EXHIBIT 10.62 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RAMCO/LION VENTURE LP DATED AS OF DECEMBER 29, 2004

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Title: EXHIBIT 10.62 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RAMCO/LION VENTURE LP DATED AS OF DECEMBER 29, 2004
Governing Law: Delaware Date: 3/31/2005
Industry: Real Estate Operations Sector: Services

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EXHIBIT 10.62

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

RAMCO/LION VENTURE LP

DATED AS OF DECEMBER 29, 2004

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS...................................................................... 1

Section 1.1 Definitions............................................................ 1

ARTICLE II FORMATION, DURATION, PURPOSES, AND CONFIDENTIALITY............................... 23

Section 2.1 Formation; Admission of Partners....................................... 23

Section 2.2 Name; Registered Agent and Registered Office........................... 23

Section 2.3 Principal Office....................................................... 23

Section 2.4 Purposes and Business.................................................. 23

Section 2.5 Term................................................................... 24

Section 2.6 Other Qualifications................................................... 24

Section 2.7 Limitation on the Rights of Partners................................... 24

ARTICLE III MANAGEMENT RIGHTS, DUTIES, AND POWERS OF THE MANAGING GENERAL PARTNER;

TRANSACTIONS INVOLVING PARTNERS.................................................. 24

Section 3.1 Management............................................................. 24

Section 3.2 Meetings of the General Partners....................................... 27

Section 3.3 Authority of the Managing General Partner.............................. 29

Section 3.4 Major Decisions........................................................ 31

Section 3.5 Preliminary and Annual Plans........................................... 37

Section 3.6 Qualified Property Acquisitions........................................ 39

Section 3.7 Sale of Qualified Properties........................................... 51

Section 3.8 Limitation On Partnership Indebtedness................................. 51

Section 3.9 Business Opportunity................................................... 52

Section 3.10 Payments to Ramco GP or the Property Manager........................... 55

Section 3.11 Other Duties and Obligations of the Managing General Partner........... 56

Section 3.12 Exculpation............................................................ 59

Section 3.13 Indemnification........................................................ 60

Section 3.14 Fiduciary Responsibility............................................... 62

Section 3.15 REIT Savings Provision................................................. 62

ARTICLE IV BOOKS AND RECORDS; REPORTS TO PARTNERS........................................... 62

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Section 4.1 Books.................................................................. 62

Section 4.2 Monthly and Quarterly Reports.......................................... 63

Section 4.3 Annual Reports......................................................... 63

Section 4.4 Appraisals; Additional Reports......................................... 64

Section 4.5 Accountants; Tax Returns............................................... 64

Section 4.6 Accounting and Fiscal Year............................................. 65

Section 4.7 Partnership Funds...................................................... 65

Section 4.8 Attorneys and Accountants.............................................. 66

ARTICLE V CONTRIBUTIONS.................................................................... 66

Section 5.1 Capital Contributions.................................................. 66

Section 5.2 Return of Capital Contribution......................................... 74

Section 5.3 Liability of the Limited Partners...................................... 74

Section 5.4 No Third Party Beneficiaries........................................... 74

Section 5.5 Restriction on Sources of Capital Contributions........................ 74

ARTICLE VI MAINTENANCE OF CAPITAL ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES

FOR BOOK AND TAX PURPOSES...................................................... 75

Section 6.1 Capital Accounts....................................................... 75

Section 6.2 Profits and Losses..................................................... 76

Section 6.3 Regulatory Allocations................................................. 77

Section 6.4 Allocation of Tax Items for Tax Purposes............................... 79

Section 6.5 Tax Matters Partner.................................................... 80

Section 6.6 Adjustments............................................................ 80

ARTICLE VII DISTRIBUTIONS.................................................................... 81

Section 7.1 Cash Available for Distributions....................................... 81

Section 7.2 Payment of Partnership Overhead Expenses............................... 85

ARTICLE VIII TRANSFER; REMOVAL OF MANAGING GENERAL PARTNER.................................... 86

Section 8.1 Prohibition on Transfers and Withdrawals by Partners................... 86

Section 8.2 Prohibition on Transfers by and Resignation of Managing

General Partner........................................................ 86

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Section 8.3 Removal of Ramco GP as Managing General Partner........................ 87

ARTICLE IX TERMINATION...................................................................... 88

Section 9.1 Dissolution............................................................ 88

Section 9.2 Termination............................................................ 89

Section 9.3 Certificate of Cancellation............................................ 90

Section 9.4 Acts in Furtherance of Liquidation..................................... 91

ARTICLE X REPRESENTATIONS OF THE PARTNERS.................................................. 91

Section 10.1 Representations of the Fund Partners................................... 91

Section 10.2 Representations of the Ramco Partners.................................. 92

ARTICLE XI SPECIAL PARTNER RIGHTS AND OBLIGATIONS........................................... 94

Section 11.1 Buy/Sell............................................................... 94

Section 11.2 Property Sale Right.................................................... 96

Section 11.3 General Provisions Applicable to Buy/Sell and

Property Sale Rights................................................... 97

Section 11.4 Remuneration To Partners............................................... 98

ARTICLE XII GENERAL PROVISIONS............................................................... 98

Section 12.1 Notices................................................................ 98

Section 12.2 Governing Laws......................................................... 100

Section 12.3 Entire Agreement....................................................... 100

Section 12.4 Waiver................................................................. 100

Section 12.5 Validity............................................................... 100

Section 12.6 Terminology; Captions.................................................. 100

Section 12.7 Remedies Not Exclusive................................................. 101

Section 12.8 Action by the Partners................................................. 101

Section 12.9 Further Assurances..................................................... 101

Section 12.10 Liability of the Limited Partners...................................... 101

Section 12.11 Binding Effect......................................................... 101

Section 12.12 Amendments............................................................. 102

Section 12.13 Counterparts........................................................... 102

Section 12.14 Waiver of Partition.................................................... 102

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Section 12.15 No Third Party Beneficiaries........................................... 102

Section 12.16 Estoppel Certificates.................................................. 102

Section 12.17 Legal Representation................................................... 102

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AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

RAMCO/LION VENTURE LP

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as it may

be amended, modified, supplemented or restated from time to time, this

"AGREEMENT") of RAMCO/LION VENTURE LP (the "PARTNERSHIP"), is made and entered

into as of the 29 day of December, 2004, by and among RAMCO-GERSHENSON

PROPERTIES, L.P., a Delaware limited partnership ("RAMCO LP"), as a limited

partner of the Partnership, RAMCO LION LLC, a Delaware limited liability company

("RAMCO GP"), as a general partner of the Partnership, CLPF-RAMCO, L.P., a

Delaware limited partnership (the "FUND"), as a limited partner of the

Partnership, and CLPF-RAMCO GP, LLC, a Delaware limited liability company ("FUND

GP"), as a general partner of the Partnership.

Ramco LP and the Fund are sometimes individually referred to herein

as a "LIMITED PARTNER" and collectively referred to herein as the "LIMITED

PARTNERS". Ramco GP and Fund GP are sometimes individually referred to herein as

a "GENERAL PARTNER" and collectively referred to herein as the "GENERAL

PARTNERS". The Limited Partners and the General Partners are sometimes

individually referred to herein as a "PARTNER" and collectively referred to

herein as the "PARTNERS". Ramco LP, Ramco GP and any Approved Ramco Party who is

or becomes a Partner are sometimes individually referred to herein as a "RAMCO

PARTNER" and collectively referred to herein as the "RAMCO PARTNERS". The Fund,

Fund GP and any Approved Fund Party who is or becomes a Partner are sometimes

individually referred to herein as a "FUND PARTNER" and collectively referred to

herein as the "FUND PARTNERS".

In consideration of the covenants and agreements set forth herein,

and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Partners hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 DEFINITIONS. For the purposes of this Agreement,

initially capitalized terms used herein shall have the following meanings:

"ACQUISITION ACTIVITIES" is defined in Section 3.6(f) hereof.

"ACQUISITION FEE" is defined in Section 3.6(g) hereof.

"ACQUISITION PARAMETERS" shall mean the guidelines and requirements

for any Proposed Qualified Property that are set forth on Schedule 1 hereto.

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"ACT" is defined in Section 2.1 hereof.

"ADDITIONAL CAPITAL CONTRIBUTION" is defined in Section 5.1(b)

hereof.

"ADJUSTED CAPITAL ACCOUNT DEFICIT" shall mean the deficit balance,

if any, in a Partner's Capital Account at the end of any fiscal year, with the

following adjustments: (i) credit to such Capital Account any amount that such

Partner is obligated or deemed obligated to restore under Regulations Section

1.704-1(b)(2)(ii)(c), as well as any additions thereto pursuant to the next to

last sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), after

taking into account thereunder any changes during such year in Partnership

Minimum Gain and in the minimum gain attributable to any Partner Nonrecourse

Debt; and (ii) debit to such Capital Account the items described in Regulations

Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of

Adjusted Capital Account Deficit is intended to comply with the provisions of

Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner

consistent with such intent.

"ADVISOR" shall mean Clarion Partners LLC or any successor thereto

designated by the Fund Partners as provided in Section 12.1(c) hereof that

serves as the manager of the Lion Fund.

"AFFILIATE", when used with respect to any particular Person, shall

mean (a) any Person or group of Persons acting in concert that directly or

indirectly through one or more intermediaries controls or is controlled by or is

under common control with such particular Person, (b) any Person that is an

officer, partner, member or trustee of, or serves in a similar capacity with

respect to, such particular Person, (c) any Person that, directly or indirectly,

is the beneficial owner of 15% or more of any class of voting securities of, or

otherwise has an equivalent beneficial interest in, such particular Person or of

which such particular Person is directly or indirectly the owner of 15% or more

of any class of voting securities or in which such particular Person has an

equivalent beneficial interest, or (d) any relative or spouse of such particular

Person. Notwithstanding the foregoing, none of the Ramco Partners, on the one

hand, shall be deemed to be Affiliates of any of the Fund Partners, on the other

hand, and vice versa. The definition of "Affiliate" as used in this Agreement

shall not be affected by the Regulations under Code Section 752 describing

certain "related" parties.

"AGREEMENT" is defined in the Preamble hereto. This Agreement shall

be the "partnership agreement" for the Partnership within the meaning of Section

17-101(12) of the Act.

"AMENDING GENERAL PARTNER" is defined in Section 3.5(c) hereof.

"ANCHOR LEASE" shall mean any lease by a single tenant of 15,000

rentable square feet or more at a Qualified Property.

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"ANNUAL BUDGET" shall mean the annual budget for the Partnership and

each Qualified Property for any fiscal year, including without limitation a

reasonable description of the amount, source and character of each item of gross

income, expense and services to be rendered in the form attached to the form of

Annual Plan attached hereto as Schedule 4, adopted pursuant to Sections 3.4 and

3.5 hereof.

"ANNUAL PLAN" is defined in Section 3.5(a) hereof.

"APPROVED FUND PARTY" shall mean any Person in which the Fund owns,

directly or indirectly, 100% of the equity interests and that is 100%

controlled, directly or indirectly, by the Fund.

"APPROVED RAMCO PARTY" shall mean any Person in which Ramco owns,

directly or indirectly, 100% of the equity interests and that is 100%

controlled, directly or indirectly, by Ramco.

"APPROVED QUALIFIED PROPERTY" is defined in Section 3.6(c) hereof.

"BANKRUPTCY" of the Partnership or a Partner shall be deemed to have

occurred upon the happening of any of the following: (i) the filing of an

application by the Partnership or such Partner for, or a consent to, the

appointment of a trustee, receiver or liquidator of its assets; (ii) the filing

by the Partnership or such Partner of a voluntary petition or answer in

bankruptcy or the filing of a pleading in any court of record admitting in

writing its inability to pay its debts as such debts come due or seeking

reorganization, arrangement, composition, readjustment, liquidation, dissolution

or similar relief under any statute, law or regulation; (iii) the making by the

Partnership or such Partner of a general assignment for the benefit of

creditors; (iv) the filing by the Partnership or such Partner of an answer

admitting the material allegations of, or its consenting to or defaulting in

answering, a bankruptcy or insolvency petition filed against it in any

bankruptcy or similar proceeding; or (v) the expiration of sixty (60) days

following the entry by any court of competent jurisdiction of an order for

relief in any bankruptcy or insolvency proceeding involving the Partnership or

such Partner or of an order, judgment or decree adjudicating the Partnership or

such Partner a bankrupt or insolvent or appointing a trustee, receiver or

liquidator of its assets.

"BOOK DEPRECIATION" shall mean all deductions attributable to

the depreciation, amortization or other cost recovery, including additions, of

any Qualified Property or other asset (whether tangible or intangible) acquired

by the Partnership that has a useful life in excess of one year, as such

deductions are computed for federal income tax purposes; provided, that with

respect to any Partnership asset the tax basis of which differs from the Book

Value of such asset, Book Depreciation for any period shall equal (x) the sum

total of all deductions taken during such period attributable to depreciation,

amortization or other cost recovery

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deduction for federal income tax purposes with respect to such asset, multiplied

by (y) the Book Value of such asset divided by the tax basis thereof; provided

further, that if the depreciation, amortization or other cost recovery deduction

for federal income tax purposes with respect to any Partnership asset for any

period is zero ($0.00), Book Depreciation shall be determined by the Tax Matters

Partner using any reasonable method selected by the Tax Matters Partner that is

based on the Book Value of such asset.

