URBAN IMPROVEMENT FUND LIMITED 1974, LP AGREEMENT OF LIMITED PARTNERSHIP

EXHIBIT 99.1

URBAN IMPROVEMENT FUND LIMITED 1974, LP

AGREEMENT OF LIMITED PARTNERSHIP

This Agreement ("Agreement") is made as of August 25, 2006 by and between

Interfinancial Real Estate Management Company, a Washington corporation as

general partner (the "General Partner"), and SP Millennium L.L.C., a Washington

limited liability company, as initial limited partner ("Initial Limited

Partner"). Each of the persons, in addition to the Initial Limited Partner who

are admitted to the partnership created hereby (the "Partnership") is referred

to herein as a Limited Partner or collectively as the "Limited Partners." The

Partnership is formed pursuant to the Delaware Revised Uniform Limited

Partnership Act as in effect in the State of Delaware (the "Act").

A. The General Partner filed a Certificate of Limited Partnership with the

Delaware Secretary of State on August 18, 2006, to form the Partnership.

B. The General Partner is a general partner of Urban Improvement Fund

Limited - 1974, a California limited partnership (the "Prior Partnership").

C. The Prior Partnership and the Partnership intend to enter into a Merger

Agreement of even date herewith, pursuant to which the General Partner shall

succeed to its general partnership interest in the Prior Partnership and the

existing limited partners of the Prior Partnership will be admitted to the

Partnership.

WHEREAS, the parties now desire to establish the terms and conditions under

which the Partnership will operate and be managed.

NOW THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the General Partner and the

Limited Partners (each, a "Partner" and collectively, the "Partners") hereby

agree as follows:

1. Name and Principal Office. URBAN IMPROVEMENT FUND LIMITED 1974, LP, 1201

Third Avenue, Suite 5400, Seattle, Washington 98101. The principal office of the

General Partner is 1201 Third Avenue, Suite 5400, Seattle, Washington 98101. The

Partnership may also do business under any other names or in such other places

as the General Partner may designate by written notice to the Limited Partners.

2. Term. From the date of this Agreement to December 31, 2015 unless

extended or sooner terminated as provided herein; provided, that such term shall

not be extended beyond February 21, 2021.

3. Purposes. (a) To acquire real or personal property (including debt and

equity interests in any partnership, or joint venture which is a limited

distribution entity as defined by Federal Housing Administration Rules and

Regulations), for the purpose of (i) acquiring, financing, constructing,

improving, managing and/or operating government-assisted or other housing

projects (the "Projects") or (ii) any other purpose authorized by this

Agreement; (b) to hold, own, maintain, manage, improve, develop, operate, sell,

transfer, convey, lease, mortgage, exchange or otherwise dispose of or deal in

or with such property; and (c) to perform any acts to accomplish the foregoing

purposes.

4. Partnership Interests. The entire interest in the Partnership shall be

divided into 115 General Partner Interests and 11,394 Limited Partnership

Interests (all of which interests are collectively referred to as the "Units")

(the interest held by a partner in the Partnership may also be referred to as a

"Partnership Interest" or "Limited Partnership Interest"). Following completion

of the Merger Agreement, the name, address of, and number of Units held by, the

General Partner and each Limited Partner will be as shown on Schedule A attached

hereto. All Units shall, unless herein provided to the contrary, be treated

equally for all purposes. Limited Partnership Units shall be nonassessable.

5. Capital Contributions; Merger. The General Partner and the Initial

Limited Partner have each contributed $100 to the capital of the Partnership

but shall not be issued Units in connection therewith. Upon the closing of the

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Merger, as defined in the Merger Agreement, (i) the Partnership shall pay to the

Initial Limited Partner and the General Partner the amount of $100 each,

respectively; (ii) the Initial Limited Partner shall be treated as having had

its interest in the Partnership redeemed; (iii) the limited partners of the

Prior Partnership shall be admitted to the Partnership with capital accounts in

such amount as they shall have in the Prior Partnership and (iv) the General

Partner shall succeed to the capital account it had in the Prior Partnership. No

partner is entitled to the return of all or any part of his contribution prior

to partial or total liquidation of the Partnership, or to receive interest on

such contribution. The "Capital Account" for each Unit as of any date is the

cash contributed to the Partnership in respect of such Unit, properly adjusted

to reflect as of such date profits, losses and cash distributions with respect

to such Partnership Interest.

6. Organizational Expenses. The Partnership shall pay all formation and

organization expenses of the Partnership.

7. Profits and Losses. The General Partner shall at all times have at least

a 1% interest in each material item of income, gain, loss, deduction and credit,

arising from its capital contributions. The Limited Partners shall share the

remaining profits, losses and any special allocations in proportion to their

respective Units of Limited Partnership Interests. For the purpose of Sections

702 and 704 of the Internal Revenue Code of 1954, or the corresponding sections

of any future federal internal revenue law, or any similar tax law of any state

or other jurisdiction, the determination of each Limited Partner's distributive

share of any Partnership item of income, gain, loss, deduction, credit or

allowance for any Partnership accounting year or other period shall be made in

accordance with the proportion that such Limited Partner's Units bear to all

Limited Partners' Units outstanding. In the event of the transfer of a Unit, the

distributive share of the aforesaid Partnership items (in respect of the Unit so

transferred) shall be allocated between the transferor and the transferee in

proportion to the number of days each held the Units during the year.

