LIMITED PARTNERSHIP AGREEMENT NAP PROPERTIES, LTD.

Limited Partnership Agreement

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Title: LIMITED PARTNERSHIP AGREEMENT NAP PROPERTIES, LTD.
Governing Law: California Date: 1/7/2004

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LIMITED PARTNERSHIP AGREEMENT

NAP PROPERTIES, LTD.

A California Limited Partnership

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LIMITED PARTNERSHIP AGREEMENT

TABLE OF CONTENTS

Page

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SECTION 1: DEFINITIONS

1.1 Affiliate ...................................................... 2

1.2 Allocations .................................................... 3

1.3 Assignee ....................................................... 3

1.4 Bankruptcy ..................................................... 3

1.5 Capital Account ................................................ 3

1.6 Internal Revenue Code .......................................... 3

1.7 Distributions .................................................. 4

1.8 Event of Dissolution ........................................... 4

1.9 General Partner ................................................ 4

1.10 Initial Limited Partner ........................................ 4

1.11 Invested Capital ............................................... 4

1.12 Limited Partner ................................................ 4

1.13 Majority for Voting Purposes (Limited Partners) ................ 4

1.14 Minimum Gain ................................................... 5

1.15 Net Income and Net Loss ........................................ 5

1.16 Net Proceeds From Operations ................................... 5

1.17 Net Proceeds From Sales or Refinancings ........................ 5

1.18 Partner ........................................................ 5

1.19 Partnership .................................................... 5

1.20 Percentage Interest ............................................ 5

1.21 Property ....................................................... 6

1.22 Reserves ....................................................... 6

1.23 Tax Matters Partner ............................................ 6

SECTION 2: ORGANIZATION

2.1 Authority To Do Business ....................................... 6

2.2 Certificate Of Limited Partnership ............................. 6

2.3 Purpose ........................................................ 6

2.4 Partnership Name ............................................... 7

2.5 Place Of Business .............................................. 7

2.6 Admission Of Limited Partners .................................. 7

2.7 Initial Limited Partner ........................................ 8

SECTION 3: TERM

3.1 Commencement ................................................... 8

3.2 Dissolution .................................................... 8

3.3 Continuation ................................................... 9

3.4 Authority To Wind Up ........................................... 10

SECTION 4: CAPITAL

4.1 Capital Contributions .......................................... 10

4.2 Additional Limited Partners .................................... 10

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Table of Contents (Cont'd)

4.3 General Partner as Limited Partner ............................. 11

4.4 Capital Account ................................................ 11

4.5 Loans .......................................................... 13

4.6 Reserves ....................................................... 14

SECTION 5: ALLOCATIONS AND DISTRIBUTIONS

5.1 Net Income and Net Loss ........................................ 14

5.2 Distributions .................................................. 15

5.3 Dissolution .................................................... 15

5.4 Apportionment Among Partners ................................... 16

5.5 Allocation On Transfer of Interest in Partnership .............. 16

5.6 Return of Distributions ........................................ 16

SECTION 6: PARTNERSHIP EXPENSES

6.1 Direct Expenses ................................................ 17

6.2 Reimbursable Expenses .......................................... 17

SECTION 7: BOOKS AND RECORDS

7.1 Records ........................................................ 18

7.2 Delivery of Records to Limited Partner and Inspection .......... 19

7.3 Reports ........................................................ 20

7.4 Tax Returns .................................................... 20

7.5 Tax Matters Partner ............................................ 20

SECTION 8: CHANGES IN MEMBERSHIP

8.1 Additional Partners ............................................ 21

8.2 Transfer Restrictions of Partnership Interest .................. 22

8.3 Permitted Transfers of Partnership Interest .................... 23

8.4 Buy-Out Events ................................................. 23

8.5 Effect of Buy-Out Event ........................................ 25

8.6 Procedure for Sale and Purchase ................................ 26

8.7 Purchase Price ................................................. 28

8.8 Insurance Policies ............................................. 29

8.9 Payment and Transfer of Available Interest ..................... 30

8.10 Notes and Security ............................................. 32

SECTION 9: MANAGEMENT

9.1 Control In General Partner ..................................... 33

9.2 Acts and Voting of General Partner ............................. 35

9.3 Devotion of Time ............................................... 35

9.4 Indemnification of General Partner ............................. 35

9.5 Investment Opportunities ....................................... 36

9.6 Other Matters Concerning the General Partner ................... 36

iii

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Table of Contents (Cont'd)

