EX-10.2 AGREEMENT OF LIMITED PARTNERSHIP

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Exhibit 10.2

AGREEMENT OF LIMITED PARTNERSHIP
OF
WELLS TOTAL RETURN OPERATING PARTNERSHIP, L.P.



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AGREEMENT OF LIMITED PARTNERSHIP
OF
WELLS TOTAL RETURN OPERATING PARTNERSHIP, L.P.

RECITALS

Wells Total Return 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 March 29, 2007. This
Agreement of Limited Partnership (the "Agreement") is entered into this 18th day
of April, 2007 between Wells Total Return REIT, Inc., a Maryland corporation
and the Limited Partners set forth on Exhibit A hereto.

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.

"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.

"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



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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.

"Asset Manager" means Wells Fund Management, Inc., a Georgia
corporation.

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

"Capital Contribution" means the total amount of cash 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
product of the REIT Shares Amount multiplied by the then current price per REIT
Share set forth in the applicable Prospectus as of the date of any Notice of
Redemption delivered by any Limited Partner to the General Partner.

"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.



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"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 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 debt or
under any other reorganization, arrangement, insolvency, adjustment of debt or
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.


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"General Partner" means Wells Total Return REIT, Inc. a Maryland
corporation, and any Person that 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) the General Partner or a director, officer or
employee of the General Partner or Partnership, (ii) the Asset Manager or a
director, officer or employee of the Asset Manager or another agent of the Asset
Manager if such agent is an Affiliate of the Asset Manager, and (iii) such other
Persons (including Affiliates of the General Partner, the Asset Manager 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.

"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.

"Liquidity Event" means the sale of all or substantially all of the
assets of the Partnership and the General Partner or the merger of the
Partnership or the General Partner with any Person other than an Affiliate
thereof or an Affiliate of the Advisor.

"Listing" means the listing of the common stock of the Partnership or
the General Partner on a national securities exchange or automated quotation
system.

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

"Notice of Redemption" means the Notice of Exercise of Redemption Right
substantially in the form attached as Exhibit B hereto.

"NYSE" means the New York Stock Exchange.

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

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"Offering" means the initial offer and sale by the General Partner and
the purchase by the Distributor (as defined in the Prospectus) of REIT Shares
for sale to the public.

"OP Unitholders" means all holders of Partnership Interests other than
Special OP Unitholders who do not own Partnership Units in addition to their
Special Partnership Units.

"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 Total Return 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" is determined in accordance with Regulations
Section 1.704-2(d). 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
Interest represented by Special Partnership 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(f) hereof.

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"Property" means any office or industrial 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, and includes the amendment to the Prospectus to be filed
by the General Partner on each business day reflecting the then current price
per REIT Share.

"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 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 as defined in 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, selling commissions or
distribution charges 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, placement agents, distributors or selling
dealers thereof, (iii) costs and expenses associated with any redemption 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 or expenses 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 redemption 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.

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

"Service" means the Internal Revenue Service.

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

"Special Partnership Interest" means the percentage ownership
interest in the Partnership of each Special OP Unitholder, as determined by
dividing the Special Partnership 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.

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

"Specified Redemption Date" has the meaning provided in Section
8.05(a).

"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.


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

"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, 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 security is listed or admitted to trading on any securities
exchange or the NYSE, 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 security is not listed or admitted to trading
on any securities exchange or the NYSE, 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 security is not listed or admitted to trading on
any securities exchange or the NYSE 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.

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 Total Return 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.




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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 Total Return REIT,
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 Partnership shall have perpetual duration, 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); or

(iii) 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, 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.


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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. 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 Partnership 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 Total Return 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 the foregoing or the ownership
of interests in any entity engaged in 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.


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ARTICLE IV
CAPITAL CONTRIBUTIONS AND ACCOUNTS

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 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;


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(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) 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 a redemption 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 net 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. 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


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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,
distribution charge 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 expenses in accordance 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.

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)
have the General Partner or any of its Affiliates provide such Additional Funds
to the Partnership through loans or otherwise. In no event may the General
Partner require the Limited Partners to make Capital Contributions other than
the Capital Contributions made by such Limited Partners at the time of
acquisition of their Limited Partnership Interests.

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

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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
Partners' Percentage Interests are adjusted 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.

