FIRST AMENDMENT TO THE DAVIDSON GROWTH PLUS, L.P. LIMITED PARTNERSHIP AGREEMENT

Exhibit 3B

FIRST AMENDMENT TO THE DAVIDSON GROWTH PLUS, L.P.

limited partnership AGREEMENT

This First Amendment (this “ Amendment ”) is made and entered into as of October 15, 2008, and amends that certain Limited Partnership Agreement dated as of May 22, 1986 (the “ Original Agreement ”) of Davidson Growth Plus, L.P. (f/k/a Freeman Growth Plus, L.P.) (the “ Partnership ”), by and among Freeman Diversified Properties, Inc, a Tennessee corporation (“ Freeman ”), James T. Gunn and Susan L. Freeman.

RECITALS

A.                  Freeman was the original general partner of the Partnership.

B.                  Pursuant to an Amendment to the Certificate of Limited Partnership of the Partnership, Freeman withdrew as the general partner of the Partnership effective as of August 29, 1996 and Davidson Growth Plus GP Corporation, a Delaware corporation, was admitted as the general partner (the “ General Partner ”).

C.                  Pursuant to an Amendment to the Certificate of Limited Partnership of the Partnership, the Partnership’s name was changed from Freeman Growth Plus, L.P. to Davidson Growth Plus, L.P.

D.                  Article 16 of the Original Agreement provides that the term of the Partnership may be extended upon a vote of the majority of the Limited Partners.  Article 15 of the Original Agreement provides that the General Partner, without seeking approval from the Limited Partners, may amend the agreement to change the name of the partnership and to cure any ambiguity.

E.                   The General Partner has received the consent