SECTION 10: LIMITED PARTNERS' VOTING RIGHTS AND MEETINGS

10.1 No Management and Control ...................................... 37

10.2 Voting Rights .................................................. 38

10.3 Limitations .................................................... 38

10.4 Meetings of Partners ........................................... 39

10.5 Voting Procedures .............................................. 39

10.6 Action Without a Meeting ....................................... 40

10.7 Waiver of California Corporations Code Section 15637 ........... 40

SECTION 11: GENERAL PARTNER'S WITHDRAWAL OR TERMINATION

11.1 Withdrawal or Termination ...................................... 41

11.2 Liability on Removal or Withdral ............................... 41

SECTION 12: SPECIAL POWER OF ATTORNEY

12.1 Attorney-In-Fact ............................................... 42

12.2 Special Provisions ............................................. 43

12.3 Signatures ..................................................... 43

SECTION 13: REORGANIZATION

13.1 Limited Partner Approval ....................................... 43

13.2 Incorporation .................................................. 44

13.3 Merger ......................................................... 44

13.4 Valuation ...................................................... 44

SECTION 14: MISCELLANEOUS

14.1 Amendments ..................................................... 45

14.2 Arbitration .................................................... 45

14.3 Attorneys Fees ................................................. 45

14.4 Capacity To Sign ............................................... 45

14.5 Counterparts ................................................... 45

14.6 Covenant To Sign Documents ..................................... 46

14.7 Cross-References ............................................... 46

14.8 Entire Agreement ............................................... 46

14.9 Gender and Number .............................................. 46

14.10 Governing Law .................................................. 46

14.11 Headings ....................................................... 46

14.12 Joint and Several Liability .................................... 47

14.13 Notices ........................................................ 47

14.14 No Waiver....................................................... 47

14.15 Severability ................................................... 48

14.16 Successors and Assigns ......................................... 48

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Table of Contents (Cont'd)

SIGNATURES

General Partner ................................................ 48

Limited Partner ................................................ 48

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LIMITED PARTNERSHIP AGREEMENT

NAP PROPERTIES, LTD.,

a California Limited Partnership

This Limited Partnership Agreement ("Agreement") is made on August 11, 1989

between NEALE A. PERKINS ("Perkins"), ARLENE HAMEL ("Hamel") and DAVID M. HOLMES

("Holmes"), collectively, the "General Partner" or the "General Partners," and

NEALE A. PERKINS, (the "Initial Limited Partner"). The General Partner and the

Initial Limited Partner are sometimes referred to as the "Partners."

R E C I T A L S

A. All the Partners presently are employees of or affiliated with

Safariland Ltd., Inc. a California corporation ("Safariland"), of which Perkins

is the principal shareholder.

B. The Partnership Property, as defined below, initially shall be leased to

Safariland.

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C. Except as otherwise provided in this Agreement or an amendment to it,

the parties intend that Partnership interests will be held by Perkins and

employees of or persons affiliated with Safariland (e.g., Holmes is legal

counsel to and a member of the Executive Committee of Safariland).

By this Agreement and with reference to the foregoing Recitals, the

Partners join together to form a limited partnership under the California

Revised Limited Partnership Act and agree to all the terms of this Agreement.

