARTICLE 4.
                              CAPITAL CONTRIBUTIONS

SECTION 4.1 CAPITAL CONTRIBUTIONS OF THE PARTNERS

     At the time of their respective execution of this Agreement, the Partners
shall make or shall have made Capital Contributions as set forth in Exhibit A to
this Agreement. The Partners shall own OP Units of the class or series and in
the amounts set forth in Exhibit A and shall have a Percentage Interest in the
Partnership as set forth in Exhibit A, which Percentage Interest shall be
adjusted in Exhibit A from time to time by the General Partner to the extent
necessary to reflect accurately exchanges, redemptions, Capital Contributions,
the issuance of additional OP Units or similar events having an effect on a
Partner's Percentage Interest. Except as required by law, as otherwise provided
in Sections 4.3, 4.4 and 10.5, or as otherwise agreed to by a Partner and the
Partnership, no Partner shall be required or permitted to make any additional
Capital Contributions or loans to the Partnership.

SECTION 4.2 LOANS BY THIRD PARTIES

     Subject to Section 4.3, the Partnership may incur Debt, or enter into other
similar credit, guarantee, financing or refinancing arrangements for any purpose
(including, without limitation, in connection with any further acquisition of
Investments) with any Person that is not the General Partner upon such terms as
the General Partner determines appropriate; provided that, the Partnership shall
not incur any Debt that is recourse to the General Partner, except to the extent
otherwise agreed to by the General Partner in its sole discretion.

SECTION 4.3 ADDITIONAL FUNDING AND CAPITAL CONTRIBUTIONS

     A. General. The General Partner may, at any time and from time to time
determine that the Partnership requires additional funds ("Additional Funds")
for the acquisition of additional Investments or for such other Partnership
purposes as the General Partner may determine. Additional Funds may be raised by
the Partnership, at the election of the General Partner, in any manner provided
in, and in accordance with, the terms of this Section 4.3. No Person shall have
any preemptive, preferential or similar right or rights to subscribe for or
acquire any Partnership Interest, except as set forth in this Section 4.3.


                                      -17-

<PAGE>

     B. Issuance of Additional Partnership Interests. The General Partner, in
its sole and absolute discretion, may raise all or any portion of the Additional
Funds by accepting additional Capital Contributions of cash. The General Partner
may also accept additional Capital Contributions of real property or any other
non-cash assets. In connection with any such additional Capital Contributions
(of cash or property), the General Partner is hereby authorized to cause the
Partnership from time to time to issue to Partners (including the General
Partner) or other Persons (including, without limitation, in connection with the
contribution of property to the Partnership) additional OP Units or other
Partnership Interests in one or more classes, or one or more series of any of
such classes, with such designations, preferences and relative, participating,
optional or other special rights, powers, and duties, including rights, powers,
and duties senior to then existing Limited Partner Interests, all as shall be
determined by the General Partner in its sole and absolute discretion subject to
Delaware law, and as set forth by amendment to this Agreement, including without
limitation, (i) the allocations of items of Partnership income, gain, loss,
deduction, and credit to such class or series of Partnership Interests; (ii) the
right of each such class or series of Partnership Interests to share in
Partnership distributions; (iii) the rights of each such class or series of
Partnership Interests upon dissolution and liquidation of the Partnership; and
(iv) the right to vote, including, without limitation, the Limited Partner
approval rights set forth in Section 11.2.A; provided, that no such additional
OP Units or other Partnership Interests shall be issued to the General Partner
unless either (a) (1) the additional Partnership Interests are issued in
connection with the grant, award, or issuance of shares of the General Partner
pursuant to Section 4.3.C below, which shares have designations, preferences,
and other rights (except voting rights) such that the economic interests
attributable to such shares are substantially similar to the designations,
preferences and other rights of the additional Partnership Interests issued to
the General Partner in accordance with this Section 4.3.B, and (2) the General
Partner shall make a Capital Contribution to the Partnership in an amount equal
to the net proceeds raised in connection with such issuance, or (b) the
additional Partnership Interests are issued to all Partners holding Partnership
Interests in the same class in proportion to their respective Percentage
Interests in such class. The General Partner's determination that consideration
is adequate shall be conclusive insofar as the adequacy of consideration relates
to whether the Partnership Interests are validly issued and paid. In the event
that the Partnership issues additional Partnership Interests pursuant to this
Section 4.3.B, the General Partner shall make such revisions to this Agreement
(including but not limited to the revisions described in Section 5.4 and Section
8.6) as it determines are necessary to reflect the issuance of such additional
Partnership Interests. Without limiting the foregoing, the General Partner is
expressly authorized to cause the Partnership to issue OP Units for less than
fair market value, so long as the General Partner concludes in good faith that
such issuance of Partnership Interests is in the best interests of the
Partnership.