8. Cash Distributions. The General Partner shall distribute annually

substantially all of the Partnership's net cash flow as defined herein. The

General Partner shall be entitled to receive 1% of the net cash flow to be

distributed and the Limited Partners shall receive, in proportion to their

respective Units, the balance of the distributed cash flow. Net Cash Flow shall

mean the Partnership's share of all cash receipts derived from the ownership of

a Project or interest therein (exclusive of any proceeds from the sale of

Projects, financings or other extraordinary transactions not in the ordinary

course of business) less (i) expenses, (ii) such reserves as the General Partner

deems reasonably necessary for the proper operation of the Partnership's

business, and (iii) any expenditures authorized by this Agreement. The General

Partner may at its discretion reinvest or distribute all or any portion of the

proceeds from the disposition or refinancing of any Project or interest therein,

provided that the Limited Partners shall have first received an amount

sufficient to pay state and federal long-term capital gains taxes from the sale

of such Project, if any, calculated at the maximum rate then in effect. To the

extent that such proceeds are not reinvested or committed within 12 months from

the date of the sale or refinancing, they shall be distributed. The General

Partner shall designate a record date to determine Partners entitled to cash

distributions, which shall not be less than 10 days nor more than 15 days before

each cash distribution. The Partnership shall cause to be maintained records

reflecting the name, address and number of Partnership Interests held by each

Partner for the purpose of determining recipients of cash distributions and

notices.

9. The General Partner. A. Powers. The General Partner has complete

discretion in the management and control of the business of the Partnership for

the purposes herein stated and shall make all decisions affecting the business

of the Partnership and shall manage and control the affairs of the Partnership

to the best of its abilities and use its best efforts to carry out the purposes

of the Partnership. The powers of the General Partner include, but are not

limited to, the powers: (i) to expend the capital and profits of the Partnership

in furtherance of the Partnership's business; (ii) to acquire, hold (in the

Partnership's name or under any other title arrangement selected by the General

Partner), lease, sell, mortgage, convey or refinance any real or personal

property, including Projects or any interest therein, at such price and upon

such terms, as it deems to be in the best interests of the Partnership, (iii) to

borrow money and execute promissory notes and to secure the same by mortgage

upon the Partnership's property; (iv) to invest in short-term debt obligations

(including obligations of federal and state governments and their agencies,

commercial paper, and certificates of deposit of commercial banks, savings banks

or savings and loan associations) such funds as are temporarily not required for

investment in Projects or other Partnership property; (v) to lend money in

furtherance of the Partnership's purposes; and (vi) to enter into and carry out

agreements of any kind (provided, however, all contracts with the General

Partner or its affiliates must provide for termination by the Partnership on

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60 days written notice, without penalty) and to do any and all other acts and

things necessary, proper, convenient or advisable to effectuate and carry out

the purposes of the Partnership.

B. Duties. The General Partner shall (i) devote such of its time as is

deemed necessary to the affairs of the Partnership; (ii) file and publish all

certificates, notices, statements or other instruments required by law for

formation and operation of the Partnership in all appropriate jurisdictions;

(iii) cause the Partnership to carry adequate public liability, property damage

and other insurance all of which may name the General Partner as the sole

insured; (iv) indemnify and hold the Partnership harmless from any loss, damage

or liability due to, or arising out of, the General Partner's breach of

fiduciary duty; (v) maintain Capital Accounts on the books and records of the

Partnership in respect of each Partnership Interest; and (vi) hold all funds and

assets of the Partnership as a fiduciary for the exclusive use of the

Partnership. The General Partner may become a Limited Partner and thereby become

entitled to all of the rights of a Limited Partner to the extent of the Units so

acquired; provided, however, that such acquisition of Units shall not reduce any

liability of the General Partner under this Agreement.

C. Investment Policies. Notwithstanding any provision in this

Agreement to the contrary, it is understood and agreed that:

(1) In conducting, carrying on and managing the business of the

Partnership, the General Partner shall follow the following investment

policies, which may only be changed, altered or amended in accordance with

Section 18 hereof: (i) the assets of the Partnership shall be managed with

the goal of maximizing the overall financial return to the Partnership

consistent with sound business practices, which may be in the form of

operating profits or increases of the value of the assets to enhance the

return to the Partners upon liquidation of the Partnership; (ii) the

Partnership may invest in, acquire from, sell to, loan funds to, enter into

joint ventures with, or otherwise enter into transactions with other

entities, including entities in which the General Partner or its affiliate

has an economic interest, all in connection with real estate properties in

the United States; (iii) in the event the General Partner authorizes one of

these activities in connection with a real estate project or venture in

which the General Partner or one of its affiliates has a financial

interest, the transaction between the Partnership and the General Partner

or its affiliate shall be on commercially reasonable, arms' length terms;

and (iv) any fees paid to the General Partner or any of its affiliates in

connection with any of the operations of the Partnership in addition to

those provided in Sections 9.E and 9.F, shall be on commercially

reasonable, arms' length terms for similar services.

