U.S.REALTY PARTNERS LIMITED PARTNERSHIP AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

Exhibit 4(e)

U.S.REALTY PARTNERS LIMITED PARTNERSHIP

AMENDMENT TO THE

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

This AMENDMENT (this ^" Amendment") dated as of April 12, 2005, to the AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the "Partnership Agreement") of U.S. REALTY PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership"), is entered into by the undersigned.

WITNESSETH:

WHEREAS, pursuant to Section 17.1(a) of the Partnership Agreement, Limited Partners

who own more than 50% of the Units which actually voted have consented in writing to this Amendment to the Partnership Agreement; and

WHEREAS, pursuant to the Partnership Agreement the General Partner may execute this Amendment to the Partnership Agreement on behalf of the Partnership and the Limited Partners;

NOW, THEREFORE, the parties agree as follows:

1.                   Article 5 of the Partnership Agreement is hereby amended to read in its e