"BOOK VALUE" shall mean, with respect to any Partnership asset at

any time, the adjusted basis of such asset for federal income tax purposes,

except that (i) the initial Book Value of any asset contributed by a Partner to

the Partnership shall be the Fair Market Value of such asset, and (ii) the Book

Value of all Partnership assets shall be adjusted to equal their Fair Market

Values, as determined in good faith by the Managing General Partner, upon the

occurrence of certain events as described below. In either case, the Book Value

of Partnership assets shall thereafter be adjusted for Book Depreciation taken

into account with respect to such asset. Provided the Tax Matters Partner makes

an election to do so as provided under Regulations Section 1.704-1(b)(2)(iv)(f),

the Book Value of Partnership assets shall be adjusted to equal their Fair

Market Value, as determined in good faith by the Managing General Partner, as of

the following times to which the election relates: (1) the admission of a new

Partner to the Partnership or acquisition by an existing Partner of an

additional interest in the Partnership, provided that the consideration

contributed to the Partnership upon such admission or acquisition is more than a

de minimis amount of money or property; (2) the distribution by the Partnership

to a retiring or contributing Partner of more than a de minimis amount of money

or other property as consideration for an interest in the Partnership; (3) the

liquidation of the Partnership; and (4) the grant of an interest in the

Partnership (other than a de minimis interest) as consideration for the

provision of services to or for the benefit of the Partnership by an existing

Partner or a new Partner.

The Book Value of all Partnership assets shall also be increased (or

decreased) to the extent that adjustments to the adjusted basis of such assets

pursuant to Code Section 734(b) or Code Section 743(b) have been taken into

account for purposes of determining Capital Accounts in accordance with

Regulations Section 1.704-1(b)(2)(iv)(m), unless such adjustments have already

been accounted for pursuant to the preceding paragraph. If the Book Value of an

asset has been determined or adjusted pursuant hereto, such value shall

thereafter be the basis for, and be adjusted by, the depreciation taken into

account with respect to such asset for purposes of computing Profits and Losses.

Moreover, notwithstanding the foregoing, the Book Value of any Partnership asset

distributed to any Partner shall be the gross Fair Market Value of such asset on

the date of distribution.

"BUSINESS DAY" shall mean any day other than a Saturday, Sunday or

any day on which national banks in New York, New York are not open for business.

"BUY/SELL PROPERTY" is defined in Section 11.2(a) hereof.

"CAPITAL ACCOUNT" shall mean, with respect to any Partner, the

separate "book" account which the Partnership shall establish and maintain for

such Partner as

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provided in Section 6.1 hereof and in accordance with Code Section 704(b) and

Regulations Section 1.704-1(b)(2)(iv) and such other provisions of Regulations

Section 1.704-1(b) as must be complied with in order for the Capital Accounts to

be determined in accordance with the provisions of said Regulations. In

furtherance of the foregoing, the Capital Accounts shall be maintained in

compliance with Regulations Section 1.704-1(b)(2)(iv), and the provisions hereof

shall be interpreted and applied in a manner consistent therewith.

"CAPITAL CALL" is defined in Section 5.1(b) hereof.

"CAPITAL COMMITMENT" shall mean, with respect to each Partner, the

amount set forth opposite its name on Schedule 2 hereto (as such Schedule may be

amended or modified from time to time upon the unanimous written consent of the

Partners) plus the following amounts (to the extent that such amounts, when

added to all prior Initial Capital Contributions, Additional Capital

Contributions and Extraordinary Capital Contributions made by such Partner,

exceed the amount set forth opposite such Partner's name on Schedule 2 hereto):

(i) all amounts that the General Partners have agreed to fund under an Annual

Plan, including, without limitation, amounts relating to an increase in the

amount of any line item contained in the Annual Budget portion of such Annual

Plan that constitutes a Permitted Expense, (ii) all amounts necessary to acquire

an Approved Qualified Property for which the Other General Partner has provided

final approval pursuant to Section 3.6(c), and (iii) all amounts required to be

contributed as Partnership Overhead Contributions pursuant to Section 5.1(d) of

this Agreement.

"CAPITAL CONTRIBUTION" shall mean, at any particular time and with

respect to any Partner, an amount equal to the sum of (x) the total amount of

cash and (y) the Fair Market Value of any property (determined as of the date

such property is contributed by such Partner and net of any liabilities secured

by such property that the Partnership is considered to assume or take subject to

under Code Section 752), that has in each case been contributed to the

Partnership by such Partner pursuant to Section 5.1 hereof. Capital

Contributions include Initial Capital Contributions, Additional Capital

Contributions, Extraordinary Capital Contributions, Partnership Overhead

Contributions, and Default Contributions.

"CAPITAL CONTRIBUTIONS ACCOUNT" shall mean a memorandum account

maintained by the Partnership for each Partner for each Qualified Property,

separately, for the purpose of allocating and making distributions to such

Partner pursuant to Section 7.1(c) below. The initial balance of a Partner's

Capital Contributions Account for a Qualified Property shall equal the Initial

Capital Contributions or Additional Capital Contributions, as the case may be,

made by such Partner to the Partnership on account of or in respect of the

acquisition of such Qualified Property, and the balance of such Partner's

Capital Contributions Account for such Qualified Property shall be increased

from time to time by the amount of all subsequent Extraordinary Capital

Contributions and Default Contributions made by such Partner pursuant to this

Agreement (and any

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subsequent Default Contributions deemed made by such Partner pursuant to Section

5.1(e)(i) or 5.1(f) below) on account of or in respect of such Qualified

Property, and reduced by the amount of any Net Cash from Sales derived from such

Qualified Property that are allocated to such Partner and applied toward the

reduction of such Partner's Capital Contributions Account pursuant to Section

7.1(c)(i) below. Partnership Overhead Contributions that are not funded as

Default Contributions shall not be included in the Capital Contributions Account

for any Qualified Property.

"CASH FLOW DISTRIBUTION DATE" is defined in Section 7.1(a) hereof.

"CAUSE" is defined in Section 8.3(a) hereof.

"CHALLENGING GENERAL PARTNER" is defined in Section 11.3(a) hereof.

"CLAIM AMOUNT" is defined in Section 5.1(f) hereof.

"CLARION REIT" shall mean Clarion Lion Properties Fund Holdings

REIT, LLC, a Delaware limited liability company that elected to be taxed as a

real estate investment trust pursuant to Code Section 856.

"CM FEE" is defined in Section 3.10(c)(iii) hereof.

"CODE" shall mean the Internal Revenue Code of 1986, as amended, or

corresponding provisions of future laws.

"CONTRIBUTING PARTNER" is defined in Section 5.1(f) hereof.

"CONTRIBUTION AGREEMENT" shall mean the agreement pursuant to which

a Partner contributes an Approved Qualified Property to the Partnership pursuant

to Section 5.1 hereof, which agreement shall be in the form attached as Exhibit

A to this Agreement.

"CPI" shall mean the Revised Consumer Price Index for All Urban

Consumers published by the Bureau of Labor Statistics of the United States

Department of Labor, U.S. City Average, All Items, based on 2002 as 100. If the

CPI hereafter ceases to use the 2002 Base as 100, then the CPI with the new base

shall be used. If the Bureau of Labor Statistics ceases to publish the CPI, then

the successor or most nearly comparable index shall be used. In the event that

the U.S. Department of Labor, Bureau of Labor Statistics, changes the

publication frequency of the CPI so that it is not available when required under

the Agreement, then the CPI for the closest preceding month for which a CPI is

available shall be used in place of the CPI no longer available.

"DEFAULT AMOUNT" is defined in Section 5.1(e) hereof.

"DEFAULT CONTRIBUTION" is defined in Section 5.1(e) hereof.

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"DEFAULTED PRELIMINARILY APPROVED PROPERTY" is defined in Section

3.6(c) hereof.

"DEFAULTING CONTRIBUTING PARTNER" is defined in Section 5.1(f)

hereof.

"DEFAULTING PARTNER" is defined in Section 5.1(e) hereof.

"DEFAULT LOAN" is defined in Section 5.1(e) hereof.

"DISPOSITION FEE" is defined in Section 3.6(i) hereof.

"ECONOMIC RISK OF LOSS" shall have the meaning specified in

Regulations Section 1.752-2.

"ELECTING GENERAL PARTNER" is defined in Section 11.2(a) hereof.

"ENVIRONMENTAL ASSESSMENT" shall mean, with respect to any Proposed

Qualified Property, a phase one environmental site assessment performed by a

qualified environmental consultant selected by the Managing General Partner in

accordance with the then current ASTM Standard Practice for Environmental Site

Assessments, E1527 and, if required by the Managing General Partner, any

additional Phase II sampling, investigation, monitoring or other activities

performed by a qualified environmental consultant.

"ENVIRONMENTAL LAW" shall mean, as to a Qualified Property, every

federal, state, county or other governmental law, statute, ordinance, rule,

regulation, requirement, order (including any consent order), or other binding

obligation, injunction, writ or decision relating to or addressing the

environment or hazardous materials, including, but not limited to, those federal

statutes commonly referred to as the Clean Air Act, Clean Water Act, Resource

Conservation Recovery Act, Toxic Substances Control Act, Comprehensive

Environmental Response, Compensation and Liability Act and the Endangered

Species Act as well as all regulations promulgated thereunder and all state laws

and regulations equivalent thereto, as each such statute, regulation or state

law or regulation equivalent may be amended from time to time, to the extent

applicable to such Qualified Property.

"EXTRAORDINARY CALL" is defined in Section 5.1(c) hereof.

"EXTRAORDINARY CAPITAL CONTRIBUTION" is defined in Section 5.1(c)

hereof.

"EXTRAORDINARY FUNDING" is defined in Section 5.1(c) hereof.

"FAIR MARKET VALUE" shall mean an amount (in cash) that a bona fide,

willing buyer under no compulsion to buy and a bona fide, willing and unrelated

seller

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under no compulsion to sell would pay and accept, respectively, for the purchase

and sale of a Qualified Property, taking into account any liens, restrictions

and agreements then in effect and binding upon the Qualified Property or any

successor owner thereof and any options, rights of first refusal or offer or

other rights or options that either burden the Qualified Property or run to the

benefit of the owner of the Qualified Property; provided, however, that in

determining the Fair Market Value of any Qualified Property, none of the

options, rights of first offer or other rights of the Partners hereunder shall

be taken into consideration. The initial Fair Market Value of the Initial

Properties shall equal the purchase price paid by any Partner (or its

Affiliate), the Partnership, or an SP Subsidiary, as the case may be, to acquire

such Initial Properties.

"FINAL APPROVED PROPERTIES" shall mean those Proposed Qualified

Properties that the Managing General Partner and Other General Partner have, as

of the date of this Agreement, finally approved for acquisition by the

Partnership or an SP Subsidiary pursuant to the procedures described in Sections

3.6(b) and 3.6(c) of this Agreement but that have not yet been acquired by the

Partnership or an SP Subsidiary as of the date of this Agreement, which Proposed

Qualified Properties are described on Exhibit D attached hereto.

"FINAL PROPOSAL MATERIALS" is defined in Section 3.6(c) hereof.

"FINANCING FEE" is defined in Section 3.6(h) hereof.

"FIRST LEVEL PROFITS PERCENTAGE" shall mean (i) with respect to

Ramco GP, .1%, (ii) with respect to Fund GP, .1%, (iii) with respect to Ramco

LP, 39.9%, and (iv) with respect to the Fund, 59.9%.

"FUND" is defined in the Preamble hereto.

"FUND GP" is defined in the Preamble hereto.

"FUND PARTNER" or "FUND PARTNERS" is defined in the Preamble hereto.

"GENERAL PARTNER" or "GENERAL PARTNERS" is defined in the Preamble

hereto. The Partnership shall have no more than two (2) General Partners.

"GROSS COLLECTED RENTS", for any period in question and for any

Qualified Property, shall mean all of the following without duplication (i) the

base rents and escalations of base rents, (ii) percentage rents and other rents,

(iii) lease termination fees, (iv) common area maintenance costs (including

capital items), real estate taxes, insurance premiums and loss reserves, and

other fees, costs and expenses (including, without limitation, management fees

and administration fees) passed through to, and paid by, tenants as additional

rent or pass-through expenses pursuant to their leases, and (v) late fees and

other penalties paid by tenants, in each event if and to the extent actually

received by the Partnership (or an SP Subsidiary) from the tenants of such

Qualified Property

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during such period. The term "Gross Collected Rents" specifically excludes

security deposits and other deposits unless and until such deposits are applied

as rental income, rents paid more than thirty (30) days in advance of the due

date until the month in which such rents become due, rent refunds, and interest

income.

"HONIGMAN: is defined in Section 4.8 hereof.

"INCURABLE DEFAULT" shall mean any of the following events or

conditions: (i) any Ramco Partner, Ramco or Manager (if Manager is an Affiliate

of Ramco) shall admit in writing its inability to pay its debts as they mature,

or shall make an assignment for the benefit of creditors or commences a case for

its dissolution or termination, or applies for or consents to the appointment of

or taking possession by a trustee, liquidator, assignee, custodian, sequestrator

or receiver (or similar official) for its or for a substantial part of its

property or business; (ii) a trustee, liquidator, assignee, custodian,

sequestrator or receiver (or similar official) shall be appointed for any Ramco

Partner, Ramco or Manager (if Manger is an Affiliate of Ramco); (iii) the

voluntary filing by any Ramco Partner, Ramco or Manager (if Manger is an

Affiliate of Ramco) of a bankruptcy, reorganization, insolvency, or liquidation

case or other case for relief under any bankruptcy law or any law for the relief

of debtors; (iv) the filing against any Ramco Partner, Ramco or Manager (if

Manger is an Affiliate of Ramco) of an involuntary bankruptcy, reorganization,

insolvency, or liquidation case or other case for relief under any bankruptcy

law or any law for the relief of debtors, if such case is not dismissed within

sixty (60) days following its filing; or (iv) the transfer by any Ramco Partner

of its Partnership Interest (or any portion thereof) in violation of this

Agreement, or the transfer by Manager (if Manager is an Affiliate of Ramco) of

its interest in the Management Agreement in violation of the Management

Agreement.

