AGREEMENT OF LIMITED PARTNERSHIP OF WELLS TIMBER OPERATING PARTNERSHIP, L.P

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EXHIBIT 10.2

AGREEMENT OF LIMITED PARTNERSHIP

OF

WELLS TIMBER OPERATING PARTNERSHIP, L.P.

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TABLE OF CONTENTS

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ARTICLE I DEFINED TERMS............................................... 1

ARTICLE II PARTNERSHIP FORMATION AND IDENTIFICATION.................... 9

2.01 Formation.............................................. 9

2.02 Name, Office and Registered Agent...................... 9

2.03 Partners............................................... 9

2.04 Term and Dissolution................................... 9

2.05 Filing of Certificate and Perfection of Limited

Partnership................................................. 10

2.06 Certificates Describing Partnership Units and Special

Partnership Units........................................... 10

ARTICLE III BUSINESS OF THE PARTNERSHIP................................. 10

ARTICLE IV CAPITAL CONTRIBUTIONS AND ACCOUNTS.......................... 10

4.01 Capital Contributions.................................. 11

4.02 Additional Capital Contributions and Issuance of

Additional Partnership Interests............................ 11

4.03 Additional Funding..................................... 13

4.04 Capital Accounts....................................... 13

4.05 Percentage Interests................................... 13

4.06 No Interest on Contributions........................... 13

4.07 Return of Capital Contributions........................ 14

4.08 No Third Party Beneficiary............................. 14

ARTICLE V PROFITS AND LOSSES; DISTRIBUTIONS........................... 14

5.01 Allocation of Profit and Loss.......................... 14

5.02 Distribution of Cash................................... 16

5.03 REIT Distribution Requirements......................... 17

5.04 No Right to Distributions In Kind...................... 18

5.05 Limitations of Return of Capital Contributions......... 18

5.06 Distributions Upon Liquidation......................... 18

5.07 Substantial Economic Effect............................ 18

ARTICLE VI RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER....... 18

6.01 Management of the Partnership.......................... 18

6.02 Delegation of Authority................................ 20

6.03 Indemnification and Exculpation of Indemnitees......... 20

6.04 Liability of the General Partner....................... 22

6.05 Reimbursement of General Partner....................... 23

6.06 Outside Activities..................................... 23

6.07 Employment or Retention of Affiliates.................. 23

6.08 General Partner Participation.......................... 23

6.09 Title to Partnership Assets............................ 24

6.10 Miscellaneous.......................................... 24

ARTICLE VII CHANGES IN GENERAL PARTNER.................................. 24

7.01 Transfer of the General Partner's Partnership

Interest.................................................... 24

7.02 Admission of a Substitute or Additional General

Partner..................................................... 26

7.03 Effect of Bankruptcy, Withdrawal, Death or

Dissolution of a General Partner............................ 26

7.04 Removal of a General Partner........................... 27

ARTICLE VIII RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS.............. 28

8.01 Management of the Partnership.......................... 28

8.02 Power of Attorney...................................... 28

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8.03 Limitation on Liability of Limited Partners............ 28

8.04 Ownership by Limited Partner of Corporate General

Partner or Affiliate........................................ 28

8.05 Redemption Right....................................... 28

8.06 Registration........................................... 30

8.07 Redemption of Special Partnership Units................ 31

ARTICLE IX TRANSFERS AND REDEMPTIONS OF LIMITED PARTNERSHIP INTERESTS.. 32

9.01 Purchase for Investment................................ 32

9.02 Restrictions on Transfer of Limited Partnership

Interests................................................... 32

9.03 Admission of Substitute Limited Partner................ 33

9.04 Rights of Assignees of Partnership Interests........... 34

9.05 Effect of Bankruptcy, Death, Incompetence or

Termination of a Limited Partner............................ 35

9.06 Joint Ownership of Interests........................... 35

9.07 Redemption of Partnership Units........................ 35

ARTICLE X BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS.................. 35

10.01 Books and Records..................................... 35

10.02 Custody of Partnership Funds; Bank Accounts........... 36

10.03 Fiscal and Taxable Year............................... 36

10.04 Annual Tax Information and Report..................... 36

10.05 Tax Matters Partner; Tax Elections; Special Basis

Adjustments................................................. 36

10.06 Reports to Limited Partners........................... 36

ARTICLE XI AMENDMENT OF AGREEMENT; MERGER.............................. 37

ARTICLE XII GENERAL PROVISIONS.......................................... 37

12.01 Notices............................................... 37

12.02 Survival of Rights.................................... 38

12.03 Additional Documents.................................. 38

12.04 Severability.......................................... 38

12.05 Entire Agreement...................................... 38

12.06 Pronouns and Plurals.................................. 38

12.07 Headings.............................................. 38

12.08 Counterparts.......................................... 38

12.09 Governing Law......................................... 38

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EXHIBIT A ALLOCATION OF PARTNERSHIP UNITS

EXHIBIT B NOTICE OF EXERCISE OF REDEMPTION RIGHT

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AGREEMENT OF LIMITED PARTNERSHIP

OF

WELLS TIMBER OPERATING PARTNERSHIP, L.P.

RECITALS

Wells Timber Operating Partnership, L.P. (the "Partnership") was formed as

a limited partnership under the laws of the State of Delaware, pursuant to a

Certificate of Limited Partnership filed with the Office of the Secretary of

State of the State of Delaware effective as of November 9, 2005. This Agreement

of Limited Partnership is entered into this 9th day of November, 2005 between

Wells Timber Real Estate Investment Trust, Inc., a Maryland corporation (the

"General Partner") and the Limited Partner(s) set forth on Exhibit A hereto (the

"Agreement").

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, of mutual covenants

between the parties hereto, and of other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings

specified below:

"Act" means the Delaware Revised Uniform Limited Partnership Act, as it may

be amended from time to time.

"Additional Funds" has the meaning set forth in Section 4.03 hereof.

"Additional Securities" means any additional REIT Shares (other than REIT

Shares issued in connection with an exchange pursuant to Section 8.05 hereof) or

rights, options, warrants or convertible or exchangeable securities containing

the right to subscribe for or purchase REIT Shares, as set forth in Section

4.02(a)(ii).