     C. Issuance of REIT Shares or Other Securities by the General Partner. The
General Partner shall not issue any additional REIT Shares, other shares of
capital stock of the General Partner or New Securities (other than REIT Shares
issued pursuant to Section 8.6 or such shares, stock or securities pursuant to a
dividend or distribution (including any stock split) to all of its stockholders
or all of its stockholders who hold a particular class of stock of the General
Partner) unless (i) the General Partner shall cause the Partnership to issue to
the General Partner, Partnership Interests or rights, options, warrants or
convertible or exchangeable securities of the Partnership having designations,
preferences and other rights, all such that the economic interests thereof are
substantially similar to those of the REIT Shares, other shares of capital stock
of the General Partner or New Securities issued by the General Partner and (ii)
the General Partner shall make a Capital Contribution of the net proceeds from
the issuance of such additional REIT Shares, other shares of capital stock or
New Securities, as the case may be, and from the exercise of the rights
contained in such additional New Securities, as the case may be. Without
limiting the foregoing, the General Partner is expressly authorized to issue
REIT Shares, other shares of capital stock of the General Partner or New
Securities for no tangible value or for less than fair market value, and the
General Partner is expressly authorized to cause the Partnership to issue to the
General Partner corresponding Partnership Interests, so long as (x) the General
Partner concludes in good faith that such issuance of Partnership Interests is
in the interests of the Partnership; and (y) the General Partner contributes all
proceeds, if any, from such issuance and exercise to the Partnership. In
connection with the General Partner's initial offering of REIT Shares, any other
issuance of REIT Shares, other capital stock of the General Partner or New


                                      -18-

<PAGE>

Securities, the General Partner shall contribute to the Partnership, any net
proceeds raised in connection with such issuance; provided, that the General
Partner may use a portion of the net proceeds from any offering to acquire OP
Units or other assets (provided such other assets are contributed to the
Partnership pursuant to the terms of this Agreement; and provided further that
if the net proceeds actually received by the General Partner are less than the
gross proceeds of such issuance as a result of any underwriter's discount or
other expenses paid or incurred in connection with such issuance then, except to
the extent such net proceeds are used to acquire OP Units, the General Partner
shall be deemed to have made a Capital Contribution to the Partnership in the
amount equal to the sum of the net proceeds of such issuance plus the amount of
such underwriter's discount and other expenses paid by the General Partner
(which discount and expense shall be treated as an expense for the benefit of
the Partnership for purposes of Section 7.4)).