"INDEMNIFIED PARTY" is defined in Section 3.13(a) hereof.

"INITIAL CAPITAL CONTRIBUTION" shall mean, as of the date of this

Agreement (but subject to adjustment as provided hereinbelow), (i) with respect

to Ramco GP, the sum of $20,491.35, (ii) with respect to Fund GP, the sum of

$20,491.35, (iii) with respect to Ramco LP, the sum of $6,126,912.45, and (iv)

with respect to Fund, the sum of $14,323,450.85. The Partners hereby acknowledge

and agree that the Initial Capital Contributions set forth above have been

determined prior to and subject to (A) the Fund GP's and Fund's verification of

the closing costs incurred in connection with the Partnership's or SP

Subsidiaries' acquisition of the Initial

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Property (as reflected on Exhibit E attached hereto) and (B) calculating and

prorating income and expenses of the Initial Properties as of the date hereof

and adjusting the Initial Capital Contributions on account of such prorations.

Each Partner hereby agrees to cooperate with the other Partners and to furnish

to the other Partners such information as may be necessary or reasonably

requested so that the Fund GP and Fund may verify and approve or disapprove such

closing costs (and/or require modifications or adjustments thereto) and the

Initial Capital Contributions may be adjusted to account for the proration of

income and expenses of the Initial Properties as promptly as practicable after

the date hereof (but in any event within thirty (30) days after the date

hereof). The Partners hereby agree that all prorations shall be made in

accordance with the applicable proration provisions of the Contribution

Agreement attached hereto as Exhibit A as though the Initial Properties were

contributed to the Partnership on the date hereof. Upon verification of (and

agreement upon) all such closing costs and agreement upon all prorations, the

Partners shall execute a written supplement or modification to this Agreement

documenting the amounts agreed upon and the resulting adjustments to the Initial

Capital Contributions. Within ten (10) days after the execution of the written

supplement or modification described in the preceding sentence, as applicable,

(x) each Partner shall contribute to the Partnership, as an Initial Capital

Contribution, such additional amounts as may be required to reflect the

adjustments made to the Initial Capital Contributions pursuant to the foregoing

provisions or (y) the Partnership shall return to the Partners such excess

portion of their Initial Capital Contributions made by such Partners on the date

hereof after such adjustments are made to the Initial Capital Contributions

pursuant to the foregoing provisions.

"INITIAL PROPERTY(IES)" shall mean those Qualified Properties

purchased by the Partnership or an SP Subsidiary prior to the date of this

Agreement and owned by the Partnership or an SP Subsidiary as of the date of

this Agreement, which Qualified Properties, and their Fair Market Values, are

described on Exhibit E attached hereto.

"INTEREST PRICE" is defined in Section 11.1(a) hereof.

"LEASING FEES" is defined in Section 3.10(c)(iv) hereof.

"LEASING PARAMETERS" shall mean the leasing parameters set forth on

Schedule 3 attached hereto.

"LIMITED PARTNER" or "LIMITED PARTNERS" is defined in the Preamble

hereto.

"LION FUND" shall mean Clarion Lion Properties Fund, LLC, a Delaware

limited liability company.

"LIQUIDATING EVENTS" is defined in Section 9.1 hereof.

"LIQUIDATION" shall mean (a) when used with respect to the

Partnership, the earlier of (i) the date upon which the Partnership is

terminated under Code Section 708(b)(1) and (ii) the date upon which the

Partnership ceases to be a going concern, and (b) when used with respect to any

Partner, the earlier of (i) the date upon which there is a Liquidation of the

Partner and (ii) the date upon which such Partner's entire Partnership Interest

is terminated other than by transfer, assignment or other disposition to a

Person other than the Partnership.

<PAGE>

"LIQUIDATOR" shall mean the Managing General Partner, unless the

Managing General Partner's Bankruptcy, insolvency, removal, withdrawal or

liquidation or default hereunder shall have preceded the Liquidation of the

Partnership, in which case the Liquidator shall be any Person designated as such

by the Other General Partner.

"LOSSES" and "PROFITS" are defined in Section 6.2(b) hereof.

"MAJOR DECISION" is defined in Section 3.4 hereof.

"MANAGEMENT AGREEMENT" shall mean each agreement between the

Property Manager and the Partnership or SP Subsidiary for a Qualified Property,

which agreement shall be substantially in the form attached hereto as Exhibit C.

"MANAGEMENT FEE" is defined in Section 3.10(c)(i) hereof.

"MANAGING GENERAL PARTNER" shall mean the Partner in whom the

management of the Partnership is vested pursuant to the terms of this Agreement.

Ramco GP shall be the Managing General Partner until the occurrence of one of

the events specified in Section 3.1(a) hereof.

"MATERIAL MODIFICATION" shall mean a modification relating to the

treatment of Capital Accounts, distributions and/or allocations hereunder which,

when considered on a cumulative basis with the effect of all other such

modifications previously made, is likely to adversely affect the amount

ultimately distributable or paid to any Partner hereunder as determined by the

independent accountants of the Partnership.

"MBR&M" is defined in Section 4.8 hereof.

"NET CASH FLOW FROM OPERATIONS" shall be determined separately for

each Qualified Property and, for each Qualified Property, shall mean the

aggregate gross revenues derived from the operations of such Qualified Property

(excluding sales, other dispositions or refinancings of, or other capital

transactions relating to, such Qualified Property) less the sum of any portion

thereof used (i) to pay Operating Expenses, leasing or other brokerage

commissions (other than sales or financing commissions that are netted from Net

Cash from Sales or Net Cash from Refinancings), Tenant Improvement Fees, CM

Fees, capital improvements or expenditures, tenant improvements that are not

reimbursed by tenants, tenant work allowances or replacements, leasing-related

legal fees, costs and expenses, indemnities, and other fees, costs, expenses,

and payments made in respect of such Qualified Property pursuant to this

Agreement and not deducted in the definitions of "Net Cash from Refinancings" or

"Net Cash from Sales", (ii) to make debt payments due and payable in connection

with any financing relating to such Qualified Property that is obtained by the

Partnership or the SP Subsidiary that is the owner of such Qualified Property or

that is secured by such Qualified Property (excluding, however, amounts required

to pay Default Loans), and/or (iii) to establish reasonable reserves (other than

reserves that are treated and deducted as Operating Expenses pursuant to the

<PAGE>

definition of "Operating Expenses" hereinbelow) for capital improvements,

replacements, debt payments and contingencies for such Qualified Property, as

such reserves are calculated, established and maintained by the Managing General

Partner pursuant to Section 3.11(d). "Net Cash Flow from Operations" shall be

determined on a cash (rather than an accrual) basis, and shall not be reduced by

real estate depreciation or by cost amortization, cost recovery deductions or

similar allowances, but shall be increased by an amount equal to any reduction

of reserves previously deducted from Net Cash Flow from Operations as Operating

Expenses or otherwise pursuant to clause (iii) above.

"NET CASH FROM REFINANCINGS" shall be determined for each Qualified

Property separately and shall mean the net amount payable to the Partnership or

the SP Subsidiary that owns such Qualified Property from the financing or

refinancing of such Qualified Property, as set forth on the settlement statement

for the financing or refinancing (which settlement statement shall include the

deduction of amounts required to retire existing indebtedness) that is approved

by the Partnership less (a) any and all reserves required in connection with

such financing or refinancing by the lender(s) providing the financing or

refinancing (to the extent not reflected on the settlement statement described

above), provided that at such time, if any, as any portion of the reserves is

released to the Partnership or SP Subsidiary that owns such Qualified Property,

and the reserves released do not constitute reimbursement of Permitted Expenses

previously paid by the Partnership or such SP Subsidiary and are not required to

be used to pay such Permitted Expenses, such reserves so released shall be

treated as Net Cash from Refinancings, (b) nonrefundable fees paid to the

lender, brokerage commissions, finder's fees and similar compensation paid to

third-parties, all closing, transaction and other costs incurred and paid by the

Partnership or such SP Subsidiary in connection with such financing or

refinancing, including, without limitation, Financing Fees and attorneys' and

consultants' fees, costs and expenses, in each event only to the extent not

reflected on the settlement statement described above, and (c) if and to the

extent not set forth on the settlement statement described above, the amount

applied to retire any existing debt outstanding against such Qualified Property

or otherwise paid from the proceeds of such refinancing.

"NET CASH FROM SALES" shall be determined for each Qualified

Property separately and shall mean the gross cash proceeds derived from the sale

or other disposition (including casualty and condemnation) of such Qualified

Property or other capital transaction relating to such Qualified Property

(including, without limitation, the sale or other disposition of any outparcel

that comprises a portion of such Qualified Property) less (a) any Disposition

Fees, all brokerage commissions (if any) paid to Third Parties, all closing,

transaction and other costs incurred and paid by the Partnership or the SP

Subsidiary that owns such Qualified Property in connection with such sale or

other disposition (including casualty and condemnation); (b) all amounts

provided to the purchaser of such Qualified Property (or outparcel) as a credit

or credits against the contractual purchase price of such Qualified Property or

outparcel (excluding credits and adjustments given or made for income or expense

prorations, which adjustments shall be included in the calculation of Net Cash

Flow from Operations for such Qualified

<PAGE>

Property); (c) the net amount required to retire any debt outstanding against

such Qualified Property or the assets involved in such capital transaction

(including all costs, expenses and fees incurred in connection therewith, but

only if and to the extent that such costs, expenses and fees are not already

deducted pursuant to clause (a) above); (d) solely in the case of casualty or

condemnation, all proceeds applied to rebuild, repair or restore all or any

portion of such Qualified Property; and (e) any amounts required to fund any

reserves to be used for the liabilities arising as a result of or subsequent to

the sale of such Qualified Property, as the case may be, or as a result of or

subsequent to consummation of such capital transaction, up to the levels agreed

to by the General Partners, unless and until such reserves are distributed to

the Partners (in which event the distributed reserves will be treated as Net

Cash from Sales). Upon the sale or total disposition of a Qualified Property, or

the occurrence of any casualty or condemnation of a Qualified Property resulting

in a total loss of the Qualified Property, all unapplied reserves originally

funded pursuant to the definition of "Net Cash Flow from Operations" for such

Qualified Property shall be distributed to the Partners, and Net Cash from Sales

shall be increased by all such distributed reserve amounts. "Net Cash from

Sales" shall include all principal and interest payments made with respect to

any note or other obligation received by the Partnership in connection with the

sale or other disposition of the subject Qualified Property or consummation of

any such capital transaction.

"NON-AMENDING GENERAL PARTNER" is defined in Section 3.5(c) hereof.

"NON-DEFAULTING PARTNER" is defined in Section 5.1(e) hereof.

"NONRECOURSE LIABILITY" shall mean any Partnership liability (or

portion thereof) the Economic Risk of Loss of which is not borne by any Partner

or any party related to any Partner, as such related party is described in the

applicable Regulations under Code Section 752.

"OFFER NOTICE" is defined in Section 11.1(a) hereof.

"OFFER PRICE" is defined in Section 11.1(a) hereof.

"OFFERED AGREEMENT" is defined in Section 11.1(a) hereof.

"OFFERING GENERAL PARTNER" is defined in Section 11.1(a) hereof.

"OPERATING EXPENSES" shall mean, with respect to each Qualified

Property, (i) salaries, benefits, fees, costs and expenses attributable to the

individual property manager and other personnel of Property Manager responsible

for services relating to the day-to-day management, operation, maintenance, and

repair of such Qualified Property, whether or not any such Person is employed by

any Affiliate of the Managing General Partner, but only to the extent actually

payable by the Partnership or SP Subsidiary pursuant to the Management Agreement

for such Qualified Property, (ii) real estate taxes, insurance premiums and loss

reserves, utility charges, snow removal costs,

<PAGE>

rent collection and lease enforcement costs, marketing and advertising fees and

costs, Management Fees, administrative fees or charges paid to Property Manager,

maintenance expenses, costs of repairs and replacements (which, under generally

accepted accounting principles consistently applied, may be expensed during the

period when made), and other management fees, costs and expenses incurred in

connection with the ownership, leasing, operation, repair and maintenance of

such Qualified Property, (iii) property-level professional fees, costs and

expenses, including accounting and non-leasing-related legal fees, costs and

expenses (but excluding legal fees, costs and expenses incurred in connection

with any sale, financing or other capital transaction relating to such Qualified

Property), (iv) any and all amounts reserved by the Partnership or SP Subsidiary

to pay future Operating Expenses incurred in connection with such Qualified

Property other than amounts reserved from proceeds of a financing or refinancing

(as described in the definition of "Net Cash from Refinancings"), and (v) any

and all other reasonable and customary operating costs and expenses incurred and

actually paid to Third Parties retained in connection with the ownership,

leasing, operation, repair and maintenance of such Qualified Property. Operating

Expenses for a Qualified Property shall not include Partnership Overhead

Expenses, amounts payable pursuant to Default Loans, tenant improvement fees,

costs and expenses, leasing-related commissions, leasing-related legal fees,

costs and expenses, capital improvement fees, costs and expenses that are, under

generally accepted accounting principles consistently applied, not expensed but

capitalized over the useful life of the improvement, tenant work allowances,

Tenant Improvement Fees, CM Fees, non-refundable fees, closing costs and other

expenses incurred in connection with any sale, financing or refinancing or other

capital transaction relating to such Qualified Property, and any fees, costs or

expenses described in clauses (i) through (v) of this definition above that are

paid from any reserve funded from the proceeds of any financing or refinancing

of such Qualified Property and excluded from Net Cash from Refinancings pursuant

to the definition of "Net Cash from Refinancings".