"Administrative Expenses" means (i) all administrative and operating costs

and expenses incurred by the Partnership, (ii) those administrative costs and

expenses of the General Partner, including any salaries or other payments to

directors, officers or employees of the General Partner, and any accounting and

legal expenses of the General Partner, which expenses, the Partners have agreed,

are expenses of the Partnership and not the General Partner, and (iii) to the

extent not included in clause (ii) above, REIT Expenses; provided, however, that

Administrative Expenses shall not include any administrative costs and expenses

incurred by the General Partner that are attributable to Properties or

partnership interests in a Subsidiary Partnership that are owned by the General

Partner directly.

"Advisor" or "Advisors" means the Persons or Persons, if any, appointed,

employed or contracted with by the General Partner and responsible for directing

or performing the day-to-day business affairs of the General Partner, including

any Person to whom the Advisor subcontracts substantially all of such functions.

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"Advisory Agreement" means the agreement between the Partner, the General

Partner and the Advisor pursuant to which the Advisor will direct or perform the

day-to-day business affairs of the General Partner.

"Affiliate" means, (i) any Person that, directly or indirectly, controls or

is controlled by or is under common control with such Person, (ii) any other

Person that owns, beneficially, directly or indirectly, 10% or more of the

outstanding capital stock, shares or equity interests of such Person, or (iii)

any officer, director, employee, partner or trustee of such Person or any Person

controlling, controlled by or under common control with such Person (excluding

trustees and persons serving in similar capacities who are not otherwise an

Affiliate of such Person). For the purposes of this definition, "control"

(including the correlative meanings of the terms "controlled by" and "under

common control with"), as used with respect to any Person, shall mean the

possession, directly or indirectly, of the power to direct or cause the

direction of the management and policies of such Person, through the ownership

of voting securities or partnership interests or otherwise.

"Agreed Value" means the fair market value of a Partner's non-cash Capital

Contribution as of the date of contribution as agreed to by such Partner and the

General Partner. The names and addresses of the Partners, number of Partnership

Units or Special Partnership Units issued to each Partner, and the Agreed Value

of non-cash Capital Contributions as of the date of contribution is set forth on

Exhibit A.

"Agreement" means this Agreement of Limited Partnership.

"Articles of Incorporation" means the Articles of Incorporation of the

General Partner filed with the Maryland State Department of Assessments and

Taxation, as amended or restated from time to time.

"Capital Account" has the meaning provided in Section 4.04 hereof.

"Capital Contribution" means the total amount of cash, cash equivalents,

and the Agreed Value of any Property or other asset contributed or agreed to be

contributed, as the context requires, to the Partnership by each Partner

pursuant to the terms of the Agreement. Any reference to the Capital

Contribution of a Partner shall include the Capital Contribution made by a

predecessor holder of the Partnership Interest of such Partner.

"Cash Amount" means an amount of cash per Partnership Unit equal to the

Value of the REIT Shares Amount on the date of receipt by the General Partner of

a Notice of Redemption.

"Certificate" means any instrument or document that is required under the

laws of the State of Delaware, or any other jurisdiction in which the

Partnership conducts business, to be signed and sworn to by the Partners of the

Partnership (either by themselves or pursuant to the power-of-attorney granted

to the General Partner in Section 8.02 hereof) and filed for recording in the

appropriate public offices within the State of Delaware or such other

jurisdiction to perfect or maintain the Partnership as a limited partnership, to

effect the admission, withdrawal, or substitution of any Partner of the

Partnership, or to protect the limited liability of the Limited Partners as

limited partners under the laws of the State of Delaware or such other

jurisdiction.

"Code" means the Internal Revenue Code of 1986, as amended, and as

hereafter amended from time to time. Reference to any particular provision of

the Code shall mean that provision in the Code at the date hereof and any

successor provision of the Code.

"Commission" means the U.S. Securities and Exchange Commission.

"Conversion Factor" means 1.0, provided that in the event that the General

Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT

Shares or makes a

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distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii)

subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT

Shares into a smaller number of REIT Shares, the Conversion Factor shall be

adjusted by multiplying the Conversion Factor by a fraction, the numerator of

which shall be the number of REIT Shares issued and outstanding on the record

date for such dividend, distribution, subdivision or combination (assuming for

such purposes that such dividend, distribution, subdivision or combination has

occurred as of such time), and the denominator of which shall be the actual

number of REIT Shares (determined without the above assumption) issued and

outstanding on such date and, provided further, that in the event that an entity

other than an Affiliate of the General Partner shall become General Partner

pursuant to any merger, consolidation or combination of the General Partner with

or into another entity (the "Successor Entity"), the Conversion Factor shall be

adjusted by multiplying the Conversion Factor by the number of shares of the

Successor Entity into which one REIT Share is converted pursuant to such merger,

consolidation or combination, determined as of the date of such merger,

consolidation or combination. Any adjustment to the Conversion Factor shall

become effective immediately after the effective date of such event retroactive

to the record date, if any, for such event; provided, however, that if the

General Partner receives a Notice of Redemption after the record date, but prior

to the effective date of such dividend, distribution, subdivision or

combination, the Conversion Factor shall be determined as if the General Partner

had received the Notice of Redemption immediately prior to the record date for

such dividend, distribution, subdivision or combination.

"Event of Bankruptcy" as to any Person means the filing of a petition for

relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978

or similar provision of law of any jurisdiction (except if such petition is

contested by such Person and has been dismissed within 90 days); insolvency or

bankruptcy of such Person as finally determined by a court proceeding; filing by

such Person of a petition or application to accomplish the same or for the

appointment of a receiver or a trustee for such Person or a substantial part of

his assets; commencement of any proceedings relating to such Person as a debtor

under any other reorganization, arrangement, insolvency, adjustment of debtor

liquidation law of any jurisdiction, whether now in existence or hereinafter in

effect, either by such Person or by another, provided that if such proceeding is

commenced by another, such Person indicates his approval of such proceeding,

consents thereto or acquiesces therein, or such proceeding is contested by such

Person and has not been finally dismissed within 90 days.