     D. Percentage Interest Adjustments in the Case of Capital Contributions for
OP Units. Upon the acceptance of additional Capital Contributions in exchange
for OP Units, the Percentage Interest in such OP Units shall be equal to a
fraction, the numerator of which is equal to the amount of cash and the Agreed
Value of the Property contributed as of the time such additional Capital
Contributions are made (an "Adjustment Date") and the denominator of which is
equal to the sum of (i) the Deemed Value of the Partnership Interests of such
class or series (computed as of the Business Day immediately preceding the
Adjustment Date) and (ii) the aggregate Agreed Value of additional Capital
Contributions contributed by all Partners and/or third parties to the
Partnership on such Adjustment Date in such class or series of Partnership
Interests. The Percentage Interest of each other Partner holding Partnership
Interests of such class or series not making a full pro rata Capital
Contribution shall be adjusted to equal a fraction, the numerator of which is
equal to the sum of (i) the Deemed Partnership Interest Value of such Limited
Partner in respect of such class or series (computed as of the Business Day
immediately preceding the Adjustment Date) and (ii) the Agreed Value of
additional Capital Contributions, if any, made by such Partner to the
Partnership in such class or series of Partnership Interests as of such
Adjustment Date, and the denominator of which is equal to the sum of (i) the
Deemed Value of the Partnership Interests of such class or series (computed as
of the Business Day immediately preceding the Adjustment Date), plus (ii) the
aggregate Agreed Value of additional Capital Contributions contributed by all
Partners and/or third parties to the Partnership on such Adjustment Date in such
class or series. Provided, however, solely for purposes of calculating a
Partner's Percentage Interest pursuant to this Section 4.3.D, (i) in the case of
cash Capital Contributions by the General Partner funded by an offering of REIT
Shares or other shares of capital stock of the General Partner and (ii) in the
case of the contribution of properties by the General Partner which were
acquired by the General Partner in exchange for REIT Shares or other shares of
capital stock of the General Partner immediately prior to such contribution, the
General Partner shall be issued a number of OP Units equal and corresponding to
the number of such shares issued by the General Partner in exchange for such
cash or Investments, the OP Units held by the other Partners shall not be
adjusted, and the Partners' Percentage Interests shall be adjusted accordingly.
The General Partner shall promptly give each Partner written notice of its
Percentage Interest, as adjusted.

     E. Reinvestment of Special General Partner Distributions. The Special
General Partner, in its sole and absolute discretion, may elect, on an annual
basis, to reinvest all, or any portion, of the distributions of Available Cash
and Capital Proceeds it receives under Section 5.1 in the Partnership in
exchange for the issuance of OP Units. If the Special General Partner elects to
reinvest any portion of Available Cash and Capital Proceeds distributed to the
Special General Partner under this Agreement, the Special General Partner shall
be treated no differently than any Limited Partner making a Capital Contribution
to the Partnership under Section 4.3.

SECTION 4.4 OTHER CONTRIBUTION PROVISIONS

     With the consent of the General Partner, in its sole discretion, one or
more Limited Partners may enter into agreements with the Partnership, in the
form of a guarantee or contribution agreement, which have the effect of
providing a guarantee of certain obligations of the Partnership.


                                      -19-

<PAGE>

SECTION 4.5 NO PREEMPTIVE RIGHTS

     Except to the extent expressly granted by the Partnership pursuant to
another agreement, no Person shall have any preemptive, preferential or other
similar right with respect to (i) providing funds to the Partnership or (ii)
issuance or sale of any OP Units or other Partnership Interests.

SECTION 4.6 NO INTEREST; NO RETURN.

     No Partner shall be entitled to interest on its Capital Contribution or on
such Partner's Capital Account. Except as provided herein or by law, no Partner
shall have any right to demand or receive the return of its Capital Contribution
from the Partnership.

SECTION 4.7 PROFITS INTEREST OF SPECIAL GENERAL PARTNER

     To the extent that the Special General Partner receives a Partnership
Interest with a disproportionate interest in Partnership Net Income or Net Loss,
such Partnership Interest shall be treated as a "profits interest" received for
services rendered, or to be rendered, within the meaning of IRS Rev. Proc.
93-27, 1993-2 C.B. 343.