"OTHER GENERAL PARTNER" shall mean the General Partner (if any) who

is not the Managing General Partner. Initially, the Other General Partner shall

be Fund GP.

"OTHER PARTNERS" in respect of any or all of the Ramco Partners

shall mean the Fund Partners and in respect of any or all of the Fund Partners

shall mean the Ramco Partners.

"PARTNER" or "PARTNERS" is defined in the Preamble hereto.

"PARTNER NONRECOURSE DEBT" shall have the meaning set forth in

Regulations Section 1.704-2(b)(4).

"PARTNER NONRECOURSE DEBT MINIMUM GAIN" shall have the meaning set

forth in Regulations Section 1.704-2(i)(2).

"PARTNER NONRECOURSE DEDUCTIONS" is defined in Section 6.3(d)

hereof.

<PAGE>

"PARTNERSHIP" is defined in the Preamble hereto.

"PARTNERSHIP INTEREST" shall mean, with respect to each Partner, a

Partner's entire right, title and interest in, to and against the Partnership

(including, without limitation, such Partner's management, approval and/or

consent rights and economic rights hereunder).

"PARTNERSHIP IRR" shall be determined in connection with the

liquidation of the Partnership and the sale or other disposition of the final

Qualified Property(ies) owned by the Partnership (directly or indirectly) and

shall mean the discount rate, which shall be compounded monthly and expressed as

a percentage based on a 12-month period, at which the net present value (as of

the date that any Fund Partner makes or is deemed to make each Capital

Contribution to the Partnership) of the sum of all Net Cash Flow from

Operations, Net Cash from Refinancings and Net Cash from Sales distributed to

such Fund Partner pursuant to this Agreement with respect to such Capital

Contributions (and Capital Contributions deemed made by such Partner pursuant to

Section 5.1(e)(i) or 5.1(f) below), equals the amount of such Capital

Contributions (and Capital Contributions deemed made by such Partner pursuant to

Section 5.1(e)(i) or 5.1(f) below). A Fund Partner shall be deemed to have

received a specified Partnership IRR, compounded monthly, with respect to a

Capital Contribution (or deemed Capital Contribution) it made to the Partnership

upon the distribution to such Fund Partner of a cumulative amount of Net Cash

Flow from Operations, Net Cash from Refinancings and/or Net Cash from Sales

pursuant to this Agreement that causes (1) the net present value of the

aggregate of all such distributions to such Fund Partner with respect to such

Capital Contribution (and/or deemed Capital Contribution), discounted at the

specified Partnership IRR, from the date of each such distribution back to the

date on which such Capital Contribution was made (or deemed to have been made

pursuant to Section 5.1(e)(i) or 5.1(f) below), reduced by (2) the amount of

such Capital Contribution, to equal zero. Attached hereto as Exhibit B are

certain examples of the calculation of an internal rate of return.

"PARTNERSHIP MINIMUM GAIN" shall have the meaning set forth in

Regulations Section 1.704-2(b)(2) and (d).

"PARTNERSHIP OVERHEAD CONTRIBUTIONS" is defined in Section 5.1(d)

hereof.

"PARTNERSHIP OVERHEAD EXPENSES" shall mean, for any period in

question, the aggregate fees, costs and expenses incurred in connection with the

operation of the Partnership and/or the Partnership's business other than (i)

any fees, costs and expenses that are incurred directly in connection with (or

can be allocated to) any particular Qualified Property that is owned directly or

indirectly by the Partnership (such as Operating Expenses, capital expenditures,

leasing-related fees, costs and expenses [including professional fees, costs and

expenses], etc.) (collectively, "PROPERTY-RELATED OVERHEAD EXPENSES"), and (ii)

any legal fees, costs or expenses for any single dispute or other matter (other

than Acquisition Activities) incurred in connection with the

<PAGE>

Partnership's business or affairs (including, without limitation, fees, costs

and expenses of arbitration or litigation, including expert witness fees and

costs) that cannot be allocated to one or more particular Qualified

Property(ies) and that exceed Five Hundred Thousand Dollars ($500,000) in the

aggregate (including, without limitation, the portion of the legal fees up to

$500,000) ("EXCLUDED OVERHEAD EXPENSES"). All Property-Related Overhead Expenses

will be allocated to such Qualified Property or Qualified Properties for which

such Property-Related Overhead Expenses were incurred, and all Excluded Overhead

Expenses will be allocated, in their entirety, among all Qualified Properties

owned by the SP Subsidiaries at the time that the legal fees first commenced to

accrue, pro rata based upon the total Initial Capital Contributions or

Additional Capital Contributions, as the case may be, made by the Partners in

connection with the acquisitions of such Qualified Properties. Partnership

Overhead Expenses include, without limitation, (a) all filing fees and formation

charges or taxes payable in connection with the formation, operation and/or

existence of the Partnership, (b) audit, tax reporting, government and other

regulatory filing and reporting fees, costs and expenses (except to the extent

any such fees, costs and expenses are specific to a particular SP Subsidiary or

Qualified Property, in which event such fees, costs and expenses shall be

treated as Operating Expenses of that Qualified Property), and (c) fees, costs

and expenses incurred in connection with the Partnership's consideration of any

Proposed Qualified Property and other Acquisition Activities, but only if and to

the extent that such Proposed Qualified Property is not purchased by the

Partnership and no Partner is obligated to pay such fees, costs or expenses

pursuant to any term or provision of this Agreement (including Sections 3.6(c)

and/or 3.6(f)).

"PERCENTAGE INTEREST" shall mean the entire undivided percentage

interest in the Partnership of any Partner at any particular time, (a) expressed

as a percentage rounded to the nearest one one-thousandth percent (0.001%), (b)

determined at such time by dividing the total Capital Contributions and deemed

Capital Contributions (in the case of any Default Contributions) made to the

Partnership by such Partner by the total Capital Contributions and deemed

Capital Contributions (in the case of any Default Contributions) made to the

Partnership by all Partners, and (c) as may be adjusted from time to time in

accordance with the terms hereof. The Percentage Interest of each Partner as of

the date hereof shall be as described on Schedule 2 hereto.

"PERMITTED EXPENSES" shall mean, for each Qualified Property for

each annual period covered by an Annual Plan (and to the extent within, and not

in excess of, a budget line item of such Annual Plan), (i) Operating Expenses,

and (ii) other payments, fees, costs and expenses taken into account in

connection with the determination of Net Cash Flow from Operations (as set forth

in the definition of "Net Cash Flow from Operations" herein), plus, with respect

to each budget line item in the Annual Budget portion of such Annual Plan

relating to any of the foregoing items (i) and (ii) above (other than those set

forth in the immediately following sentence), but subject to the penultimate

sentence of this definition below, the greater of (x) five percent (5%) of each

such budget line item or (y) Twenty Thousand Dollars ($20,000.00) in any fiscal

year for a particular Qualified Property. Permitted Expenses shall also mean (a)

all reasonable and customary

<PAGE>

costs and expenses of Third Parties retained in connection with the Acquisition

Activities as provided in (and subject to) Section 3.6(f) hereof, (b) all

reasonable costs or expenses incurred in implementing a Major Decision agreed to

by the General Partners as provided in Section 3.4 hereof and not otherwise

already included in an Annual Plan, (c) any and all real estate taxes, insurance

premiums and snow removal costs payable in connection with (or allocated to) the

Qualified Property, and (d) all costs and expenses incurred in connection with

capital improvements and replacements, including, without limitation, the

related CM Fee (if applicable), that exceed the "per budget line item" threshold

established in the immediately preceding sentence but do not exceed, in the

aggregate, 10% of the amount included in the Annual Budget for such costs and

expenses. Notwithstanding anything to the contrary stated or implied in this

definition, in no event shall the term "Permitted Expenses" include or mean,

without the prior unanimous written consent of the General Partners, any Expense

Overruns (defined immediately below) that, when added to all other Expense

Overruns previously incurred or reserved during any fiscal year, exceed Fifty

Thousand Dollars ($50,000). As used hereinabove, the term "EXPENSE OVERRUNS"

shall mean any fees, costs, expenses, or other amounts that are incurred in

connection with (or relate to) a particular Qualified Property (including,

without limitation, any fees, costs and expenses described in the first sentence

of this definition [items (i) and (ii)] but excluding the fees, costs and

expenses described in clauses (a) through (d) of this definition immediately

above) that are either not included in any budget line item in the Annual Plan

for such Qualified Property or that exceed the budget line item in the Annual

Budget portion of the Annual Plan for such Qualified Property relating to such

fee, cost, expense or other amount.

"PERSON" shall mean any individual, trust (including a business

trust), unincorporated association, corporation, limited liability company,

joint stock company, general partnership, limited partnership, joint venture,

governmental authority or other entity.

"PHYSICAL INSPECTION REPORT" shall mean a report prepared by a

qualified independent third party engineer, architect or other real estate

inspector selected by the Managing General Partner and reasonably acceptable to

the Other General Partner concerning the physical condition of any Proposed

Qualified Property.

"PLAN AMENDMENT" is defined in Section 3.5(c) hereof.

"PLAN ASSET REGULATION" shall mean U.S. Department of Labor

Regulations found at 29 C.F.R. 2510.3-101.

"PRELIMINARILY APPROVED PROPERTIES" shall mean those Proposed

Qualified Properties that the Managing General Partner and Other General Partner

have, as of the date of this Agreement, preliminarily approved for acquisition

by the Partnership or an SP Subsidiary pursuant to the procedures described in

Section 3.6(b) of this Agreement, which Proposed Qualified Properties are

described on Exhibit F attached hereto. The Preliminarily Approved Properties

remain subject to, and require, the final

<PAGE>

approval of the Managing General Partner and Other General Partner pursuant to

Section 3.6(c) of this Agreement.

"PRELIMINARY PROPOSAL MATERIALS" is defined in Section 3.6(b)

hereof.

"PROFITS" and "LOSSES" are defined in Section 6.2(b) hereof.

"PROMOTE AMOUNT" shall mean, with respect to any Ramco Partner, an

amount equal to the difference between (x) the aggregate amount distributed to

such Ramco Partner pursuant to Sections 7.1(c)(iii) and 7.1(c)(iv) of this

Agreement, minus (y) the aggregate amount that would have been distributed to

such Ramco Partner under said Sections 7.1(c)(iii) and 7.1(c)(iv) if the

distributions thereunder were made in accordance with the Percentage Interests

of the Partners.

"PROMOTE ACCOUNT" shall mean a memorandum account maintained by the

Partnership for each of the Ramco Partners for the purpose of determining and

making any clawback payments pursuant to Sections 7.1(d) below. The initial

balance of a Ramco Partner's Promote Account shall equal $0, and the balance of

such Ramco Partner's Promote Account shall be increased from time to time by the

Promote Amount (if any) derived from the disposition of (or other capital

transaction relating to) any Qualified Property, and such account shall be

reduced from time to time by any amount actually paid by the Ramco Partners to

the Fund Partners pursuant to Section 7.1(d) hereof.

"PROMOTE LOSS EVENT" shall mean any one or more of the following

events (i) the breach by or default of any Ramco Partner under this Agreement,

or the breach by or default of any Ramco Partner or the Property Manager (if the

Property Manager is an Affiliate of Ramco) under any other agreement entered

into by such Ramco Partner or the Property Manager, as the case may be, and the

Partnership, any Partner or any SP Subsidiary, which breach or default has not

been cured within the applicable cure period (if any) provided under this

Agreement or the other applicable agreement, as the case may be, and which

breach or default has not has been subsequently cured as of the date of

determination of the Promote Loss Event, (ii) the failure by any Ramco Partner

to timely make any Capital Contribution required to be made by such Ramco

Partner under this Agreement unless such Ramco Partner has cured such failure by

making such Capital Contribution, and/or (iii) the removal of Ramco GP or any

other Approved Ramco Party as Managing General Partner for Cause pursuant to

this Agreement. If any Ramco Partner, in good faith, disputes the existence of

any alleged breach or default under clause (i) above at the time that a

distribution of Net Cash from Sales is made pursuant to this Agreement, then the

Promote Amount (if any) that would be distributed to the Ramco Partners from

such Net Cash from Sales but for such breach or default will be withheld by the

Partnership (and not distributed to any Partners) until the dispute is resolved

(whether by judicial or other binding decision or by agreement of the Partners).

Upon resolution of the dispute, the Partnership shall distribute the withheld

amount pursuant to (and in accordance with) the applicable provisions of Section

7.1.