"General Partner" means Wells Timber Real Estate Investment Trust, Inc., a

Maryland corporation, and any Person who becomes a substitute or additional

General Partner as provided herein, and any of their successors as General

Partner.

"General Partnership Interest" means a Partnership Interest held by the

General Partner that is a general partnership interest.

"Indemnitee" means (i) any Person made a party to a proceeding by reason of

its status as the General Partner, or a director, officer or employee of the

General Partner or the Partnership, and (ii) such other Persons (including

Affiliates of the General Partner or the Partnership) as the General Partner may

designate from time to time, in its sole and absolute discretion.

"Independent Director" means a director of the General Partner who is not

an officer or employee of the General Partner, any Affiliate of an officer or

employee or any Affiliate of (i) any lessee of any property of the General

Partner or any Subsidiary of the General Partner, (ii) any Subsidiary of the

General Partner, or (iii) any partnership that is an Affiliate of the General

Partner.

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"Issue Price" means the per share price at which the applicable REIT Shares

were offered in the General Partner's public offering pursuant to which they

were issued, not reduced by any discounted selling commissions or reduced fees

that the General Partner may pay to its Dealer Manager which may have applied to

the purchase of such REIT Shares.

"Joint Venture" means any Person named as a Limited Partner on Exhibit A

attached hereto, and any Person who becomes a Substitute Limited Partner, in

such Person's capacity as a Limited Partner in the Partnership.

"Limited Partner" means any Person named as a Limited Partner on Exhibit A

attached hereto, and any Person who becomes a Substitute or Additional Limited

Partner, in such Person's capacity as a Limited Partner in the Partnership.

"Limited Partnership Interest" means the ownership interest of a Limited

Partner in the Partnership at any particular time, including the right of such

Limited Partner to any and all benefits to which such Limited Partner may be

entitled as provided in this Agreement and in the Act, together with the

obligations of such Limited Partner to comply with all the provisions of this

Agreement and of such Act.

"Listing" means the approval of the REIT Shares, issued by the General

Partner pursuant to an effective Registration Statement, for trading on a

national securities exchange or included for quotation on a national market

system. Upon such Listing, the shares shall be deemed "Listed."

"Loss" has the meaning provided in Section 5.01(f) hereof.

"Market Value" has the meaning provided in Section 8.07(b)

"Minimum Limited Partnership Interest" means the lesser of (i) 1% or (ii)

if the total Capital Contributions to the Partnership exceed $50 million, 1%

divided by the ratio of the total Capital Contributions to the Partnership to

$50 million; provided, however, that the Minimum Limited Partnership Interest

shall not be less than 0.2% at any time.

"Mortgages" means, in connection with any mortgage financing provided,

invested in, participated in or purchased by the Partnership, all of the notes,

deeds of trust, mortgages, security interests or other evidences of indebtedness

or obligations, which are secured by or, collateralized by, or applicable to any

Property owned by the borrowers under such notes, deeds of trust, mortgages,

security interests or other evidences of indebtedness or obligations.

"Net Sales Proceeds" means (i) in the case of a transaction described in

clause (A)(i) of the definition of Sale, the proceeds of any such transaction

less the amount of selling expenses incurred by or on behalf of the Partnership,

including all real estate disposition fees, closings costs and legal fees and

expenses; (A)(ii) in the case of a transaction described in clause (ii) of the

definition of Sale, the proceeds of any such transaction less the amount of

selling expenses incurred by or on behalf of the Partnership, including any

legal fees and expenses and other selling expenses incurred in connection with

such transaction; (iii) in the case of a transaction described in clause

(A)(iii) of the definition of Sale, the proceeds of any such transaction

actually distributed to the Partnership from the Joint Venture less the amount

of any selling expenses incurred by or on behalf of the Partnership (other than

those paid by the Joint Venture); (iv) in the case of a transaction described in

clause (A)(iv) of the definition of Sale, the proceeds of any such transaction

(including the aggregate of all payment under a Mortgage on or in satisfaction

thereof other than regularly schedule interests payments) less the amount of

selling expenses incurred by or on behalf of the Partnership, including all

commissions, closing costs and legal fees and

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expenses; (v) in the case of a transaction described in clause (A)(v) of the

definition of Sale, the proceeds of any such transaction less the amount of

selling expenses incurred by or on behalf of the Partnership, including any

legal fees and expenses and other selling expenses incurred in connection with

such transaction; and (vi) in the case of a transaction described in clause (B)

of the definition of Sale, the proceeds of such transaction or series of

transactions less all amounts generated thereby which are reinvested in one or

more assets as described in clause (B) of the definition of Sale within 180 days

thereafter and less the amount of any real estate commissions, closing costs,

and legal fees and expenses and other selling expenses incurred by or allocated

to the Partnership in connection with such transaction or series of

transactions. Net Sales Proceeds shall also include any amounts that the General

Partner determines, in its discretion, to be economically equivalent to the

proceeds of a Sale. Net Sales Proceeds shall not include any reserves

established by the Partnership in its sole discretion.

"Notice of Redemption" means the Notice of Exercise of Redemption Right

substantially in the form attached as Exhibit B hereto.

"Offer" has the meaning set forth in Section 7.01(c) hereof.

"Offering" means the initial offer and sale by the General Partner and the

purchase by the Dealer Manager (as defined in the Prospectus) of REIT for sale

to the public.

"OP Unitholders" means all holders of Partnership Interests other than the

Special OP Unitholders.

"Original Limited Partner" means the Limited Partner designated as

"Original Limited Partner" on Exhibit A hereto.

"Partner" means any General Partner or Limited Partner.

"Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in

Regulations Section 1.704-2(i). A Partner's share of Partner Nonrecourse Debt

Minimum Gain shall be determined in accordance with Regulations Section

1.704-2(i)(5).

"Partnership" means Wells Timber Operating Partnership, L.P., a Delaware

limited partnership.

"Partnership Interest" means an ownership interest in the Partnership held

by either a Limited 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.