SECTION 1

DEFINITIONS

1. When used in this Agreement, the following terms shall have the meanings

stated in this Section, and not those stated in the California Revised Limited

Partnership Act:

1.1 Affiliate. (a) A person directly or indirectly controlling, controlled

by or under common control with another person; (b) a person owning or

controlling 10% or more of the outstanding voting securities or beneficial

interests of another person; (c) an officer, director or partner of another

person. "Person" includes any natural person, partnership, corporation,

association or other legal entity. Control includes the terms "controlled by"

and "under common control with" and means the

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possession, direct or indirect, of the power to direct or cause the direction of

the management and policies of a person, whether through the ownership of voting

securities, by contract, or otherwise.

1.2 Allocations. The Allocations of the Partnership's Net Income, Net Loss

and other items of income loss, gain or credit, made for Federal income tax

purposes and shown in the Partnership's Federal income tax return.

1.3 Assignee. A person who has acquired a beneficial interest in the

Partnership from a Limited Partner in compliance with the terms of the Agreement

but who is not a substituted Limited Partner.

1.4 Bankruptcy. Institution of any proceedings under Federal or State laws

for relief of debtors, including the filing of a voluntary or involuntary

petition under the Federal Bankruptcy Law; an adjudication as insolvent or

bankrupt; an assignment of property for the benefit of creditors; the

appointment of a receiver, trustee, or a conservator of any substantial portion

of assets. Failure to obtain the dismissal of a proceeding under this Section or

the removal of a conservator, receiver or trustee within 60 days after either

event shall also be considered Bankruptcy.

1.5 Capital Account. As defined in Section 4.4.

1.6 Internal Revenue Code. The Internal Revenue Code of 1986, as amended,

or corresponding provisions of subsequent

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revenue laws.

1.7 Distributions. Cash or property distributed to Partners arising from

their interests in the Partnership, other than payments to Partners for services

or as repayment of loans.

1.8 Event of Dissolution. As defined in Section 3.2.1.

1.9 General Partner. The persons named above and referred to collectively

as the General Partner and any person or persons who are successors to the named

General Partners.

1.10 Initial Limited Partner. The person named above as the Initial

Limited Partner, with the rights described in Section 2.7.

1.11 Invested Capital. The money contributed to the Partnership by a

Partner as capital under Section 4.1, including contributions when this

Partnership is formed and later contributions.

1.12 Limited Partner. The persons listed on the signature page as Limited

Partners and any person who becomes a Limited Partner by substitution after

receiving an assignment from a Limited Partner and the General Partner's

consent.

1.13 Majority for Voting Purposes (Limited Partners. The Limited Partners

collectively holding more than two-thirds of the Percentage Interest of all the

Limited Partners. The definition of Majority supersedes and prevails over the

Corporations Code Section 15611(1) definition of Majority.

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1.14 Minimum Gain. The "Partnership Minimum Gain" as defined in Treasury

Regulation Section 1.704-1(b).

1.15 Net Income and Net Loss. The Net Income or Net Loss of the Partnership

for Federal income tax purposes, as determined by sound principles of tax

accounting, as applied by the Partnership's accountants.

1.16 Net Proceeds From Operations. Gross Revenues generated by the Property

and miscellaneous sources other than Net Proceeds From Sales or Refinancings,

less cash expenditures, fees for services to the General Partner or any

Affiliate of the General Partner, debt service, operating expenses, and amounts

set aside for reserves.

1.17 Net Proceeds From Sales or Refinancings. Proceeds from a sale or

refinancing of the Property after deducting expenses relating to the transaction

and retention of reasonable reserves, or net condemnation proceeds, or insurance

proceeds not used to rebuild or replace the affected property.

1.18 Partner. Any person who is a General Partner or a Limited Partner in

the Partnership.

1.19 Partnership. The limited partnership formed by the Agreement.

1.20 Percentage Interest. A Partner's percentage interest as set forth on

the signature page, unless modified under the Agreement; provided, it is the

intent of the parties that the General Partner(s) collectively shall own a 90%

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Percentage Interest and the Limited Partners collectively shall own a 10%

Percentage Interest in the Partnership.