<PAGE>

"PROPERTY IRR" shall be determined with respect to each Qualified

Property separately and shall mean the discount rate, which shall be compounded

monthly and expressed as a percentage based on a 12-month period, at which the

net present value (as of the date that any Fund Partner makes or is deemed to

make each Property IRR Contribution to the Partnership on account of or in

respect of such Qualified Property) of the sum of all Net Cash Flow from

Operations, Net Cash from Refinancings and Net Cash from Sales derived from such

Qualified Property and distributed to such Fund Partner pursuant to Sections

7.1(a), 7.1(b), 7.1(c)(i), 7.1(c)(ii), and/or 7.1(c)(iii) of this Agreement with

respect to such Property IRR Contributions (and Property IRR Contributions

deemed made by such Partner pursuant to Section 5.1(e)(i) or 5.1(f) below),

equals the amount of such Property IRR Contributions (and Property IRR

Contributions deemed made by such Partner pursuant to Section 5.1(e)(i) or

5.1(f) below). A Fund Partner shall be deemed to have received a specified

Property IRR, compounded monthly, with respect to a Property IRR Contribution

(or deemed Property IRR Contribution) it made to the Partnership in respect of a

Qualified Property upon the distribution to such Fund Partner of a cumulative

amount of Net Cash Flow from Operations, Net Cash from Refinancings and/or Net

Cash from Sales derived from such Qualified Property pursuant to Sections

7.1(a), 7.1(b), 7.1(c)(i), 7.1(c)(ii), and/or 7.1(c)(iii) of this Agreement that

causes (1) the net present value of the aggregate of all such distributions to

such Fund Partner in respect of such Qualified Property pursuant to said

Sections 7.1(a), 7.1(b), 7.1(c)(i), 7.1(c)(ii), and/or 7.1(c)(iii) with respect

to such Property IRR Contribution (and/or deemed Property IRR Contribution),

discounted at the specified Property IRR, from the date of each such

distribution back to the date on which such Property IRR Contribution was made

(or deemed to have been made pursuant to Section 5.1(e)(i) or 5.1(f) below),

reduced by (2) the amount of such Property IRR Contribution, to equal zero.

Attached hereto as Exhibit B are certain examples of the calculation of an

internal rate of return.

"PROPERTY IRR CONTRIBUTIONS" shall mean, with respect to a Qualified

Property, all Initial Capital Contributions, Additional Capital Contributions,

Extraordinary Capital Contributions, and Default Contributions made (or deemed

made) by a Fund Partner to the Partnership in respect of such Qualified

Property.

"PROPERTY IRR SHORTFALL" shall mean the aggregate amount, if any,

required to be distributed to the Fund Partners in connection with the

disposition of a Qualified Property, after the distribution of Net Cash from

Sales derived from the disposition of such Qualified Property, in order to

provide such Fund Partners with a Property IRR equal to 11%.

"PROPERTY IRR SHORTFALL ACCOUNT" shall mean a memorandum account

maintained by the Partnership for each of the Fund Partners for the purpose of

determining and making any clawback payments pursuant to Sections 7.1(d)(i)

and/or 7.1(d)(ii) below. The initial balance of a Fund Partner's Property IRR

Shortfall Account shall equal $0, and the balance of such Fund Partner's

Property IRR Shortfall Account shall be increased from time to time by the

amount of the Property IRR Shortfall (if any) resulting upon the

<PAGE>

disposition of any Qualified Property and any interest accrued on the balance of

the Property IRR Shortfall Account pursuant to the next sentence below, and the

balance of such account shall be reduced from time to time by the amount of any

clawback payments actually made to such Fund Partner in respect of such Property

IRR Shortfall Account pursuant to Section 7.1(d)(i) and/or Section 7.1(d)(ii)

hereof. The balance of each Fund Partner's Property IRR Shortfall Account will

accrue interest, calculated on a daily basis and compounded monthly, at the rate

of the lesser of eleven percent (11%) per annum and the maximum rate permitted

to be charged by such Fund Partner by applicable law.

"PROPERTY MANAGER" shall mean the Person who is retained by an SP

Subsidiary pursuant to a Management Agreement to manage one or more Qualified

Properties, who will be, initially, Ramco Gershenson, Inc.

"PROPERTY PRICE" is defined in Section 11.2(a) hereof.

"PROPERTY SALE AGREEMENT" is defined in Section 11.2(a) hereof.

"PROPERTY SALE NOTICE" is defined in Section 11.2(a) hereof.

"PROPERTY SALE TRIGGER DATE" shall mean, with respect to any

particular Qualified Property, the third (3rd) anniversary of the date that the

Partnership acquires a direct or indirect interest in such Qualified Property;

provided that, if Ramco GP or any Approved Ramco Party is removed as Managing

General Partner for Cause pursuant to Section 8.3 of this Agreement or any other

applicable term or provision of this Agreement prior to said third (3rd)

anniversary, then the Property Sale Trigger Date for purposes of Fund GP's

exercise of its rights under Section 11.2 below only shall be the date of such

removal of the Managing General Partner for Cause.

"PROPOSED PLAN" is defined in Section 3.5(a) hereof.

"PROPOSED QUALIFIED PROPERTY" is defined in Section 3.6(a) hereof.

"QUALIFIED PROPERTY" or "QUALIFIED PROPERTIES" shall mean each

parcel of real property acquired by an SP Subsidiary as provided in Section 3.6

hereof, together with all buildings, structures and improvements located

thereon, fixtures contained therein, appurtenances thereto and all personal

property owned in connection therewith.

"RAMCO" shall mean Ramco-Gershenson Properties Trust, a Maryland

real estate investment trust.

"RAMCO BOARD" shall mean the Board of Trustees of Ramco.

"RAMCO GP" is defined in the Preamble hereto.

"RAMCO LP" is defined in the Preamble hereto.

<PAGE>

"RAMCO PARTNER" or "RAMCO PARTNERS" is defined in the Preamble

hereto.

"RECIPIENT GENERAL PARTNER" is defined in Section 11.2(a) hereof.

"REFINANCING PROCEEDS DISTRIBUTION DATE" is defined in Section

7.1(b) hereof.

"REIT is defined in Section 2.4 hereof.

"REIT REGULATIONS" is defined in Section 2.4 hereof.

"REGULATIONS" shall mean the income tax regulations promulgated

under the Code, whether temporary, proposed or finalized, as such regulations

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

regulations).

"REGULATORY ALLOCATIONS" is defined in Section 6.3(f) hereof.

"RELATED PARTNER" shall mean, (i) with respect to Ramco GP, Ramco LP

and any other Affiliate of Ramco who is a Partner, and (ii) with respect to Fund

GP, Fund and any other Affiliate of Fund who is a Partner.

"REMOVAL NOTICE" is defined in Section 8.3(a) hereof.

"REPLACEMENT PROPERTY" is defined in Section 3.6(c) hereof.

"REPLY NOTICE" is defined in Section 11.2(a) hereof.

"RESPONDING GENERAL PARTNER" is defined in Section 11.1(a) hereof.

"RESPONSE NOTICE" is defined in Section 11.1(a) hereof.

"RIGHTS TRIGGER DATE" shall mean the third (3rd) anniversary of the

date of this Agreement; provided that, if Ramco GP or any Approved Ramco Party

is removed as Managing General Partner for Cause pursuant to Section 8.3 of this

Agreement or any other applicable term or provision of this Agreement prior to

said third (3rd) anniversary, then the Rights Trigger Date for purposes of Fund

GP's exercise of its rights under Section 11.1 below only shall be the date of

such removal of the Managing General Partner for Cause.

"SALES PROCEEDS DISTRIBUTION DATE" is defined in Section 7.1(c)

hereof.

"SECOND LEVEL PROFITS PERCENTAGE" shall mean (i) with respect to

Ramco GP, .1%, (ii) with respect to Fund GP, .1%, (iii) with respect to Ramco

LP, 49.9%, and (iv) with respect to the Fund, 49.9%.

<PAGE>

"SECTION 704(c) PROPERTY" shall mean (i) each item of property to

which Code Section 704(c) or Regulations Section 1.704-3(a)(3) applies that is

contributed to the Partnership, and (ii) any property owned by the Partnership

which is governed by the principles of Code Section 704(c), as contemplated by

Regulations Section 1.704-1(b)(4)(i) and other analogous provisions of the

Regulations.

"SHARES" shall mean the common shares of beneficial interest, par

value $.01 per share, of Ramco.

"SIGNIFICANT LITIGATION" means any litigation, arbitration,

mediation and/or similar dispute resolution matters and/or proceedings

pertaining to a particular dispute or series of related disputes that either

General Partner reasonably estimates will cost the Partnership and/or any SP

Subsidiaries aggregate legal fees, costs and expenses in excess of Five Hundred

Thousand Dollars ($500,000).

"SMALL SHOP TENANT" shall mean a tenant of any Qualified Property

who does not lease at least fifteen thousand (15,000) rentable square feet or

more at such Qualified Property in the aggregate.

"SP SUBSIDIARY" shall mean (i) a limited partnership which shall be

wholly-owned (directly or indirectly) by the Partnership, the purpose of which

is limited to acquiring, financing, holding for investment, preserving,

managing, operating, improving, leasing, selling, exchanging, transferring and

otherwise using or disposing of a Qualified Property or Qualified Properties and

(ii) a limited liability company, wholly-owned by the Partnership, the purpose

of which is limited to serving as the general partner of a limited partnership

satisfying the conditions of clause (i) of this definition. The limited

partnership agreement for each SP Subsidiary that is a limited partnership, and

the limited liability company agreement for each SP Subsidiary that is a limited

liability company, shall be subject to the approval of the General Partners

(which approval will not be unreasonably withheld, conditioned or delayed).

"TAX DEPRECIATION" shall mean, with respect to any property owned by

the Partnership (or an SP Subsidiary), depreciation, accelerated cost recovery,

or modified cost recovery, and any other amortization or deduction allowed or

allowable for federal, state or local income tax purposes.

"TAX MATTERS PARTNER" is defined in Section 6.5 hereof.

"TENANT IMPROVEMENT FEE" is defined in Section 3.10(c)(ii) hereof.

"THIRD PARTIES" shall mean consultants, engineers, environmental

consultants, accountants, attorneys, contractors and subcontractors, brokers or

managers, but excluding any Affiliate of the Managing General Partner.

<PAGE>

ARTICLE II

FORMATION, DURATION, PURPOSES, AND CONFIDENTIALITY

SECTION 2.1 FORMATION; ADMISSION OF PARTNERS. The Partnership has

been formed pursuant to the Delaware Revised Uniform Limited Partnership Act,

codified in the Delaware Code Annotated, Title 6, Sections 17-101 to 17-1111, as

the same may be amended from time to time (the "ACT"). The Partners hereby agree

that this Agreement will govern the Partnership from and after the date hereof.

The Partners hereby acknowledge that a certificate of limited partnership has

been executed and filed in the office of the Delaware Secretary of State prior

to the date hereof. The execution and filing of such certificate of limited

partnership with the Delaware Secretary of State has been authorized and is

hereby ratified and approved by the Partners. The rights, liabilities and

obligations of any Partner with respect to the Partnership shall be determined

in accordance with the Act and this Agreement. To the extent anything contained

in this Agreement modifies, supplements or otherwise affects any such right,

liability, or obligation arising under the Act, this Agreement shall supercede

the Act to the extent not restricted thereby. Fund GP has been admitted as a

General Partner, and Fund has been admitted as a Limited Partner, of the

Partnership on and as of the date of this Agreement, and the Partners hereby

admit Fund GP as a General Partner and Fund as a Limited Partner.

SECTION 2.2 NAME; REGISTERED AGENT AND REGISTERED OFFICE. The name

of the Partnership and the name under which the business of the Partnership

shall be conducted shall continue to be "RAMCO/LION VENTURE LP". The registered

agent of the Partnership shall continue to be The Corporation Trust Company, and

the registered office of the Partnership shall continue to be at 1209 Orange

Street, Wilmington, Delaware 19808. The Managing General Partner may select

another such registered agent or registered office from time to time upon ten

(10) Business Days prior written notice thereof to, and the consent of, the

Other General Partner.

SECTION 2.3 PRINCIPAL OFFICE. The principal place of business and

office of the Partnership shall continue to be located at 31500 Northwestern

Highway, Suite 300, Farmington Hills, Michigan 48334, or at such other place as

the Managing General Partner may determine from time to time. The business of

the Partnership may also be conducted at such additional place or places as the

Managing General Partner may determine.

SECTION 2.4 PURPOSES AND BUSINESS. The business of the Partnership

is to, directly or indirectly through SP Subsidiaries, acquire, finance,

refinance, hold for investment, preserve, manage, operate, improve, lease, sell,

exchange, transfer and otherwise use or dispose of the Qualified Properties as

may be acquired by the Partnership or any SP Subsidiary from time to time

pursuant to the terms hereof, which Qualified Properties may be, subject to the

Acquisition Parameters, located anywhere in the United States and shall not be

used primarily for agricultural, horticultural, ranch, or

<PAGE>

mining purposes. In connection therewith and without limiting the foregoing, the

Partnership shall have the power to dispose of the Qualified Properties in

accordance with the terms of this Agreement and to engage in any and all

activities related or incidental thereto, all for the benefit of the Partners.

The Partners acknowledge that it is their mutual intention to structure the

Partnership and its revenues from the operation of the Qualified Properties so

as to eliminate or minimize in the case of Ramco and Clarion REIT, any

additional taxes under Code Section 857 or Code Section 4981 (collectively, the

"REIT REGULATIONS") or related issues which might adversely affect the ability

of Ramco or Clarion REIT to maintain qualification as a real estate investment

trust ("REIT") under Code Section 856.

SECTION 2.5 TERM. The term of the Partnership commenced on November

18, 2004 and shall continue in full force and effect until ten (10) years from

the date hereof, unless sooner terminated pursuant to the terms hereof or

extended pursuant to the written agreement of the General Partners. No Partner

may withdraw from the Partnership without the prior consent of the General

Partners, other than as expressly provided in this Agreement.

SECTION 2.6 OTHER QUALIFICATIONS. The Partnership shall file or

record such documents and take such other actions under the laws of any

jurisdiction in which the Partnership does business as are necessary or

desirable to permit the Partnership to do business in any such jurisdiction and

to promote the limitation of liability for the Limited Partners in any such

jurisdiction.