"Partnership Minimum Gain" has the meaning set forth in Regulations Section

1.704-2(d). In accordance with Regulations Section 1.704-2(d), the amount of

Partnership Minimum Gain is determined by first computing, for each Partnership

nonrecourse liability, any gain the Partnership would realize if it disposed of

the property subject to that liability for no consideration other than full

satisfaction of the liability, and then aggregating the separately computed

gains. A Partner's share of Partnership Minimum Gain shall be determined in

accordance with Regulations Section 1.704-2(g)(1).

"Partnership Record Date" means the record date established by the General

Partner for the distribution of cash pursuant to Section 5.02 hereof, which

record date shall be the same as the record date established by the General

Partner for a distribution to its shareholders of some or all of its portion of

such distribution.

"Partnership Unit" means a fractional, undivided share of the Partnership

Interests of all Partners issued hereunder excluding the Partnership Interests

represented by Special Partnership

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Units. The allocation of Partnership Units among the Partners shall be as set

forth on Exhibit A, as may be amended from time to time.

"Percentage Interest" means the percentage ownership interest in the

Partnership of each Partner, as determined by dividing the Partnership Units

owned by a Partner by the total number of Partnership Units then outstanding.

The Percentage Interest of each Partner shall be as set forth on Exhibit A, as

may be amended from time to time.

"Person" means any individual, partnership, corporation, joint venture,

trust or other entity.

"Profit" has the meaning provided in Section 5.01(g) hereof.

"Property" means any timberland or related property or other investment in

which the Partnership holds an ownership interest.

"Prospectus" means the final prospectus delivered to purchasers of REIT

Shares in the Offering.

"Redemption Amount" means either the Cash Amount or the REIT Shares Amount,

as selected by the General Partner in its sole and absolute discretion pursuant

to Section 8.05(b) hereof.

"Redemption Note" has the meaning set forth in Section 8.07(b)(i)

"Redemption Right" has the meaning provided in Section 8.05(a) hereof.

"Redeeming Partner" has the meaning provided in Section 8.05(a) hereof.

"Regulations" means the Federal Income Tax Regulations issued under the

Code, as amended and as hereafter amended from time to time. Reference to any

particular provision of the Regulations shall mean that provision of the

Regulations on the date hereof and any successor provision of the Regulations.

"REIT" means a real estate investment trust under Sections 856 through 860

of the Code.

"REIT Expenses" means (i) costs and expenses relating to the formation and

continuity of existence and operation of the General Partner and any

Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included

within the definition of General Partner), including taxes, fees and assessments

associated therewith, any and all costs, expenses or fees payable to any

director, officer, or employee of the General Partner, (ii) costs and expenses

relating to any public offering and registration of securities by the General

Partner and all statements, reports, fees and expenses incidental thereto,

including, without limitation, underwriting discounts and selling commissions

applicable to any such offering of securities, and any costs and expenses

associated with any claims made by any holders of such securities or any

underwriters or placement agents thereof, (iii) costs and expenses associated

with any repurchase of any securities by the General Partner, (iv) costs and

expenses associated with the preparation and filing of any periodic or other

reports and communications by the General Partner under federal, state or local

laws or regulations, including filings with the Commission, (v) costs and

expenses associated with compliance by the General Partner with laws, rules and

regulations promulgated by any regulatory body, including the Commission and any

securities exchange, (vi) costs and expenses associated with any 401(k) plan,

incentive plan, bonus plan or other plan providing for compensation for the

employees of the General Partner, (vii) costs and expenses incurred by the

General Partner relating to any issuing or redemption of Partnership Interests,

and (viii) all other operating or administrative costs of the General Partner

incurred in the ordinary course of its business on behalf of or in connection

with the Partnership.

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"REIT Share" means a share of common stock, par value $0.01 per share, in

the General Partner (or successor entity, as the case may be).

"REIT Shares Amount" means a number of REIT Shares equal to the product of

the number of Partnership Units offered for exchange by a Redeeming Partner,

multiplied by the Conversion Factor as adjusted to and including the Specified

Redemption Date; provided that in the event the General Partner issues to all

holders of REIT Shares rights, options, warrants or convertible or exchangeable

securities entitling the shareholders to subscribe for or purchase REIT Shares,

or any other securities or property (collectively, the "rights"), and the rights

have not expired at the Specified Redemption Date, then the REIT Shares Amount

shall also include the rights issuable to a holder of the REIT Shares Amount of

REIT Shares on the record date fixed for purposes of determining the holders of

REIT Shares entitled to rights.

"Sale" means (A) any transaction or series of transactions whereby: (i) the

Partnership directly or indirectly (except as described in other subsections of

this definition) sells, grants, transfers, conveys, or relinquishes its

ownership or any Property or portion thereof, including the lease of any

Property and including any event with respect to any Real Property which gives

rise to a significant amount of insurance proceeds or condemnation awards; (ii)

the Partnership directly or indirectly (except as described in other subsections

of this definition) sells, grants, transfers, conveys, or relinquishes its

ownership of all or substantially all of the interest of the Partnership in any

Joint Venture; (iii) any Joint Venture directly or indirectly (except as

described in other subsections of this definition) in which the Partnership as a

co-venturer or partner sells, grants, transfers, conveys, or relinquishes its

ownership of any Real Property or portion thereof, including any event with

respect to any Real Property which gives rise to insurance claims or

condemnation awards; (iv) the Partnership directly or indirectly (except as

described in other subsections of this definition) sells, grants, conveys, or

relinquishes its interest in any Mortgage or portion thereof (including with

respect to any Mortgage, all payments thereunder or in satisfaction thereof

other than regularly scheduled interest payments) of amounts owed pursuant to

such Mortgage and any event which gives rise to a significant amount of

insurance proceeds or similar awards; or (v) the Partnership directly or

indirectly (except as described in any other subsections of this definition)

sells, grants, transfers, conveys, or relinquishes its ownership of any other

Real Property, Mortgage or other investment owner by the Partnership, directly

or indirectly through one or more of its Affiliates, and any other investment

made, directly or indirectly through one or more of its Affiliates, not

previously described in this definition of any portion thereof, but (B) not

including any transaction or series of transactions specified in clause (A)(i)

through (v) above in which the proceeds of such transaction or series of

transactions are reinvested by the Partnership in one or more such assets within

180 days thereafter.