                                   ARTICLE 5.
                                  DISTRIBUTIONS

SECTION 5.1 REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS

     The General Partner shall cause the Partnership to distribute at least
quarterly all, or such portion as the General Partner may in its discretion
determine, Available Cash and Capital Proceeds generated by the Partnership to
the Partners who are Partners on the applicable Partnership Record Date with
respect to such distribution, in the following order and priority:

     A.    Available Cash.

          (1) First, Available Cash from Long-Term Net Leased Properties shall
be distributed ten percent (10%) to the Special General Partner, and ninety
percent (90%) to the Partners in proportion to their respective Percentage
Interests;

          (2) Second, Available Cash from Real Estate Related Loans shall be
distributed one hundred percent (100%) to the Special General Partner in an
amount equal to the lesser of (i) ten percent (10%) of Available Cash from Real
Estate Related Loans, or (ii) twenty percent (20%) of Available Cash from Real
Estate Related Loans in excess of five percent (5%) of Available Cash from Real
Estate Related Loans; and any remaining Available Cash from Real Estate Related
Loans shall be distributed to the Partners in proportion to their respective
Percentage Interests;

           (3) Third, Available Cash from Real Estate Securities shall be
distributed one hundred percent (100%) to the Partners in proportion to their
respective Percentage Interests; and

          (4) Fourth, Available Residual Cash shall be distributed ten percent
(10%) to the Special General Partner, and ninety percent (90%) to the Partners
in proportion to their respective Percentage Interests.

     B.    Distribution of Capital Proceeds.


                                      -20-

<PAGE>

          (1) First, Capital Proceeds shall be distributed one hundred percent
(100%) to the General Partner until the General Partner has received
distributions under this Section 5.1.B(1) equal to the General Partner Unpaid
Priority Return;

          (2) Second, Capital Proceeds shall be distributed one hundred percent
(100%) to the General Partner until the General Partner Net Current Investment
has been reduced to zero; and

          (3) Third, any remaining Capital Proceeds shall be distributed fifteen
percent (15%) to the Special General Partner and eighty-five percent (85%) to
the Partners in proportion to their respective Percentage Interests.

Notwithstanding any other provision of this Article 5 to the contrary, the
General Partner shall take such reasonable efforts, as determined by it in its
sole and absolute discretion and consistent with its qualification as a REIT, to
cause the Partnership to distribute sufficient amounts to enable the General
Partner, for so long as the General Partner has determined to qualify as a REIT,
to pay stockholder dividends that will (a) satisfy the requirements for
qualifying as a REIT under the Code and Regulations ("REIT Requirements"), and
(b) except to the extent otherwise determined by the General Partner, avoid the
imposition of any federal income or excise tax liability on the General Partner.

SECTION 5.2 DISTRIBUTIONS IN KIND

     Except as expressly provided herein, no right is given to any Partner to
demand and receive property other than cash. The General Partner may determine,
in its sole and absolute discretion, to make a distribution in-kind to the
Partners of Partnership assets, and such assets shall be distributed in such a
fashion as to ensure that the fair market value is distributed and allocated in
accordance with Articles 5, 6 and 10.

SECTION 5.3 DISTRIBUTIONS UPON LIQUIDATION

     Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be
distributed to the Partners in accordance with Section 13.2.

SECTION 5.4 DISTRIBUTIONS TO REFLECT ISSUANCE OF ADDITIONAL PARTNERSHIP
INTERESTS

     In the event that the Partnership issues additional Partnership Interests
to the General Partner, the Special General Partner, or any Additional Limited
Partner pursuant to Section 4.3.B, 4.3.C, or 4.3E, the General Partner shall
make such revisions to this Article 5 as it determines are necessary to reflect
the issuance of such additional Partnership Interests. In the absence of any
agreement to the contrary, an Additional Limited Partner shall be entitled to
the distributions set forth in Section 5.1 (without regard to this Section 5.4)
with respect to the period during which the closing of its contribution to the
Partnership occurs, multiplied by a fraction the numerator of which is the
number of days from and after the date of such closing through the end of the
applicable period, and the denominator of which is the total number of days in
such period.

SECTION 5.5 DISTRIBUTION LIMITATION

     Notwithstanding any other provision in this Article 5, the General Partner
shall have the power, in its reasonable discretion, to adjust the distributions
to the Special General Partner to the extent necessary to avoid violations of
the "2%/25% Guidelines" as described in the Advisory Agreement.