SECTION 2.7 LIMITATION ON THE RIGHTS OF PARTNERS. Except as

otherwise specifically provided in this Agreement, (a) no Partner shall have the

right to withdraw or retire from, or reduce its contribution to the capital of,

the Partnership; (b) no Partner shall have the right to demand or receive

property other than cash in return for its Capital Contributions; and (c) no

Partner shall have priority over any other Partner either as to the return of

its Capital Contribution or as to profits or distributions.

ARTICLE III

MANAGEMENT RIGHTS, DUTIES, AND POWERS

OF THE MANAGING GENERAL PARTNER; TRANSACTIONS INVOLVING

PARTNERS

SECTION 3.1 MANAGEMENT.

(a) Management by the Managing General Partner. Ramco GP (or another

Approved Ramco Party who is a General Partner) shall be the Managing

General Partner until (x) Ramco GP or any Approved Ramco Party who is then

Managing General Partner resigns as the Managing General Partner without

concurrently appointing an Approved Ramco Party (who has been admitted as

a General Partner of the Partnership) to succeed it, or (y) Ramco GP (or

any other Approved Ramco Party who is then the Managing General Partner in

accordance

<PAGE>

with this Agreement) is removed as the Managing General Partner as

provided in Article VIII hereof. If Ramco GP or any Approved Ramco Party

who is then the Managing General Partner resigns as Managing General

Partner without concurrently appointing an Approved Ramco Party (who has

been admitted as a General Partner of the Partnership) to succeed it, then

the Other General Partner may, in its discretion, designate a substitute

Managing General Partner (which substitute Managing General Partner may be

such Other General Partner). The Managing General Partner shall manage the

investments, business and day-to-day affairs of the Partnership and shall

be responsible for acquisitions and dispositions of Qualified Properties,

subject, however, to the provisions of Section 3.4 hereof with respect to

Major Decisions, of Section 3.6 and Section 3.7 hereof with respect to the

acquisition or sale of Qualified Properties, and any other provisions of

this Agreement establishing restrictions, limitations or requirements on

the investments, business and day-to-day affairs of the Partnership. The

Managing General Partner shall manage the investments, business and

day-to-day affairs of the Partnership in accordance with the Annual Plan

adopted pursuant to (and in accordance with) Sections 3.4 and 3.5 hereof.

Any action taken by the Managing General Partner in accordance with the

terms of this Agreement shall constitute the act of and serve to bind the

Partnership.

(b) Delegation to the Property Manager. The Managing General Partner

shall have the right to retain the Property Manager (pursuant to Section

3.1(a) above) to perform any of the following duties and responsibilities

with respect to any Qualified Property or Proposed Qualified Property: the

management of such Qualified Property and the performance of the tasks

necessary for the evaluation of any Proposed Qualified Property and the

acquisition of any Approved Qualified Property as contemplated in Section

3.6 hereof. The Property Manager shall be qualified to do business in all

jurisdictions in which the Partnership does business or owns properties,

if required by law. If Ramco GP in its capacity as Managing General

Partner elects to retain the Property Manager with respect to any

Qualified Property or Proposed Qualified Property, the Partnership and the

Property Manager shall enter into a Management Agreement substantially in

the form attached hereto as Exhibit C and made a part hereof. The Managing

General Partner may replace the Property Manager at a particular Qualified

Property or Proposed Qualified Property in accordance with the Management

Agreement for that Qualified Property or Proposed Qualified Property;

provided that, in addition to any requirements set forth in the Management

Agreement, as a condition to the replacement of such Property Manager, (i)

for so long as the Managing General Partner is an Affiliate of the

Property Manager for a particular Qualified Property or Proposed Qualified

Property, (x) the Other General Partner shall have received written notice

of such replacement, and (y) the Other General Partner shall have

approved, in writing, the replacement Property Manager (subject, however,

to the standards for approval and exceptions set forth in the Management

Agreement), and (ii) the

<PAGE>

replacement Property Manager shall have entered into an agreement

substantially in the form attached hereto as Exhibit C. Any property

management or operating agreement between the Partnership (or any SP

Subsidiary) and any Property Manager that is not substantially in the form

attached hereto as Exhibit C must be reasonably acceptable to all General

Partners. The Property Manager, in its capacity as such, shall have no

interest in or rights under this Agreement, shall not be admitted as a

substitute for any Partner and shall not have any of the rights of a

Partner under the Act or this Agreement. The Property Manager, in its

capacity as such, also shall have no interest in or rights relating to the

Partnership or any Qualified Property or Proposed Qualified Property,

except as provided in the Management Agreement relating to such Qualified

Property or Proposed Qualified Property. The Property Manager may be

authorized to perform such tasks of the Managing General Partner specified

in Section 3.3 hereof as the Managing General Partner reasonably deems

necessary or appropriate in connection with the management of the

Qualified Properties, the evaluation of Proposed Qualified Properties or

the acquisition of Approved Qualified Properties, but in all cases in

accordance with (and subject to) the Annual Plan and the requirements of

Section 3.4, Section 3.6 and Section 3.7 hereof and any other provisions

of this Agreement establishing restrictions, limitations or requirements

on the investments, business and day-to-day affairs of the Partnership.

The Property Manager shall not have the authority to execute or deliver

documents on behalf of the Partnership or to bind the Partnership, except

as expressly set forth in the Management Agreement between the Partnership

(or SP Subsidiary, as the case may be) and the Property Manager.

Notwithstanding anything to the contrary contained in Section 3.3 hereof,

the Property Manager shall not have any authority to borrow or draw down

funds or finance or refinance any part of any purchase price or incur

indebtedness secured by any Qualified Property or any unsecured

indebtedness. Any delegation to the Property Manager provided in this

Section 3.1(b) shall be supervised by the Managing General Partner and

such delegation shall not relieve such Managing General Partner of any of

its obligations hereunder as "Managing General Partner".

action taken by the Managing General Partner, acting on behalf of the

Partnership pursuant to the authority conferred thereon in this Agreement,

shall be binding on the Partnership.

(d) No Management by the Other Partners. The Other General Partner

shall have the authority to approve Major Decisions. The Other General

Partner shall also have the authority to consent to certain acts of the

Managing General Partner, the Property Manager and the Partnership, in

each case as and to the extent provided in this Agreement. Neither of the

Limited Partners shall participate in the control of the business of the

Partnership, and neither the Other General Partner nor any of the Limited

Partners shall transact any business for the

<PAGE>

Partnership or have the power to sign documents for or otherwise bind the

Partnership, and none of such Other General Partner or Limited Partners

shall perform nor have the authority to perform any act, thing or deed in

the name of or on behalf of the Managing General Partner, the Property

Manager or the Partnership (provided, however, that the Other General

Partner shall have the right to approve Major Decisions pursuant to

Section 3.4, to appoint a replacement Managing General Partner pursuant to

Section 8.3(a), and to exercise certain rights on behalf of the

Partnership pursuant to Section 3.1(e)). The Other General Partner and

Limited Partners may give any consents, approvals or other authorizations

described in this Agreement without being deemed to have participated in

the control of the Partnership.

(e) Other Partner's Right to Enforce Partnership Rights Against

Affiliates of Managing General Partner. Notwithstanding anything herein to

the contrary, if the Managing General Partner has failed to enforce any of

the Partnership's rights against any Affiliate of the Managing General

Partner that has defaulted on any obligation owed to the Partnership or an

SP Subsidiary at law or in equity, under this Agreement or under any

agreement between the Partnership (or an SP Subsidiary) and any such

Affiliate of the Managing General Partner, the Other General Partner shall

be entitled to exercise, on behalf of the Partnership (and/or such SP

Subsidiary) and at the expense of the Partnership (either in the

Partnership's or SP Subsidiary's own capacity or as general partner of the

Partnership), the Partnership's or SP Subsidiary's rights and obligations

arising at law or in equity or under such agreements, as the case may be,

all without the consent or approval of the Managing General Partner;

provided, that such Other General Partner shall not have the right to

terminate such agreements or any rights of the Affiliate of the Managing

General Partner under such agreements without Cause without the consent of

the Managing General Partner.

SECTION 3.2 MEETINGS OF THE GENERAL PARTNERS

(a) Meetings of the General Partners. The General Partners of the

Partnership may hold meetings, both regular and special, telephonically.

Regular meetings of the General Partners shall be held telephonically once

per month at such time and at such place as shall from time to time be

reasonably determined by the Managing General Partner subject to consent

by the Other General Partner. Regular or special meetings of the General

Partners may be called by any General Partner on not less than ten (10)

Business Day's written notice to the Other General Partner, except in the

event of an emergency. The Advisor may attend meetings of the General

Partners but shall not vote on behalf of Fund GP. Except as otherwise

provided by the Act, the Limited Partners shall not be entitled to vote on

any Partnership matter. The meetings of the General Partners in November

and December of each fiscal year shall include the finalization and, to

the extent approval is required by this Agreement, approval of the Annual

Plan for the next

<PAGE>

fiscal year. In addition, at least two (2) of the regular monthly meetings

of the General Partners during each fiscal year, which two (2) meetings

shall be held at least four (4) months apart, shall reaffirm or modify, as

the General Partners may agree in their sole discretion, the Acquisition

Parameters.

(b) Acts of the General Partners. Both General Partners must be

present at any meeting of the Partners, and all acts requiring the

approval of both of the General Partners must be approved unanimously by

the General Partners. Each General Partner present at a meeting and

entitled to participate in such meeting shall be entitled to one vote with

respect to any action. If either General Partner shall not be present at

any meeting of the General Partners, the other General Partner present at

such meeting shall adjourn the meeting from time to time, without notice

other than announcement of the date and location of the adjourned meeting,

until both General Partners shall be present. Any action required or

permitted to be taken at any meeting of the General Partners may be taken

without a meeting if both General Partners consent thereto in writing, and

the writing or writings are filed with the minutes of such proceedings of

the General Partners.

meetings of the General Partners by means of telephone conference or

similar communications equipment that allows all persons participating in

the meeting to hear each other, and such participation in a meeting shall

constitute presence in person at the meeting. So long as all the

participants are participating by telephone conference or similar

communications equipment, the meeting shall be deemed to be held at the

principal place of business of the Partnership.

(d) Authorized Representatives. Prior to the first annual meeting of

the General Partners and prior to the time Fund GP or Ramco GP casts a

vote: (i) Fund GP shall deliver to Ramco GP a list of individuals who are

authorized to attend meetings of the General Partners and cast votes on

its behalf and shall update such list from time to time to reflect any

changes in authorized individuals; and (ii) Ramco GP shall deliver to Fund

GP an incumbency certificate naming all of Ramco GP's executive officers

who are authorized to attend meetings and cast votes on its behalf and

shall replace such certificate from time to time whenever there is a

change in Ramco GP's executive officers who are authorized to attend such

meetings and cast votes on its behalf. Each of Ramco GP's executive

officers are authorized to attend meetings of the General Partners and to

cast votes on behalf of Ramco GP. Regardless of the number of authorized

individuals who attend meetings of the General Partners, each of the Fund

GP and Ramco GP shall have only one (1) vote on each matter on which the

General Partners have the right to vote and which is presented for a vote

at the meeting. Ramco GP shall be entitled to rely, without investigation,

on the voting authority of each individual included on the most recent

list of authorized Fund GP representatives provided to

<PAGE>

Ramco GP by Fund GP, and Fund GP shall be entitled to rely, without

investigation, on the voting authority of each individual included on the

most recent list of authorized Ramco GP executive officer representatives

in Ramco GP's most recent incumbency certificate provided to Fund GP by

Ramco GP.

(e) Informational Meetings. The Managing General Partner shall hold

informational meetings with the Other General Partner to review and

discuss the Partnership's activities and business upon ten (10) Business

Days' prior written notice by the Other General Partner. Such meetings

shall be held at a mutually convenient time telephonically.