"Securities Act" means the Securities Act of 1933, as amended.

"Service" means the Internal Revenue Service.

"Special OP Unitholders" mean the holders of Special Partnership Units.

"Special Partnership Unit" means a unit of a series of Partnership

Interests, designated as Special Partnership Units, issued pursuant to Section

4.02. The number of Special Partnership Units outstanding and the Special

Percentage Interests in the Partnership represented by such Special Partnership

Units are set forth on Exhibit A, as such Exhibit may be amended from time to

time. A holder of a Special Partnership Unit shall have the same rights and

preferences as a holder of a Partnership Unit under this Agreement that is a

Limited Partner except as set forth in Section 7.01(c), 8.05, 8.06 and 8.07.

"Special Percentage Interest" shall mean the percentage ownership interest

in the Partnership of each Special OP Unitholder, as determined by dividing the

Special Partnership

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Units owned by each Special OP Unitholder by the total number of Special

Partnership Units then outstanding. The Special Percentage Interest of each

Partner shall be as set forth on Exhibit A, as such Exhibit may be amended from

time to time.

"Specified Redemption Date" means the first business day of the month that

is at least 60 business days after the receipt by the General Partner of the

Notice of Redemption.

"Subsidiary" means, with respect to any Person, any corporation 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 of which the partnership

interests therein are owned by the General Partner or a wholly-owned subsidiary

of the General Partner.

"Substitute Limited Partner" means any Person admitted to the Partnership

as a Limited Partner pursuant to Section 9.03 hereof. "Successor Entity" has the

meaning provided in the definition of "Conversion Factor" contained herein.

"Surviving General Partner" has the meaning set forth in Section 7.01(d)

hereof.

"Termination Event" means the termination or non-renewal of the Advisory

Agreement other than for "cause" as defined in the Advisory Agreement.

"Termination Redemption Amount" means the aggregate amount equal to the Net

Sales Proceeds that would have been distributed to the Special OP Unitholders

under Section 5.02(b) if, on the date of the occurrence of a Termination Event

or a Listing, as applicable, all assets of the Partnership had been sold for

their fair market value and all liabilities of the Partnership had been

satisfied in full according to their terms.

"Transaction" has the meaning set forth in Section 7.01(c) hereof.

"Transfer" has the meaning set forth in Section 9.02(a) hereof.

"Value" means, except as provided in Section 8.07(d), with respect to any

security, the average of the daily market price of such security for the ten

consecutive trading days immediately preceding the date of such valuation. The

market price for each such trading day shall be: (i) if the security is Listed,

the sale 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, regular way, on such day,

(ii) if the security is not Listed, the last reported sale price on such day or,

if no sale takes place on such day, the average of the closing bid and asked

prices on such day, as reported by a reliable quotation source designated by the

General Partner, or (iii) if the security is not Listed and no such last

reported sale price or closing bid and asked prices are available, the average

of the reported high bid and low asked prices on such day, as reported by a

reliable quotation source designated by the General Partner, or if there shall

be no bid and asked prices on such day, the average of the high bid and low

asked prices, as so reported, on the most recent day (not more than ten days

prior to the date in question) for which prices have been so reported; provided

that if there are no bid and asked prices reported during the ten days prior to

the date in question, the value of the security 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. In the

event the security includes any additional rights, then the 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. When the Value of a security is being determined for

purposes of issuance to an Affiliated Advisor, such Value as determined by the

General Partner is required to be approved a majority of the General Partner's

"Independent Directors" (as defined in the charter of the General Partner).

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ARTICLE II

PARTNERSHIP FORMATION AND IDENTIFICATION

2.01 Formation. The Partners hereby agree to form the Partnership pursuant

to the Act and upon the terms and conditions set forth in this Agreement.

2.02 Name, Office and Registered Agent. The name of the Partnership is

Wells Timber Operating Partnership, L.P. The specified office and place of

business of the Partnership shall be 6200 The Corners Parkway, Suite 250,

Norcross, Georgia 30092. The General Partner may at any time change the location

of such office, provided the General Partner gives notice to the Partners of any

such change. The name and address of the Partnership's registered agent is The

Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,

Wilmington, New Castle County, Delaware 19801. The sole duty of the registered

agent as such is to forward to the Partnership any notice that is served on him

as registered agent.

2.03 Partners.

(a) The General Partner of the Partnership is Wells Timber Real Estate

Investment Trust, Inc., a Maryland corporation. Its principal place of business

is the same as that of the Partnership.

(b) The Limited Partners are those Persons identified as Limited Partners

on Exhibit A hereto, as amended from time to time.

2.04 Term and Dissolution.

(a) The term of the Partnership shall continue in full force and effect

until December 31, 2053, except that the Partnership shall be dissolved upon the

first to occur of any of the following events:

(i) The occurrence of an Event of Bankruptcy as to a General Partner

or the dissolution, death, removal or withdrawal of a General Partner

unless the business of the Partnership is continued pursuant to Section

7.03(b) hereof; provided that if a General Partner is on the date of such

occurrence a partnership, the dissolution of such General Partner as a

result of the dissolution, death, withdrawal, removal or Event of

Bankruptcy of a partner in such partnership shall not be an event of

dissolution of the Partnership if the business of such General Partner is

continued by the remaining partner or partners, either alone or with

additional partners, and such General Partner and such partners comply with

any other applicable requirements of this Agreement;

(ii) The passage of 90 days after the sale or other disposition of all

or substantially all of the assets of the Partnership (provided that if the

Partnership receives an installment obligation as consideration for such

sale or other disposition, the Partnership shall continue, unless sooner

dissolved under the provisions of this Agreement, until such time as such

note or notes are paid in full);

(iii) The exchange of all Limited Partnership Interests (other than

any of such interests held by the General Partner or Affiliates of the

General Partner); or

(iv) The election by the General Partner that the Partnership should

be dissolved.