1.21 Property. The real property commonly known as approximately 5.64 acres

located at the corner of Mission Boulevard and Turner Avenue in the City of

Ontario, County of San Bernardino, California.

1.22 Reserves. A sum of money retained by the Partnership for

contingencies, as described in Section 4.5.

1.23 Tax Matters Partner. A Partner as defined in Section 7.5.

SECTION 2

ORGANIZATION

2.1 Authority To Do Business. The Partnership shall hold, operate, and

manage the Property and enter into contracts and do business as a limited

partnership.

2.2 Certificate of Limited Partnership. A Certificate of Limited

Partnership ("Certificate") under California Corporations Code Section 15621

shall be prepared, signed by the General Partner and filed in the Office of the

California Secretary of State.

2.3 Purpose. The purpose and activity of the Partnership shall be limited

as stated in this Section.

2.3.1 The purpose of the Partnership is to purchase, manage, finance,

refinance, and hold for investment and

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disposition the Property.

2.3.2 Besides the primary purpose stated in Subsection 2.3.1, the

Partnership may purchase any real or personal property, make any investment, and

engage in any joint venture, general partnership, limited partnership, or other

business activity proposed by the General Partner and not prohibited by law.

2.3.3 The Partnership may do all things necessary, in the General

Partner's opinion and not prohibited by the Agreement or any law, to accomplish

the purposes of the Partnership.

2.4 Partnership Name. The name of the Partnership shall be "NAP PROPERTIES,

LTD., a California Limited Partnership" or such other name as the General

Partner may choose.

2.5 Place of Business. The principal place of business for the Partnership

shall be 1941 South Walker Avenue, Monrovia, California, 91016, or such other

place as the General Partner may choose.

2.6 Admission of Limited Partners. Persons will be admitted as Limited

Partners as follows:

2.6.1 Persons who have (a) signed the Agreement or a counterpart copy

of the Agreement; (b) made the required payment of Invested Capital; and (c)

been accepted by the General Partner to become Limited Partners.

2.6.2 Persons who purchase Limited Partnership

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interests on the offering and issuing of additional interests after the initial

organization of the Partnership shall be admitted and become Limited Partners

according to the terms of the later offering and issuance.

2.6.3 The General Partner may establish additional reasonable rules

and procedures for the admission of additional or substitute Limited Partners

not otherwise inconsistent with this Agreement.

2.7 Initial Limited Partner. The Initial Limited Partner shall be a Limited

Partner to the extent of the Invested Capital contributed by the Initial Limited

Partner, provided that at the option of the General Partner or the Initial

Limited Partner, exercisable by notice within 60 days of the admission of any

other Limited Partner, the Initial Limited Partner's Invested Capital shall be

returned and he or she shall no longer be a Limited Partner.

SECTION 3

TERM

3.1 Commencement. The Partnership term shall begin on August 11, 1989, the

date of filing of the Certificate with the Secretary of State.

3.2 Dissolution.

3.2.1 The Partnership shall dissolve on the earlier of December 31,

2015, or the occurrence of an Event of

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Dissolution. Each of the following shall be an Event of Dissolution:

(a) Sale of all or substantially all the Partnership's assets.

(b) Ceasing of the General Partner to be a General Partner unless

(i) at least one other General Partner remains, in which event the remaining

General Partner shall continue the business of the Partnership or (ii) all

Partners agree in writing to continue the business of the Partnership and to

admit one or more General Partners.

3.2.2 The occurrence of an Event of Dissolution shall dissolve the

Partnership and the agency relationship between the Limited Partners and the

General Partner.

3.2.3 After a dissolution, the Partnership's assets shall be

liquidated and the proceeds distributed as provided in Section 5.3.

3.2.4 When appropriate, the General and Limited Partners shall file a

Certificate of Dissolution, Certificate of Cancellation, or Certificate of

Continuation.