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

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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. Subject to Section 5.01(d), after making any allocations
required pursuant to Sections 5.01(b), 5.01(c) and 5.01(g), Profit and Loss of
the Partnership for each fiscal year or other applicable period of the
Partnership shall be allocated among the Partners in accordance with their
respective Percentage Interests.

(b) 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 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.

(c) 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(c), 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(c).

<PAGE>

(d) 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 accordance with this Section 5.01(d), to the extent permitted by
Regulations Section 1.704-1(b), Profit shall be allocated to such Partner in an
amount necessary to offset the Loss previously allocated to each Partner under
this Section 5.01(d).

(e) Allocations Between Transferor and Transferee. If a Partner
transfers any part or all of its Partnership Interest, the distributive shares
of the various items of Profit and Loss allocable among the Partners during such
fiscal year of the Partnership shall be allocated between the transferor and the
transferee Partner either (i) as if the Partnership's fiscal year had ended on
the date of the transfer, or (ii) based on the number of days of such fiscal
year that each was a Partner without regard to the results of Partnership
activities in the respective portions of such fiscal year in which the
transferor and the transferee were Partners. The General Partner, in its sole
and absolute discretion, shall determine which method shall be used to allocate
the distributive shares of the various items of Profit and Loss between the
transferor and the transferee Partner.

(f) Definition of Profit and Loss. "Profit" and "Loss" and any items of
income, gain, expense, or loss referred to in this Agreement shall be determined
in accordance with federal income tax accounting principles, as modified by
Regulations Section 1.704-1(b)(2)(iv), except that Profit and Loss shall not
include items of income, gain and expense that are specially allocated pursuant
to Sections 5.01(b), 5.01(c), or 5.01(g). All allocations of income, Profit,
gain, Loss, and expense (and all items contained therein) for federal income tax
purposes shall be identical to all allocations of such items set forth in this
Section 5.01, except as otherwise required by Section 704(c) of the Code and
Regulations Section 1.704-1(b)(4). The General Partner shall have the authority
to elect the method to be used by the Partnership for allocating items of
income, gain, and expense as required by Section 704(c) of the Code including a
method that may result in a Partner receiving a disproportionately larger share
of the Partnership tax depreciation deductions, and such election shall be
binding on all Partners.

(g) Special Allocation of Gains to Special OP Unitholders. For any
year in which Special OP Unitholders receive distributions pursuant to Section
8.06 of this Agreement, net capital gains realized in such year by the
Partnership shall be specially allocated to the Special OP Unitholders in
proportion to, and to the extent of, such distributions.

5.02 Distribution of Cash.

(a) The Partnership shall distribute cash on a quarterly (or, at the
election of the General Partner, more frequent) basis, in an amount determined
by the General Partner in its sole and absolute discretion, to the Partners who
are Partners on the Partnership Record Date with respect to such quarter (or
other distribution period) in accordance with their respective Percentage
Interests on the Partnership Record Date; provided, however, that if a new or
existing Partner acquires an additional Partnership Interest in exchange for a
Capital Contribution on any date other than the next day after a Partnership
Record Date, the cash distribution attributable to such additional Partnership
Interest relating to the Partnership Record Date next following the issuance of
such


<PAGE>

additional Partnership Interest (or relating to the Partnership Record Date if
such Partnership Interest was acquired on a Partnership Record Date) shall be
reduced in the proportion to (i) the number of days that such additional
Partnership Interest is held by such Partner bears to (ii) the number of days
between such Partnership Record Date (including such Partnership Record Date)
and the immediately preceding Partnership Record Date.

(b) Except for distributions pursuant to Section 5.06 of this Agreement
in connection with the dissolution and liquidation of the Partnership and
subject to the provisions of Section 5.02(c), 5.02(d), 5.03, 5.05, and 8.06(b)
of this Agreement, all distributions of cash shall be made to the OP Unitholders
in accordance with their respective Percentage Interests on the Partnership
Record Date.


(c) Notwithstanding any other provision of this Agreement, the General
Partner is authorized to take any action that it determines to be necessary or
appropriate to cause the Partnership to comply with any withholding requirements
established under the Code or any other federal, state or local law including,
without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code.
To the extent that the Partnership is required to withhold and pay over to any
taxing authority any amount resulting from the allocation or distribution of
income to the Partner or assignee (including by reason of Section 1446 of the
Code), either (i) if the actual amount to be distributed to the Partner equals
or exceeds the amount required to be withheld by the Partnership, the