SECTION 3.3 AUTHORITY OF THE MANAGING GENERAL PARTNER. Except as

otherwise provided in this Article III, the Managing General Partner is hereby

authorized to do the following, for and in the name and on behalf of the

Partnership, as may be necessary, convenient or incidental to the implementation

of the Annual Plan or to the accomplishment of the purposes of the Partnership

(provided, that if any of the following constitutes a Major Decision that is not

specifically contemplated by and identified in the approved Annual Plan, the

Managing General Partner shall first obtain the consent of the Other General

Partner pursuant to Section 3.4 hereof):

(i) acquire by purchase, exchange or otherwise, any Proposed

Qualified Property consistent with the purposes of the Partnership, but

only in accordance with Section 3.6 hereof;

(ii) operate, manage and maintain each of the Qualified

Properties;

(iii) take such action as is necessary to form, create or set

up any SP Subsidiary that has been recommended and approved by the

Managing General Partner and approved by the Other General Partner in

accordance with Section 3.4 and Section 3.6 hereof;

(iv) dissolve, terminate or wind-up any SP Subsidiary,

provided that any Qualified Property held by such SP Subsidiary has been

disposed of in accordance with Section 3.7 or Section 11.2 hereof or

transferred to the Partnership or any other SP Subsidiary;

(v) enter into, amend, extend or renew any lease of any

Qualified Property or any part thereof or interest therein recommended and

approved by the Managing General Partner and approved by the Other General

Partner as part of the Annual Plan (but only if and to the extent that

such approval is required hereunder) or that satisfies the Leasing

Parameters;

(vi) initiate legal proceedings or arbitration with respect to

any lease of any Qualified Property or part thereof or interest therein;

provided that, so long as Ramco GP or any Affiliate of Ramco is the

Managing General Partner,

<PAGE>

the prior written approval of the Other General Partner must be first

obtained unless such legal proceeding or arbitration shall have arisen in

connection with (w) any matter of an emergency nature, (x) the collection

of rent or other charges provided for in any lease of a Qualified Property

or portion thereof or interest therein, (y) the enforcement of any

remedies of an SP Subsidiary under any lease of a Qualified Property that

is not an Anchor Lease, or (z) an uninsured claim of $100,000 or less;

(vii) dispose of any or all of the Qualified Properties by

sale, lease, exchange or otherwise, and grant an option for the sale,

lease, exchange or otherwise of any or all the Qualified Properties, but

only in accordance with Section 3.7 or Section 11.2 hereof;

(viii) employ and dismiss from employment any and all

employees, agents, independent contractors and, subject to Section 4.8

hereof, attorneys and accountants for the Partnership;

(ix) pay all Permitted Expenses;

(x) execute and deliver, on behalf of the Partnership, and

cause the Partnership to perform, any and all agreements, contracts,

documents, certifications and instruments necessary or convenient in

connection with the management, maintenance and ownership of the Qualified

Properties and in connection with any other matters with respect to which

the Managing General Partner has authority to act pursuant to the Annual

Plan or as set forth in this Section 3.3, including, without limitation,

causing the appropriate SP Subsidiary to execute, deliver and perform a

Management Agreement with the Property Manager, provided that the

formation of such SP Subsidiary has been recommended and approved by the

Managing General Partner and approved by the Other General Partner in

accordance with Section 3.4 and Section 3.6 hereof and that such

Management Agreement is substantially in the form of Exhibit C hereto;

(xi) draw down funds as needed under any approved lines of

credit or other financing previously approved under Section 3.4 hereof;

(xii) finance or refinance a portion of the purchase price of

any Qualified Property and incur (and refinance) indebtedness secured by

any Qualified Property, or any portion thereof or any interest or estate

therein and incur any other secured or unsecured borrowings or other

indebtedness;

(xiii) implement those Major Decisions that are specifically

set forth in the Annual Plan or that have been approved by the Other

General Partner pursuant to Section 3.4 below; and

<PAGE>

(xiv) subject to any conditions expressly provided in this

Agreement, engage in any kind of activity and perform and carry out

contracts of any kind necessary or incidental to or in connection with the

accomplishment of the purposes of the Partnership as may be lawfully

carried out or performed by a limited partnership under the laws of each

state in which the Partnership is then formed or registered or qualified

to do business.

SECTION 3.4 MAJOR DECISIONS. Notwithstanding anything to the

contrary contained in this Agreement, the Managing General Partner shall not

take, on behalf of the Partnership, and shall not permit the Partnership or the

Property Manager to take, any action, make any decision, expend any sum or

undertake or suffer any obligation which comes within the scope of any Major

Decision, unless (a) the Managing General Partner delivers written notice to the

Other General Partner of its desire to take, or cause the Partnership to take,

any such action, make any such decision, expend any such sum, or undertake or

suffer any such obligation, briefly describing such action, decision,

expenditure, or obligation and the Managing General Partner's reasons therefor,

and (b) such Major Decision is approved by the Other General Partner in advance

in writing (including any written approval delivered at a meeting in accordance

with Section 3.2 hereof) or is specifically set forth in the Annual Plan

approved by the General Partners or constitutes the entering into of a lease

that satisfies the Leasing Parameters; provided that, the failure of the Other

General Partner to approve or deny any action, decision, expenditure or

obligation specified in clauses (iv), (vii), (xiii), (xiv), (xvi), (xxiii), or

to the extent of any action, decision, expenditure or obligation described in

said clauses to be taken, made or assumed by an SP Subsidiary, (xxviii), within

five (5) Business Days following delivery of the written notice from the

Managing General Partner to the Other General Partner, shall constitute approval

of such action, decision, expenditure, or obligation. As used herein, so long as

Ramco GP or any Affiliate of Ramco is the Managing General Partner, "MAJOR

DECISION" shall mean a decision to take any of the following actions (and if and

so long as neither Ramco GP nor any Affiliate of Ramco is the Managing General

Partner, then notwithstanding anything to the contrary stated or implied in this

Agreement, a "MAJOR DECISION" shall mean only a decision to take any of the

actions described in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii),

(ix), (xi), (xv), (xix), (xxi), (xxii), (xxiv), (xxv), (xxvi), (xxvii), and

(xxviii) below):

(i) the acquisition by purchase, exchange or otherwise of any

Proposed Qualified Property or other real property except in accordance

with Section 3.6 hereof;

(ii) the disposition by sale, lease, exchange or otherwise,

and the granting of an option for the sale, lease, exchange or other

disposition of any or all of the Qualified Properties (or any portion

thereof or interest therein, including, without limitation, any

outparcel), except in accordance with Sections 11.1 and 11.2 hereof, and

except, in each event, for any lease of space that complies with the

parameters for such space as set forth in the approved

<PAGE>

Annual Plan or any lease that satisfies all of the Leasing Parameters or

as otherwise provided by Section 3.4(xvi) below;

(iii) (A) the financing or refinancing of, or the increasing

of any mortgage indebtedness encumbering, any Qualified Property, or any

portion thereof or any interest or estate therein, whether recourse or

non-recourse to the Partnership or SP Subsidiary, (B) the provision or

giving of any guaranty (or assumption of any personal liability or

obligation) by the Partnership, any SP Subsidiary or, unless previously

approved in writing by the Other General Partner, either in connection

with the Other General Partner's approval of a prior Major Decision (such

as a financing or refinancing) or otherwise, any Partner or Affiliate of a

Partner (to the extent that any such guaranty is given, or personal

liability is assumed, by such Partner or Affiliate of a Partner in

connection with any Qualified Property or SP Subsidiary or other

Partnership business), (C) the incurrence of indebtedness secured by any

Qualified Property, or any portion thereof or any interest or estate

therein, or (D) the incurrence of any other secured or unsecured

borrowings or other indebtedness by the Partnership (other than trade

payables and short-term insignificant borrowings with terms that do not

exceed 60-days and that are incurred in the ordinary course of business),

including, without limitation, determination of the terms and conditions

of any of the foregoing, and any amendments to such terms and conditions

except as contemplated in the Annual Plan or approved in accordance with

this Section 3.4;

(iv) the formation, creation or setting up of any SP

Subsidiary, each of which shall be established pursuant to the appropriate

form of governance documents for such SP Subsidiary in a form approved by

the General Partners pursuant to this Section 3.4(iv) (which approval

shall not be unreasonably withheld, conditioned or delayed), and any

subsequent amendments, modifications or supplements of or to any

governance documents of any SP Subsidiary;

(v) the making of any loan (other than (x) a loan, in an

aggregate principal amount that does not exceed $75,000, made to any

tenant of a Qualified Property for the purpose of permitting such tenant

to make tenant improvements and (y) a loan in a principal amount that does

not exceed $10,000 made in connection with the capitalization of any

approved SP Subsidiary);

(vi) the entering into of any transaction or agreement with or

for the benefit of, or the employment or engagement of, any Affiliate of

the Managing General Partner, except as expressly contemplated in Sections

3.1(b) and 3.10 hereof or any of the Exhibits hereto;

(vii) the causing or permitting of an encumbrance of or

against any Qualified Property or any portion thereof other than (x)

utility easements and other covenants that do not run underneath any

structures located on a Qualified

<PAGE>

Property, do not materially adversely affect the use, operation or value

of the Qualified Property, and do not impose any material obligations on

the owner of the Qualified Property that have not been included in the

approved Annual Plan for such Qualified Property, (y) mortgages, deeds of

trust, collateral assignments, subordination, non-disturbance and

attornment agreements, and similar customary loan and security documents

recorded in connection with any financing recommended and approved by the

Managing General Partner and approved by the Other General Partner

pursuant to this Section 3.4, and (z) mechanic's liens, judgment liens and

similar monetary liens that the Managing General Partner contests and for

which adequate provision (through bonding, reserves or otherwise) is made

promptly after the recordation of such liens;

(viii) the construction, alteration, improvement, repair,

rehabilitation, razing, rebuilding, or replacement of any building or

other improvements or the making of any capital improvements,

replacements, repairs, alterations or changes in, to or on any Qualified

Property, or any part thereof, except to the extent provided for in the

Annual Plan or the expenditure associated therewith constitutes a

Permitted Expense; provided that repairs of an emergency nature may be

undertaken without prior approval of the Other General Partner provided

the Managing General Partner notifies the Other General Partner in writing

thereof within two (2) Business Days following the commencement of such

emergency repairs;

(ix) the incurring of any expense other than a Permitted

Expense; provided that, notwithstanding the foregoing, repairs of an

emergency nature may be undertaken without prior approval of the Other

General Partner provided the Managing General Partner notifies the Other

General Partner in writing thereof within two (2) Business Days following

the commencement thereof;

(x) the reinvestment for restoration purposes of (A) insurance

proceeds in excess of $500,000 received by the Partnership in connection

with the damage or destruction of any Qualified Property or (B)

condemnation proceeds in excess of $500,000 received by the Partnership in

connection with the taking or settlement in lieu of a threatened taking of

all or any portion of any Qualified Property; provided that (x) if the

determination is made not to reinvest any such insurance or condemnation

proceeds, then so much thereof as may be necessary shall be applied to the

razing, cleanup and any other disposition of the remaining improvements as

may be required by law or by a reasonably prudent property manager and the

balance of such insurance or condemnation proceeds shall be distributed in

accordance with this Agreement, and (y) any reinvestment of insurance or

condemnation proceeds that is contractually required under any lease or

the terms of any financing or refinancing of a Qualified Property approved

in each case by the General Partners shall not be a Major Decision subject

to this Section 3.4;

<PAGE>

(xi) the use of any revenues derived from one Qualified

Property to pay any Operating Expenses or other fees, costs or expenses of

any kind or nature of any other Qualified Property, or to fund operating

or other deficits for any other Qualified Property, unless (x) such

payment or such deficit funding from one Qualified Property to another

Qualified Property is specifically and expressly approved in the Annual

Plan or agreed to by the General Partners and (y) the General Partners

also agree on amendments to this Agreement (including amendments to

certain of the definitions included in Article I hereof) to address the

appropriate treatment [for purposes of the allocations and distributions

among the Partners made in Section 7.1 below] of such payment or deficit

funding from one Qualified Property to another Qualified Property;

(xii) the approval of the Annual Plan (including the Annual

Budget), and any amendments, modifications or supplements thereof or

thereto, in each event to be approved in accordance with the procedures

set forth in Section 3.5 below;

(xiii) the initiation of legal proceedings or arbitration with

respect to any lease of any Qualified Property or part thereof or interest

therein; provided that, so long as the Managing General Partner provides

the Other General Partner written notice of the initiation of any of the

following proceedings or arbitration concurrently with the initiation of

same, the initiation of such legal proceedings or arbitration shall not be

a Major Decision subject to this Section 3.4: (x) any proceedings or

arbitration in connection with any matter of an emergency nature, (y) any

proceedings or arbitration for the collection of rent or other charges

provided for in a lease of any Qualified Property or portion thereof or

interest therein (specifically excluding, however, any action for eviction

or to terminate or cancel any Anchor Lease), or (z) any proceedings or

arbitration to enforce any remedies of an SP Subsidiary under any lease of

a Qualified Property that is not an Anchor Lease;

(xiv) the commencement of any litigation or the making of any

claim by the Partnership, or the settlement of any litigation or claim

against the Partnership, involving any claim for which the uninsured

portion exceeds $100,000;

(xv) the commencement of any case, proceeding or other action

seeking protection for the Partnership as debtor under any existing or

future law of any jurisdiction relating to Bankruptcy, insolvency,

reorganization or relief of debtors; any consent to the entry of an order

for relief in or institution of any case, proceeding or other action

brought by any third party against the Partnership as a debtor under any

existing or future law of any jurisdiction relating to Bankruptcy,

insolvency, reorganization or relief of debtors; the filing of an answer

in any involuntary case or proceeding described in the previous clause

admitting the

<PAGE>

material allegations of the petition therefor or otherwise failing to

contest any such involuntary case or proceeding; the seeking of or consent

to the appointment of a receiver, liquidator, assignee, trustee,

sequestrator, custodian or any similar official for the Partnership or for

a substantial portion of its Qualified Properties; any assignment for the

benefit of the creditors of the Partnership; or the admission in writing

that the Partnership is unable to pay its debts as they mature or that the

Partnership is not paying its debts as they become due;

(xvi) the entering into, amending, extending, renewing, or

terminating (or the granting of consent to any assignment) of any Anchor

Lease, or the entering into, amending, extending, renewing, or terminating

(or the granting of consent to any assignment) of any other lease of space

at a Qualified Property, if and to the extent that such other lease,

amendment, extension, modification, renewal, termination, or assignment

does not comply with the Leasing Parameters, and in each event only if any

such Anchor Lease or other lease, amendment, extension, renewal, or

termination is not already approved by the General Partners as part of the

Annual Plan; provided that, (A) any collateral assignment of a lease or

leases to a lender that has made a loan secured by a Qualified Property in

connection with any debt or financing approved in accordance with this

Agreement, and/or (B) the delivery to, or as directed by, a tenant or any

such lender of any rent commencement notices, notices of possession,

estoppel certificates, or similar communications shall not be a Major

Decision subject to this Section 3.4;