3.3 Continuation.

3.3.1 On occurrence of an Event of Dissolution, the Limited Partners

may continue the business of the Partnership in a new limited partnership on the

same terms as in the Agreement and with a new General Partner elected by a

Majority.

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3.3.2 Despite Subsection 3.3.1, if the General Partner ceases to be a

General Partner and there is no remaining or surviving General Partner,

admission of a new General Partner or a decision to continue the business of the

Partnership shall be approved by the affirmative vote of all the Limited

Partners. Expenses incurred in the continuation, or attempted continuation, of

the Partnership shall be considered expenses of the Partnership.

3.4 Authority To Wind Up. If the Partnership is dissolved and not

reconstituted, the person designated by the Court decree or a vote of a Majority

shall wind up the affairs of the Partnership and shall be entitled to

compensation as approved by the Court or by a vote of a Majority.

SECTION 4

CAPITAL

4.1 Capital Contributions.

4.1.1 Each Partner has contributed, or will contribute within 120 days

of the date of this Agreement the amount shown next to his or her name on the

signature page.

4.1.2 Limited Partners shall not be required to contribute additional

capital.

4.2 Additional Limited Partners. Additional Limited Partners may be

admitted to the Partnership at any time as

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proposed by the General Partner and in accordance with Section 2.6. Additional

Limited Partners shall be admitted effective as of the first day of the first

calendar month after the month in which the additional Limited Partner has

contributed Invested Capital. The additional Limited Partners' Percentage

Interest shall be that set forth on the signature page of this Agreement or an

amendment admitting the additional Limited Partner.

4.3 General Partner as Limited Partner. A General Partner shall also be a

Limited Partner to the extent that the General Partner's contribution is

identified as that of a Limited Partner in the Partnership records.

4.4 Capital Account.

4.4.1 Each Partner shall have a Capital Account, which shall be

maintained in accordance with Treasury Regulation Section 1.704-1(b). The

Capital Account for each Partner shall include that Partner's Invested Capital

plus the Partner's allocations of Net Income (including income exempt from tax)

and minus the Partner's allocations of Net Loss (including the Partner's share

of any Partnership expenditures that may not be deducted, amortized, or

capitalized for tax purposes) and share of Distributions.

4.4.2 "Adjusted Capital Account" shall mean the balance in a Partner's

Capital Account as of the end of the taxable year after giving effect to the

following adjustments: (a) increasing the Capital Account by any amounts that

the

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Partner is obligated to restore or is deemed to be obligated to restore under

Treasury Regulation Section 1.704-1(b)(4)(iv)(f) and (b) decreasing the Capital

Account by the items described in Treasury Regulation Section

1.704-1(b)(2)(ii)(d)(4)-(6).

4.4.3 "Adjusted Capital Account Deficit" shall mean the deficit

balance, if any, in a Partner's Adjusted Capital Account as of the end of the

taxable year. This definition is intended to comply with and shall be

interpreted to be consistent with Treasury Regulation Section

1.704-1(b)(2)(ii)(d).

4.4.4 If any Limited Partner unexpectedly receives any adjustments,

allocations, or distributions described in Treasury Regulation Section

1.704-1(b)(2)(ii)(d)(4), (5), or (6), then items of Net Income shall be

specifically allocated to that Limited Partner in an amount and manner

sufficient to eliminate, to the extent required by the Regulation, the Adjusted

Capital Account Deficit of that Limited Partner as quickly as possible. This

Section is intended to comply with and shall be interpreted to be consistent

with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

4.4.5 If there is a net decrease in Partnership Minimum Gain during

any Partnership year, then each Limited Partner who would otherwise have an

Adjusted Capital Account Deficit at the end of that year shall be specially

allocated items of Net Income for that year (and, if necessary, subsequent

years) in an amount and manner sufficient to eliminate the

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Adjusted Capital Account Deficit as quickly as possible. This Section is

intended to comply with and shall be interpreted to be consistent with the

Minimum Gain chargeback requirements of Treasury Regulation Section

1.704-1(b)(4)(iv)(e).