(b) Upon dissolution of the Partnership (unless the business of the

Partnership is continued pursuant to Section 7.03(b) hereof), the General

Partner (or its trustee, receiver,

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successor or legal representative) shall amend or cancel the Certificate and

liquidate the Partnership's assets and apply and distribute the proceeds thereof

in accordance with Section 5.06 hereof. Notwithstanding the foregoing, the

liquidating General Partner may either (i) defer liquidation of, or withhold

from distribution for a reasonable time, any assets of the Partnership

(including those necessary to satisfy the Partnership's debts and obligations),

or (ii) distribute the assets to the Partners in kind.

2.05 Filing of Certificate and Perfection of Limited Partnership. The

General Partner shall execute, acknowledge, record and file at the expense of

the Partnership, the Certificate and any and all amendments thereto and all

requisite fictitious name statements and notices in such places and

jurisdictions as may be necessary to cause the Partnership to be treated as a

limited partnership under, and otherwise to comply with, the laws of each state

or other jurisdiction in which the Partnership conducts business.

2.06 Certificates Describing Partnership Units and Special Partnership

Units. At the request of a Limited Partner, the General Partner, at its option,

may issue a certificate summarizing the terms of such Limited Partner's interest

in the Partnership, including the number of Partnership Units and Special

Partnership Units owned and the Percentage Interest and the Special Percentage

Interest represented by such Partnership Units and Special Partnership Units as

of the date of such certificate. Any such certificate (i) shall be in form and

substance as approved by the General Partner, (ii) shall not be negotiable and

(iii) shall bear a legend to the following effect:

This certificate is not negotiable. The Partnership Units and the Special

Partnership Units represented by this certificate are governed by and

transferable only in accordance with the provisions of the Agreement of Limited

Partnership of Wells Timber Operating Partnership, L.P., as amended from time to

time.

ARTICLE III

BUSINESS OF THE PARTNERSHIP

The purpose and nature of the business to be conducted by the Partnership

is (i) to conduct any business that may be lawfully conducted by a limited

partnership organized pursuant to the Act, 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 qualify as a REIT, unless the General Partner otherwise

ceases to qualify as a REIT, (ii) to enter into any partnership, joint venture

or other similar arrangement to engage in any of the foregoing or the ownership

of interests in any entity engaged in any of the foregoing and (iii) to do

anything necessary or incidental to the foregoing. In connection with the

foregoing, and without limiting the General Partner's right in its sole and

absolute discretion to cease qualifying as a REIT, the Partners acknowledge that

the General Partner's current status as a REIT and the avoidance of income and

excise taxes on the General Partner inures to the benefit of all the Partners

and not solely to the General Partner. Notwithstanding the foregoing, the

Limited Partners agree that the General Partner may terminate its status as a

REIT under the Code at any time to the full extent permitted under the Articles

of Incorporation. The General Partner shall also be empowered to do any and all

acts and things necessary or prudent to ensure that the Partnership will not be

classified as a "publicly traded partnership" for purposes of Section 7704 of

the Code.

ARTICLE IV

CAPITAL CONTRIBUTIONS AND ACCOUNTS

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4.01 Capital Contributions. The General Partner and the Limited Partner

have made capital contributions to the Partnership in exchange for the

Partnership Interests set forth opposite their names on Exhibit A, as amended

from time to time.

4.02 Additional Capital Contributions and Issuance of Additional

Partnership Interests. Except as provided in this Section 4.02 or in Section

4.03, the Partners shall have no right or obligation to make any additional

Capital Contributions or loans to the Partnership. The General Partner may

contribute additional capital to the Partnership, from time to time, and receive

additional Partnership Interests in respect thereof, in the manner contemplated

in this Section 4.02.

(a) Issuances of Additional Partnership Interests.

(i) General. The General Partner is hereby authorized to cause the

Partnership to issue such additional Partnership Interests in the form of

Partnership Units for any Partnership purpose at any time or from time to

time, to the Partners (including the General Partner) or to other Persons

for such consideration and on such terms and conditions as shall be

established by the General Partner in its sole and absolute discretion, all

without the approval of any Limited Partners. Any additional Partnership

Interests issued thereby may be issued 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 Limited Partnership

Interests, all as shall be determined by the General Partner in its sole

and absolute discretion and without the approval of any Limited Partner,

subject to Delaware law, including, without limitation, (i) the allocations

of items of Partnership income, gain, loss, deduction and credit to each

such class or series of Partnership Interests; (ii) the right of each such

class or series of Partnership Interests to share in Partnership

distributions; and (iii) the rights of each such class or series of

Partnership Interests upon dissolution and liquidation of the Partnership;

provided, however, that no additional Partnership Interests shall be issued

to the General Partner unless:

(1) (A) the additional Partnership Interests are issued in

connection with an issuance of REIT Shares of or other interests in

the General Partner, which shares or interests have designations,

preferences and other rights, all such that the economic interests are

substantially similar to the designations, preferences and other

rights of the additional Partnership Interests issued to the General

Partner by the Partnership in accordance with this Section 4.02 and

(B) the General Partner shall make a Capital Contribution to the

Partnership in an amount equal to the proceeds raised in connection

with the issuance of such shares of stock of or other interests in the

General Partner;

(2) the additional Partnership Interests are issued in exchange

for property owned by the General Partner with a fair market value, as

determined by the General Partner, in good faith, equal to the value

of the Partnership Interests; or

(3) the additional Partnership Interests are issued to all

Partners in proportion to their respective Percentage Interests.

In addition, the General Partner may acquire Partnership Interests

from other Partners pursuant to this Agreement. In the event that the

Partnership issues Partnership Interests pursuant to this Section 4.02(a),

the General Partner shall make such revisions to this Agreement (without

any requirement of receiving approval of the Limited Partners)

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as it deems necessary to reflect the issuance of such additional

Partnership Interests and any special rights, powers, and duties associated

therewith.