(xvii) the replacement of the Property Manager, or the

entering into, amending, modifying, supplementing, or consenting to the

assignment of any Management Agreement entered into with any Property

Manager (including, without limitation, the approval of any form of

management agreement, amendment, modification or supplement); except that,

the Managing General Partner may, without the consent of the Other General

Partner, cause the Partnership to (x) enter into a Management Agreement in

the form of Exhibit C attached hereto with its Affiliate in accordance

with Section 3.1(b) and (y) collaterally assign any Management Agreement

to a lender in connection with any financing or refinancing secured by a

Qualified Property and recommended and approved by the Managing General

Partner and approved by the Other General Partner pursuant to Section

3.4(iii) above;

(xviii) the execution of any agreement, contract,

understanding, or other arrangement to effectuate a Major Decision that

has not been approved in accordance with the terms of this Agreement;

provided that the execution of a non-binding letter of intent or other

non-binding instrument in accordance with Section 3.6(a) hereof shall not

be a Major Decision subject to this Section 3.4;

<PAGE>

(xix) the extension of the statute of limitations for

assessing or computing any tax liability against the Partnership or the

amount of any Partnership tax item or to settle any dispute with respect

to any material income or any material tax;

(xx) any action that would jeopardize the Partnership's status

as a real estate operating company under the Plan Asset Regulation or

result in the Partnership owning (or treated as owning) assets that do not

qualify as an investment in real estate for purposes of qualifying the

Partnership as an operating company under the Plan Asset Regulation;

(xxi) any change in the legal status or structure of the

Partnership as a limited partnership formed pursuant to the laws of the

State of Delaware;

(xxii) the authorization or effectuation of any merger or

consolidation of the Partnership with or into one or more other entities;

(xxiii) the retention by the Partnership or any SP Subsidiary

of any auditors, accountants or legal counsel, except as further provided

by Section 4.8 below;

(xxiv) any action that is reasonably likely to adversely

affect the status of either Ramco or Clarion REIT as a real estate

investment trust as defined in Section 856 of the Code; any action that is

reasonably likely to result in the imposition of an excise tax on either

Ramco or Clarion REIT; and any action which is reasonably likely to cause

any Partner's distributive share or interest in the Partnership assets, or

the gross income of the Partnership, not to satisfy the real estate

investment trust provisions of the Code;

(xxv) the adoption, amendment or modification of the policies

of the Partnership with respect to the maintenance of the books and

records of the Partnership;

(xxvi) the adoption or implementation of any tax policies for

the Partnership, and the making or revocation of any tax elections

(including, without limitation, any election under Section 754 of the

Code), or of any elections regarding any available reporting method

pursuant to the Code or state or local tax laws, and/or any change in the

reporting method to be utilized by the Partnership;

(xxvii) the transfer of any Partner's Partnership Interest, or

the transfer of the Managing General Partner's rights, obligations or

liabilities under this Agreement, except as otherwise provided or

permitted pursuant to Article VIII and/or Article XI hereof; or

<PAGE>

(xxviii) the taking of any of the actions listed above by or

through an SP Subsidiary or any other subsidiary of the Partnership (but

only if and to the extent that (A) any such action constitutes a Major

Decision pursuant to the introductory paragraph of this Section 3.4 and

(B) any such action, if taken by or through the Partnership, has not

previously been approved by the General Partners in accordance with the

provisions of this Agreement, it being understood that the approval by the

General Partners in accordance with the provisions of this Agreement of

the taking of any of the actions listed above by the Partnership shall

also constitute approval of all such actions if such actions are instead

taken by or through an SP Subsidiary or any other subsidiary of the

Partnership).

SECTION 3.5 PRELIMINARY AND ANNUAL PLANS.

(a) Preparation and Approval of Plans. So long as Ramco GP or

any Affiliate of Ramco is the Managing General Partner, the Managing

General Partner shall prepare and deliver to the Other General Partner and

the Advisor for the General Partners' approval or disapproval a proposed

annual plan for the next fiscal year of the Partnership (as further

described below, a "PROPOSED PLAN"). The Proposed Plan shall cover the

Partnership and each Qualified Property and shall include: a proposed

Annual Budget covering the Partnership and each Qualified Property and a

brief narrative description of the material portions thereof; a plan of

operations for each Qualified Property, including anticipated repairs and

improvements; estimated financing needs and estimated financing costs;

estimated cash flow projections; a description of tenants then in

occupancy in each Qualified Property; a schedule of any leases of any

portion of a Qualified Property, any leases which are expiring during such

fiscal year and the plans for the re-leasing of such Qualified Properties

and any lease restructures (such as subleasing or expansion by a tenant)

of which the Managing General Partner is aware; and projected capital

improvements and capital repairs. The Managing General Partner shall

prepare and submit a Proposed Plan to the Other General Partner and the

Advisor on or before October 1st of the year prior to such fiscal year.

The Other General Partner shall provide the Managing General Partner, in

writing, any comments or requested changes the Other General Partner may

have to such Proposed Plan within fifteen (15) days after its receipt

thereof. If the Other General Partner fails to provide any comments or

requested changes in writing within such fifteen (15) day period, then the

Managing General Partner may at any time after the expiration of such

fifteen (15) day period deliver to the Other General Partner a second

written notice containing the Proposed Plan (which second notice will

state, in all caps and bold-face type, that the Proposed Plan will be

deemed approved if the Other General Partner, within five (5) Business

Days after receipt of such second notice, fails to deliver a written

objection to such Proposed Plan that specifies in reasonable detail the

Other General Partner's objections to such Proposed Plan), and if the

Other General Partner, within five (5) Business Days after its receipt of

such second notice, does

<PAGE>

not deliver to the Managing General Partner a written objection to such

Proposed Plan specifying in reasonable detail the Other General Partner's

objections to such Proposed Plan, then the Proposed Plan shall be deemed

to have been approved by the Other General Partner and shall be the Annual

Plan (as defined below) for the Partnership's next fiscal year. If the

Other General Partner provides comments within the fifteen (15) day or

five (5) Business Day periods described above, then the Managing General

Partner shall submit a revised Proposed Plan to the Other General Partner

and the Advisor incorporating or otherwise addressing the Other General

Partner's requested changes no later than fifteen (15) Business Days after

receipt of the Other General Partner's comments. Any Proposed Plan

recommended and approved by the Managing General Partner and approved or

deemed approved by the Other General Partner in accordance with this

Section 3.5(a) shall become the annual plan for the next fiscal year of

the Partnership (any such Proposed Plan recommended and approved by the

Managing General Partner and approved (or deemed approved) by the Other

General Partner for any fiscal year of the Partnership, as may be amended

from time to time by a Plan Amendment in accordance with Section 3.5(c)

hereof, an "ANNUAL PLAN"). A model of an Annual Plan is attached as

Schedule 4 and made a part hereof.

(b) Dispute Concerning an Annual Budget. If, prior to the

commencement of any fiscal year, the General Partners have not reached an

agreement as to the amount to be allocated to any budget line item set

forth in the Annual Budget portion of the Proposed Plan for the

Partnership or any Qualified Property, as the case may be, for such fiscal

year, then (i) as to any such disputed budget line item, the Annual Budget

portion of the Annual Plan for the Partnership or the applicable Qualified

Property, as the case may be, for the immediately preceding fiscal year

(exclusive of any non-recurring capital expenditures) shall be controlling

but only with respect to such disputed budget line item (in each case

adjusted to reflect the increases in the CPI for September of such fiscal

year over the CPI for September of such immediately preceding fiscal year)

and only until such time as the General Partners reach an agreement on the

amount to be allocated to such budget line item, and (ii) as to any budget

line item or items that are not in dispute, the Annual Budget portion of

the Proposed Plan shall control.

judgment an Annual Plan requires amendment, such General Partner (the

"AMENDING GENERAL PARTNER") shall deliver to the other General Partner

(the "NON-AMENDING GENERAL PARTNER") (and, if the Non-Amending General

Partner is Fund GP or another Affiliate of the Fund, to the Advisor) a

written notice setting forth the proposed amendment to the Annual Plan and

the reasons therefor. The Non-Amending General Partner shall approve or

disapprove (which approval shall not be unreasonably withheld), in

writing, such proposed amendment within

<PAGE>

ten (10) Business Days after receipt thereof. If the Non-Amending General

Partner approves such amendment in writing (any such approved amendment, a

"PLAN AMENDMENT"), the Annual Plan (including, without limitation any

amendments to the Annual Budget portion thereof) shall be amended by the

Plan Amendment as set forth in the written notice described in the

preceding sentence. If the Non-Amending General Partner elects to

disapprove such proposed amendment, the Non-Amending General Partner's

written response shall specify in reasonable detail its reasons for

disapproving such amendment. If the Non-Amending General Partner fails to

approve or disapprove such Plan Amendment within the ten (10) Business Day

Period described above, which approval shall not be unreasonably withheld,

then the Amending General Partner may at any time after the expiration of

such ten (10) Business Day period deliver to the Non-Amending General

Partner a second written notice setting forth the proposed amendment

(which second notice will state, in all caps and bold-face type, that the

proposed amendment to the Annual Plan will be deemed approved if the

Non-Amending General Partner fails to deliver a written objection to such

proposed amendment, specifying in reasonable detail the reasons for its

objection, within three (3) Business Days after receipt of such second

notice), and if the Non-Amending General Partner does not deliver to the

Amending General Partner a written objection to such proposed amendment,

specifying in reasonable detail the reasons for its objection, within

three (3) Business Days after its receipt of such second notice, then the

General Partners shall be deemed to have approved the Plan Amendment, and

the Annual Plan shall be amended by the Plan Amendment.

(d) Applicability of Annual Plan Provisions. Notwithstanding

anything to the contrary stated or implied in this Agreement, the terms

and provisions of this Section 3.5 shall apply only so long as Ramco GP or

any other Affiliate of Ramco is the Managing General Partner. If, at any

time during the term of the Partnership, none of Ramco GP, Ramco LP or any

Affiliate of Ramco is the Managing General Partner, then the Managing

General Partner shall be free to adopt such management and operating plans

and budgets as the Managing General Partner may desire or deem appropriate

in its sole but good faith discretion and to manage and operate the

Qualified Properties without any consent or approval rights of the Other

General Partner, except as expressly provided in Section 3.4.

SECTION 3.6 QUALIFIED PROPERTY ACQUISITIONS.

(a) Generally. The Managing General Partner shall use its

commercially reasonable efforts to originate properties that satisfy the

Acquisition Parameters set forth in Schedule 1 for acquisition by the

Partnership or an SP Subsidiary (any such property, a "PROPOSED QUALIFIED

PROPERTY") and shall consult regularly with the Other General Partner

regarding each Proposed Qualified Property; provided that, nothing stated

herein will prevent or limit the

<PAGE>

right of the Other General Partner to advise the Managing General Partner

of the location and identity of a Proposed Qualified Property, in which

event the Managing General Partner, in its sole and absolute discretion,

may elect to evaluate and pursue such Proposed Qualified Property for

acquisition by the Partnership (or an SP Subsidiary). Notwithstanding the

foregoing proviso, the Managing General Partner shall have no obligation

whatsoever to consider, evaluate or investigate any such Proposed

Qualified Property described in such proviso, but if the Managing General

Partner fails to advise the Other General Partner, in writing, of the

Managing General Partner's election to pursue the acquisition of the

Proposed Qualified Property on behalf of the Partnership (or an SP

Subsidiary) within seven (7) Business Days after the Other General Partner

has delivered to the Managing General Partner written notice identifying

such Proposed Qualified Property, then the Managing General Partner shall

be conclusively deemed to have elected not to pursue the acquisition of

such Proposed Qualified Property by the Partnership (or any SP

Subsidiary), and the Other General Partner (and its Affiliates) shall be

free to acquire (and pursue the acquisition of) such Proposed Qualified

Property for its or their own account.

(b) Preliminary Approval by Other General Partner. The

Managing General Partner or its Affiliate may enter into any non-binding

letter of intent or similar non-binding instrument concerning the

acquisition of a Proposed Qualified Property by the Partnership (or an SP

Subsidiary), may make any refundable earnest money deposit using the

Managing General Partner's or its Affiliate's funds, and may commence and

perform such contract negotiations and such underwriting, due diligence

and other property analysis as the Managing General Partner deems

appropriate with respect to the proposed acquisition of the Proposed

Qualified Property (all as further described in subsection (c) below). The

Partnership and the Partners shall have no obligation, however, to

reimburse such Managing General Partner (or its Affiliate) for any due

diligence costs or expenses or other expenses incurred in connection with

the potential acquisition of any such Proposed Qualified Property, or to

fund any amounts in respect of any earnest money deposit, unless and until

the Other General Partner preliminarily approves the Proposed Qualified

Property in accordance with this Section 3.6(b) or the Other General

Partner agrees, in its sole discretion in writing, to share (or cause the

Partnership to reimburse the Managing General Partner for) any such fees,

costs, expenses, or deposits. In any event, the Managing General Partner

shall submit to the Other General Partner the background and supporting

materials and information regarding such Proposed Qualified Property

generally described on Schedule 5 attached hereto (such materials and

information, collectively, the "PRELIMINARY PROPOSAL MATERIALS"). The

Other General Partner shall, within seven (7) Business Days after receipt

of such Preliminary Proposal Materials (provided that, such seven (7)

Business Day period will be extended by three (3) Business Days if the

Other General Partner raises any significant questions or issues regarding

the Preliminary Proposal Materials or the Proposed

<PAGE>

Qualified Property during the initial seven (7) Business Day period),

provide preliminary written approval or disapproval of the acquisition of

the Proposed Qualified Property by the Partnership or an SP Subsidiary

(provided that, if the Other General Partner preliminarily disapproves the

Partnership's acquisition of the Proposed Qualified Property, the Other

General Partner shall include in its written disapproval notice reasonable

detail regarding its reasons for its preliminary disapproval). If the

Oth

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