4.4.6 To the extent an Allocation of Loss to a Limited Partner would

cause the Limited Partner to have an Adjusted Capital Account Deficit, the Loss

shall not be allocated to that Limited Partner and instead shall be allocated to

the General Partner.

4.4.7 It is the intent of the Partnership that the Agreement comply

with the terms and requirements of Treasury Regulation Section

1.704-1(b)(2)(ii)(d), including its provisions for the safe harbor test and the

qualified income offset. Treasury Regulation Section 1.704-1(b)(2)(ii)(d) is

incorporated by reference in the Agreement. If the Partnership determines that

the Allocation provisions of the Agreement are unlikely to be respected for

Federal income tax purposes, the General Partner shall have the authority to

amend the Allocation provisions of the Agreement to the minimum extent necessary

to effect the allocations and distributions plan of the Agreement. The General

Partner shall have the authority, at its sole discretion, to adopt and revise

rules, conventions, and procedures for admitting Limited Partners to reflect

their interests in the Partnership at the close of the year.

4.5 Loans. Any funds over and above Invested Capital and

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Net Proceeds from Operations or Refinancing necessary or proper to reasonably

carry out the purposes of the Partnership may be loaned to it by the General

Partner at then-prevailing interest rates for similar loans from third parties.

4.6 Reserves. Reserves in an amount reasonably determined by the General

Partner shall be retained out of Invested Capital. When the Reserves are

reduced, the General Partner may replace the Reserves out of Net Proceeds From

Sales or Refinancings, Net Proceeds From Operations, or loans to the

Partnership. Any Reserves remaining on dissolution of the Partnership shall be

held until the final liquidation and then distributed to the Partners as Net

Proceeds From Operation or Net Proceeds from Sale or Refinancing, respectively,

according to the source of the Reserves.

SECTION 5

ALLOCATIONS AND DISTRIBUTIONS

5.1 Net Income and Net Loss. Subject to Section 5.4, Net Income and Net

Loss shall be allocated as follows:

(a) 90% to the General Partner.

(b) 10% to the Limited Partners.

This allocation may be changed pro rata to the extent that all or a portion of

the General Partners' interest in the Partnership becomes a Limited Partnership

interest as provided in this Agreement, whereupon an appropriate amendment shall

be made

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hereto.

5.2 Distributions. Net Proceeds From Operations and, subject to first

paying off loans to the Partnership from the Partners and, in the case of

Dissolution, subject to Section 5.3, Net Proceeds From Sales and Refinancings

shall be distributed at such time as the General Partner shall reasonably

determine, as follows:

(a) 90% to the General Partner.

(b) 10% to the Limited Partners.

5.3 Dissolution. On dissolution of the Partnership without continuation,

the General Partner shall wind up the Partnership's business, liquidate the

assets, and apply the proceeds to: (a) payment of Partnership debts, including

loans from the General Partner, expenses of the liquidation, except that on

liquidation the debts owed to secured creditors shall be assumed or otherwise

transferred; and (b) creation in a trust account of a reasonable reserve, as

determined by the General Partner, for payment of contingent liabilities and

expenses. The remaining proceeds shall be distributed as Net Proceeds >From

Sales or Refinancings, except that any remaining proceeds representing

previously undistributed Net Proceeds From Operations shall be distributed as

Net Proceeds >From Operations. After passage of a reasonable time and payment of

any contingencies arising in that time, the balance of the reserve shall be

distributed to the Partners. If, after the liquidation and Distribution, any

Partner would have a

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negative Capital Account, any Net Income resulting from the liquidation shall

first be allocated to that Partner in the amount of the deficit, and then to the

Partners in proportion to their receipt, or their entitlement to receipt, of the

proceeds for the liquidation. If, after these allocations, any Partner still has

a negative Capital Account, the Partner shall contribute to the Partnership cash

in the amount of the remaining deficit.