                                       -21-

<PAGE>

                                   ARTICLE 6.
                                   ALLOCATIONS

SECTION 6.1 TIMING AND AMOUNT OF ALLOCATIONS OF NET INCOME AND NET LOSS

     Net Income and Net Loss of the Partnership shall be determined and
allocated with respect to each Partnership Year of the Partnership as of the end
of each such year. Subject to the other provisions of this Article 6, an
allocation to a Partner of a share of Net Income or Net Loss shall be treated as
an allocation of the same share of each item of income, gain, loss or deduction
that is taken into account in computing Net Income or Net Loss.

SECTION 6.2 GENERAL ALLOCATIONS

     A. Allocation of Net Income and Net Loss Other Than From a Capital
Transaction.

      (1) Net Income other than from a Capital Transaction. Except as otherwise
provided in Section 6.3, Net Income other than from a Capital Transaction for
any Partnership Year shall be allocated to the Partners in the following manner
and order of priority:

          (a) First, Net Income from Long-Term Net Leased Properties shall be
allocated ten percent (10%) to the Special General Partner, and ninety percent
(90%) to the Partners in proportion to their respective Percentage Interests;

          (b) Second, Net Income from Real Estate Related Loans shall be
allocated one hundred percent (100%) to the Special General Partner in an amount
equal to the lesser of (i) ten percent (10%) of Net Income from Real Estate
Related Loans, or (ii) twenty percent (20%) of Net Income from Real Estate
Related Loans in excess of five percent (5%) of Net Income from Real Estate
Related Loans; and any remaining Net Income from Real Estate Related Loans shall
be allocated to the Partners in proportion to their respective Percentage
Interests;

          (c) Third, Net Income from Real Estate Securities shall be allocated
one hundred percent (100%) to the Partners in proportion to their respective
Percentage Interests; and

          (d) Fourth, Net Residual Income shall be allocated ten percent (10%)
to the Special General Partner, and ninety percent (90%) to the Partners in
proportion to their respective Percentage Interests.

     (2) Net Loss other than from a Capital Transaction. Except as otherwise
provided in Section 6.3, Net Loss other than from a Capital Transaction for any
Partnership Year shall be allocated to the Partners in the following manner and
order of priority:

          (a) First, to the Partners, in proportion to their relative
allocations of Net Income other than from a Capital Transaction pursuant to
Section 6.2.A(1) until the aggregate allocations of Net Loss other than from a
Capital Transaction pursuant to this Section 6.2.A(2) for all Partnership Years
equal the aggregate allocations of Net Income other than from a Capital
Transaction pursuant to Section 6.2.A(1) for all prior Partnership Years;

          (b) Second, to the Partners in proportion to their respective Adjusted
Capital Account Balances until the Adjusted Capital Account Balance of each such
Partner is zero; and

          (c) Third, to each of the Partners in proportion to their respective
Percentage Interests.

     B. Allocation of Net Income and Net Loss From a Capital Transaction


                                      -22-

<PAGE>

      (1) Net Income from a Capital Transaction. Except as otherwise provided in
Section 6.3, Net Income from a Capital Transaction for any Partnership Year
shall be allocated to the Partners in the following manner and order of
priority:

          (a) First, to the Partners, in proportion to their relative
allocations of Net Loss from a Capital Transaction pursuant to Section
6.2.B(2)(b) and (c) until the aggregate allocations of Net Income from a Capital
Transaction pursuant to this Section 6.2.B(1)(a) for all Partnership Years equal
the aggregate allocations of Net Loss from a Capital Transaction pursuant to
Section 6.2.B(2)(b) and (c) for all prior Partnership Years;

          (b) Second, one hundred percent (100%) to the General Partner until
the Adjusted Capital Account Balance of the General Partner equals the sum of
the General Partner Net Current Investment and the General Partner Unpaid
Priority Return; and

          (c) Third, fifteen percent (15%) to the Special General Partner, and
eighty-five percent (85%) to the Partners in proportion to their respective
Percentage Interests.

     (2) Net Loss from a Capital