Without limiting the foregoing, the General Partner is expressly

authorized to cause the Partnership to issue Partnership Units for less

than fair market value, so long as the General Partner concludes in good

faith that such issuance is in the best interests of the General Partner

and the Partnership.

(ii) Upon Issuance of Additional Securities. The General Partner shall

not issue any additional REIT Shares (other than REIT Shares issued in

connection with an exchange pursuant to Section 8.05 hereof) or rights,

options, warrants or convertible or exchangeable securities containing the

right to subscribe for or purchase REIT Shares (collectively, "Additional

Securities") other than to all holders of REIT Shares, unless (A) the

General Partner shall cause the Partnership to issue to the General

Partner, as the General Partner may designate, 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 are substantially similar to those of the

Additional Securities, and (B) the General Partner contributes the proceeds

from the issuance of such Additional Securities and from any exercise of

rights contained in such Additional Securities, directly and through the

General Partner, to the Partnership; provided, however, that the General

Partner is allowed to issue Additional Securities in connection with an

acquisition of a property to be held directly by the General Partner, but

if and only if, such direct acquisition and issuance of Additional

Securities have been approved and determined to be in the best interests of

the General Partner and the Partnership by a majority of the Independent

Directors (as defined in the General Partner's Amended and Restated

Articles of Incorporation). Without limiting the foregoing, the General

Partner is expressly authorized to issue Additional Securities for less

than fair market value, and 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 is in the best

interests of the General Partner and the Partnership, including without

limitation, the issuance of REIT Shares and corresponding Partnership Units

pursuant to an employee share purchase plan providing for employee

purchases of REIT Shares at a discount from fair market value or employee

stock options that have an exercise price that is less than the fair market

value of the REIT Shares, either at the time of issuance or at the time of

exercise, and (y) the General Partner contributes all proceeds from such

issuance to the Partnership. For example, in the event the General Partner

issues REIT Shares for a cash purchase price and contributes all of the

proceeds of such issuance to the Partnership as required hereunder, the

General Partner shall be issued a number of additional Partnership Units

equal to the product of (A) the number of such REIT Shares issued by the

General Partner, the proceeds of which were so contributed, multiplied by

(B) a fraction, the numerator of which is 100%, and the denominator of

which is the Conversion Factor in effect on the date of such contribution.

(b) Certain Deemed Contributions of Proceeds of Issuance of REIT Shares. In

connection with any and all issuances of REIT Shares, the General Partner shall

make Capital Contributions to the Partnership of the proceeds therefrom,

provided that if the proceeds actually received and contributed 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 the General Partner shall be deemed to have made Capital

Contributions to the Partnership in the aggregate amount of the gross proceeds

of such issuance and the Partnership shall be deemed simultaneously to have paid

such offering expenses in accordance

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with Section 6.05 hereof and in connection with the required issuance of

additional Partnership Units to the General Partner for such Capital

Contributions pursuant to Section 4.02(a) hereof.

(c) Minimum Limited Partnership Interest. In the event that either an

exchange pursuant to Section 8.05 hereof or additional Capital Contributions by

the General Partner would result in the Limited Partners, in the aggregate,

owning less than the Minimum Limited Partnership Interest, the General Partner

and the Limited Partners shall form another partnership and contribute

sufficient Limited Partnership Interests (other than Special Partnership Units)

together with such other Limited Partners so that the limited partners of such

partnership own at least the Minimum Limited Partnership Interest.

4.03 Additional Funding. If the General Partner determines that it is in

the best interests of the Partnership to provide for additional Partnership

funds ("Additional Funds") for any Partnership purpose, the General Partner may

(i) cause the Partnership to obtain such funds from outside borrowings, or (ii)

elect to have the General Partner or any of its Affiliates provide such

Additional Funds to the Partnership through loans or otherwise.

4.04 Capital Accounts. A separate capital account (a "Capital Account")

shall be established and maintained for each Partner in accordance with

Regulations Section 1.704-1(b)(2)(iv). If (i) a new or existing Partner acquires

an additional Partnership Interest in exchange for more than a de minimis

Capital Contribution, (ii) the Partnership distributes to a Partner more than a

de minimis amount of Partnership property as consideration for a Partnership

Interest, or (iii) the Partnership is liquidated within the meaning of

Regulation Section 1.704-1(b)(2)(ii)(g), the General Partner shall revalue the

property of the Partnership to its fair market value (as determined by the

General Partner, in its sole and absolute discretion, and taking into account

Section 7701(g) of the Code) in accordance with Regulations Section

1.704-1(b)(2)(iv)(f). When the Partnership's property is revalued by the General

Partner, the Capital Accounts of the Partners shall be adjusted in accordance

with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require

such Capital Accounts to be adjusted to reflect the manner in which the

unrealized gain or loss inherent in such property (that has not been reflected

in the Capital Accounts previously) would be allocated among the Partners

pursuant to Section 5.01 if there were a taxable disposition of such property

for its fair market value (as determined by the General Partner, in its sole and

absolute discretion, and taking into account Section 7701(g) of the Code) on the

date of the revaluation.

4.05 Percentage Interests. If the number of outstanding Partnership Units

increases or decreases during a taxable year, each Partner's Percentage Interest

shall be adjusted by the General Partner effective as of the effective date of

each such increase or decrease to a percentage equal to the number of

Partnership Units held by such Partner divided by the aggregate number of

Partnership Units outstanding after giving effect to such increase or decrease.

If the Partners' Percentage Interests are adjusted pursuant to this Section

4.05, the Profits and Losses for the taxable year in which the adjustment occurs

shall be allocated between the part of the year ending on the day when the

Partnership's property is revalued by the General Partner and the part of the

year beginning on the following day either (i) as if the taxable year had ended

on the date of the adjustment or (ii) based on the number of days in each part.

The General Partner, in its sole and absolute discretion, shall determine which

method shall be used to allocate Profits and Losses for the taxable year in

which the adjustment occurs. The allocation of Profits and Losses for the

earlier part of the year shall be based on the Percentage Interests before

adjustment, and the allocation of Profits and Losses for the later part shall be

based on the adjusted Percentage Interests.