5.4 Apportionment Among Partners. The Net Income, Net Loss, and

Distributions allocated to the Partners shall be apportioned among them

according to their respective Percentage Interests.

5.5 Allocation on Transfer of Interest in Partnership. On the transfer of

an interest in the Partnership, the distributive share of all items of income,

gain, loss, deduction, or credit associated with that interest for the taxable

year in which the transfer occurs shall be allocated between the transferor and

the transferee according to the relative number of days in the year before and

after the effective date of the transfer.

5.6 Return of Distributions.

5.6.1 Any distribution made to the Partners shall be considered to

comply with all applicable law, including California Corporations Code Section

15666, if the Distribution is made from available Partnership assets.

5.6.2 If a Court of competent jurisdiction finds

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that a Distribution violates California Corporations code Section 15666, the

Limited Partners shall not be required to return their respective share of the

Distribution made in violation of Section 15666.

5.6.3 Creditors of the Partnership shall be considered to have notice

of the provisions of this Section and the fact that Limited Partners shall not

be required to return a Distribution.

SECTION 6

PARTNERSHIP EXPENSES

6.1 Direct Expenses. The Partnership shall pay all expenses of the

Partnership including, without limitation, (a) all salaries, compensation, and

fringe benefits of personnel employed by the Partnership and involved in the

Partnership business; (b) all costs of borrowed money, taxes, and assessments on

the Property and other taxes applicable to the Partnership; (c) legal, audit,

accounting, consulting, Partnership-related travel expenses, and brokerage fees;

(d) expenses and taxes incurred in the distribution, transfer, and recording of

documents evidencing ownership of an interest in the Partnership or in the

Partnership business; and (e) expenses for the repair, remodeling, leasing,

refinancing, and operation of the Property.

6.2 Reimbursable Expenses. The Partnership shall reimburse

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the General Partner or Affiliates for the actual cost of goods and materials

used for or by the Partnership. The Partnership shall also pay or reimburse the

General Partner or Affiliates for organization expenses incurred to form the

Partnership. The organization expenses shall include, without limitation, legal

and accounting fees.

SECTION 7

BOOKS AND RECORDS

7.1 Records. The General Partner shall keep at its office in California at

1941 South Walker, Monrovia, California 91016, the following Partnership

documents:

(a) A current list of the full name and last known business or

residence address of each Partner, together with each partner's contribution

and share in profits and losses.

(b) Copies of the Certificate of Limited Partnership and all

Certificates of Amendment and executed copies of any powers of attorney under

which any Certificate has been executed.

(d) Copies of the Partnership's Federal, State, and local income tax

or information returns and reports, if any, for the six most recent tax years.

(e) The Partnership's financial statements for the six

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most recent tax years.

(f) The Partnership's books and records for the current and past three

tax years.

(g) Instruments evidencing the transfer of outstanding Limited

Partnership Interests.

7.2 Delivery of Records to Limited Partner and Inspection.

7.2.1 On the request of a Limited Partner, the General Partner shall

promptly deliver to the requesting Limited Partner, at the expense of the

Partnership, a copy of the information required to be maintained by Subsections

(a)-(g) of Section 7.1.

7.2.2 Each Limited Partner has the right, on reasonable request, to:

(a) Inspect and copy during normal business hours any of the

Partnership records required to be maintained by Section 7.1; and

(b) Obtain from the General Partner, promptly after they are

available, a copy of the Limited Partnership's Federal, State, and local income

tax or information returns for each year.

7.2.3 Despite anything to the contrary in this Agreement, Limited

Partners shall not be entitled to inspect or receive copies of the following:

(a) Internal memoranda of the General Partner, whether relating

to Partnership matters or any other matters;

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(b) Correspondence and memoranda of advice from attorneys for

the Partnership or the General Partner;

for the Partnership or the General Partner; and

(d) Trade secrets and customer lists of the Partnership or the

General Partner, investor information, financial statements of investors or

Limited Partners, supplier lists, and similar and related materials, documents,

and correspondence.

7.3 Reports.

7.3.1 The General Partner shall send to each Partner, within 90 days

after the end of each tax year, the information necessary for the Partner to

complete his or her Federal and State income tax or information returns.

7.3.2 If there are 35 or fewer Limited Partners, the General Partner

shall send to each Partner within 90 days after the end of each tax year a

complete copy of the Partnership's Federal, State, and local income tax or

information returns for the year.

7.4 Tax Returns. The Partnership's tax or fiscal year shall be the calendar

year. The Partnership's accountants shall be instructed to prepare and file

all required income tax returns for the Partnership. The General Partner shall

make any tax election necessary for completion of the Partnership tax return.

7.5 Tax Matters Partner. General Partner Holmes shall be

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the Tax Matters Partner for purposes of Section 6231 (a) (7) of the Code, and

shall have all the authority granted by the code to the Tax Matters Partner, to

do all of the following:

7.5.1 Enter into a settlement agreement with the Internal Revenue

Service that purports to bind Partners.

7.5.2 File a petition as contemplated in Section 6226(a) or Section

6228 of the Code.

7.5.3 Intervene in any action as contemplated in Section 6226(b)(5) of

the Code.

7.5.4 File any request contemplated in Section 6227(b) of the Code.

7.5.5 Enter into an agreement extending the period of limitations as

contemplated in Section 6229(b)(1)(B) of the Code.

SECTION 8

CHANGES IN MEMBERSHIP

8.1 Additional Partners.

8.1.1 Admission. A new Partner may be admitted to the Partnership by

the written consent of a majority in interest of the General Partner. Each new

Partner shall be admitted only upon executing this Agreement by an appropriate

supplement to it containing the aforementioned consent of the General Partner,

and agreeing to be bound by the terms and provisions of the Agreement as they

may be modified by that supplement or other fully

<PAGE>

executed supplements or amendments. Admission of a new Partner shall not cause

dissolution or termination of the Partnership.

8.1.2 Interest of New Partner. A newly admitted Partner's capital

contribution, Percentage Interest and share of the Partnership's profits or

losses shall be set forth in the executed amendment or supplement to this

Agreement which contains the consent of the General Partner to the admission of

the new Partner.

8.1.3 Tax Election. The General Partner may, at its sole discretion,

make an election under Section 754 of the Code to adjust the basis of the

Partnership's assets, to reflect the purchase price by an assignee.

8.2 Transfer Restrictions of Partnership Interest.

8.2.1 General Restriction. Except for the special provision concerning

Perkins' Partnership interest, no Partnership interest shall be transferred,

encumbered or in any way alienated or disposed of except under the terms of this

Agreement.

8.2.2 Nonrecognition of Certain Transfers.

(a) The Partnership and its General Partner will not, nor be

compelled to, recognize any transfer of a Partnership interest to any person who

has not delivered to the General Partner an executed supplement to this

Agreement agreeing to be bound by its terms and conditions.

(b) The Partnership and its General Partner will not, nor be

compelled to, recognize any transfer made other

<PAGE>

than in accordance with the terms of this Agreement.

8.3 Permitted Transfers Of Partnership Interest. A Partner may transfer his

Partnership interest to a grantor's inter vivos trust established exclusively

for the benefit of the Partner and his spouse or issue. Such permitted

transferees shall hold the Partnership interest subject to all the provisions of

this Agreement as if they were original Partners; provided, should any of the

Buy-Out Events set forth below occur with respect to a transferor Partner (e.g.,

death, disability, etc.), then the buy-out rights and obligations contained in

this Agreement shall be fully applicable and a permitted transferee bound by

them.

8.4 Buy-out Events Each of the following events shall constitute a "Buy-Out

Event" affecting Partnership Interests:

8.4.1 Voluntary Sale. Ex

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