4.06 No Interest on Contributions. No Partner shall be entitled to interest

on its Capital Contribution.

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4.07 Return of Capital Contributions. No Partner shall be entitled to

withdraw any part of its Capital Contribution or its Capital Account or to

receive any distribution from the Partnership, except as specifically provided

in this Agreement. Except as otherwise provided herein, there shall be no

obligation to return to any Partner or withdrawn Partner any part of such

Partner's Capital Contribution for so long as the Partnership continues in

existence.

4.08 No Third Party Beneficiary. No creditor or other third party having

dealings with the Partnership shall have the right to enforce the right or

obligation of any Partner to make Capital Contributions or loans or to pursue

any other right or remedy hereunder or at law or in equity, it being understood

and agreed that the provisions of this Agreement shall be solely for the benefit

of, and may be enforced solely by, the parties hereto and their respective

successors and assigns. None of the rights or obligations of the Partners herein

set forth to make Capital Contributions or loans to the Partnership shall be

deemed an asset of the Partnership for any purpose by any creditor or other

third party, nor may such rights or obligations be sold, transferred or assigned

by the Partnership or pledged or encumbered by the Partnership to secure any

debt or other obligation of the Partnership or of any of the Partners. In

addition, it is the intent of the parties hereto that no distribution to any

Limited Partner shall be deemed a return of money or other property in violation

of the Act. However, if any court of competent jurisdiction holds that,

notwithstanding the provisions of this Agreement, any Limited Partner is

obligated to return such money or property, such obligation shall be the

obligation of such Limited Partner and not of the General Partner. Without

limiting the generality of the foregoing, a deficit Capital Account of a Partner

shall not be deemed to be a liability of such Partner nor an asset or property

of the Partnership.

ARTICLE V

PROFITS AND LOSSES; DISTRIBUTIONS

5.01 Allocation of Profit and Loss.

(a) General. Profits (and items thereof) and Losses (and items thereof) for

each fiscal year or other applicable period shall be allocated among the OP

Unitholders in accordance with their respective Percentage Interests.

(b) Special Allocation with Respect to Sales. Profits (and items thereof)

and Losses (and items thereof) for each fiscal year or other applicable period

from Sales shall be allocated among the Partners such that the ending Capital

Account of each Partner, immediately after giving effect to such allocations and

giving effect to any distributions to which such Partner is entitled to pursuant

to 5.02(b), is, as nearly as possible, equal to the amount of the distributions

that would be made to such Partner pursuant to Section 5.06 if (i) the

Partnership were dissolved and terminated at the end of the fiscal year or other

applicable period, (ii) its affairs were wound up and each asset on hand at the

end of the fiscal year or other applicable period were sold for cash equal to

its fair market value (as determined by the General Partner, in its sole and

absolute discretion, and taking into account Section 7701(g) of the Code) in

accordance with Regulations Section 1.704-1(b)(2)(iv)(f), (iii) all liabilities

of the Partnership were satisfied (limited with respect to each nonrecourse

liability to the fair market value of the assets securing such liability); and

(iv) the net assets of the Partnership were distributed to the Partners in

accordance with Section 5.06. For purposes of the preceding allocations only, a

Partner holding more than one class or series of Partnership Interests or units

shall be deemed to be a separate Partner with respect to each such class, series

or units.

(c) Minimum Gain Chargeback. Notwithstanding any provision to the contrary,

(i) any expense of the Partnership that is a "nonrecourse deduction" within the

meaning of Regulations Section 1.704-2(b)(1) shall be allocated in accordance

with the Partners' respective

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Percentage Interests, (ii) any expense of the Partnership that is a "partner

nonrecourse deduction" within the meaning of Regulations Section 1.704-2(i)(2)

shall be allocated to the Partner that bears the "economic risk of loss" of such

deduction in accordance with Regulations Section 1.704-2(i)(1), (iii) if there

is a net decrease in Partnership Minimum Gain within the meaning of Regulations

Section 1.704-2(f)(1) for any Partnership taxable year, then, subject to the

exceptions set forth in Regulations Section 1.704-2(f)(2), (3), (4) and (5),

items of gain and income shall be allocated among the Partners in accordance

with Regulations Section 1.704-2(f) and the ordering rules contained in

Regulations Section 1.704-2(j), and (iv) if there is a net decrease in Partner

Nonrecourse Debt Minimum Gain within the meaning of Regulations Section

1.704-2(i)(4) for any Partnership taxable year, then, subject to the exceptions

set forth in Regulations Section 1.704(2)(g), items of gain and income shall be

allocated among the Partners in accordance with Regulations Section

1.704-2(i)(4) and the ordering rules contained in Regulations Section

1.704-2(j). A Partner's "interest in partnership profits" for purposes of

determining its share of the nonrecourse liabilities of the Partnership within

the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner's

Percentage Interest.

(d) Qualified Income Offset. If a Partner receives in any taxable year an

adjustment, allocation, or distribution described in subparagraphs (4), (5), or

(6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a

deficit balance in such Partner's Capital Account that exceeds the sum of such

Partner's shares of Partnership Minimum Gain and Partner Nonrecourse Debt

Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g)

and 1.704-2(i), such Partner shall be allocated specially for such taxable year

(and, if necessary, later taxable years) items of income and gain in an amount

and manner sufficient to eliminate such deficit Capital Account balance as

quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d).

After the occurrence of an allocation of income or gain to a Partner in

accordance with this Section 5.01(d), to the extent permitted by Regulations

Section 1.704-1(b), items of expense or loss shall be allocated to such Partner

in an amount necessary to offset the income or gain previously allocated to such

Partner under this Section 5.01(d).

(e) Capital Account Deficits. Loss shall not be allocated to a Limited

Partner to the extent that such allocation would cause a deficit in such

Partner's Capital Account (after reduction to reflect the items described in

Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of

such Partner's shares of Partnership Minimum Gain and Partner Nonrecourse Debt

Minimum Gain. Any Loss in excess of that limitation shall be allocated to the

General Partner. After the occurrence of an allocation of Loss to the General

Partner in accorda