(2) The General Partner may delegate all or any of its powers, rights

and obligations hereunder, and in furtherance of any such delegation may

appoint, employ, contract or otherwise deal with any person for the

transaction of the business of the Partnership, which persons may, under

the supervision of the General Partner, perform any acts or services for

the Partnership as the General Partner may approve.

D. Substitution of General Partner. Upon notice to all the Partners,

the General Partner may substitute in its stead as general partner any entity

which has by merger, consolidation or otherwise acquired substantially all of

its assets and assumed its obligations hereunder, provided, however, that any

such substituted general partner, if it is a corporation, shall be able to

satisfy the net worth requirements set forth below.

E. Annual Management Fee. As compensation for services to the

Partnership by the General Partner pursuant to the Agreement, the Partnership

shall pay the General Partner an annual management fee based on a fixed

percentage of 1/4 of 1% of the Partnership's invested assets. The annual

management fee may not exceed 50% of the Partnership's annual net cash flow as

defined in Section 8 hereof, subject to the payment of an annual minimum which

shall be 1/2 of 1% of the gross offering proceeds. Management fees earned but

unpaid accrue for payment in future years. The annual management fee shall be

paid subject only to the annual minimum and the 50% limitation referred to

above. Invested assets is defined as all costs of acquiring interests in

projects, including the mortgages.

F. Liquidation Fee and Brokerage Fees. Upon total or partial

liquidation of the Partnership and distribution of the proceeds, the then

General Partner will be entitled to a liquidation fee equal to the lesser of (i)

10% of the net proceeds in the Partnership from the sale of a project or (ii) 1%

of the sales price (including the mortgage), plus 3% of the net proceeds after

assumed taxes at the then maximum federal individual income and capital gains

tax rates; provided, however, no part of such fee shall accrue, or be paid

unless: (i) the Limited Partners' share of the proceeds has been distributed to

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them, (ii) the Limited Partners shall have first received an amount equal to

their invested capital attributable in the project(s) sold, and (iii) the

Limited Partners have received an amount sufficient to pay federal long-term

capital gains taxes from the sale of the project(s), if any, calculated at the

maximum rate then in effect. This fee may accrue but shall not be paid until the

Limited Partners have received distributions equal to 100% of their capital

investment.

The General Partner or an affiliate thereof may act as a broker

in connection with the sale of a Project, and if such person provides services

in the sales effort, it may receive a commission equal to the amount of a

competitive real estate commission, subject to a maximum payment to the General

Partner or affiliate of 4% of the sales price of the Project (the total real

estate commission to be paid by the Partnership to all persons in connection

with the sale of a Project shall not exceed a competitive real estate commission

for sales of similar types of property).

In addition, in the event the General Partner or an affiliate

provides services as a broker in connection with the refinancing of a Project,

it may receive a fee equal to 4% of the refinancing amount; provided, that the

total commission paid by the Partnership to all persons in connection with the

refinancing of a Project shall not exceed a competitive fee for refinancing

services in similar circumstances.

G. Compensation as Expense. All compensation due the General Partner

pursuant to this Paragraph shall be treated as an expense to the Partnership.

H. Payment to Others. The General Partner may pay compensation to any

entity selected by it to perform any of the management functions set forth

above.

I. Net Worth Covenant. The General Partner covenants with the Limited

Partners that it will maintain a net worth equal to or greater than the net

worth presently required by the Internal Revenue Service of corporations acting

as general partner of limited partnerships in order to qualify the Partnership

for the benefits of taxation as a partnership and not as an association taxable

as a corporation.

J. Other Services. General overhead and administrative expenses of the

General Partner will not be charged to the Partnership. However, the Partnership

will bear all direct costs and expenses incurred in the conduct of its business,

including without limitation, all costs and expenses for legal, audit,

accounting and other technical and professional services, reports and other

communications to investors, printing, postage, telephone and telegraph, travel,

insurance, interest, messengers, office supplies, data processing, taxes,

permits and licenses. In the event the General Partner or its affiliates perform

property management services for the Partnership, any compensation received or

paid by the Partnership for such services will be at competitive prices and on

terms no less favorable than available from non-affiliated persons rendering

comparable services. The Partnership does not have officers and directors of its

own and salaries paid by the General Partner and its affiliates to their

respective officers and directors will not be charged to the Partnership. If the

General Partner or its affiliates incur costs or acquire goods and materials for

the benefit of the Partnership such as computer time, the General Partner or its

affiliates will be reimbursed for such actual costs by the Partnership. Neither

the General Partner nor its affiliates may receive insurance brokerage fees or

write insurance policies covering the Partnership or any projects or other

investments of the Partnership.

10. The Limited Partners. No Limited Partner shall take part in the control

or management of the business of the Partnership or transact any business in the

name of the Partnership. No Limited Partner shall be subject to calls or

assessments for cash contributions nor shall any Limited Partner in his capacity

as such be bound by, or be personally liable for, any expense, liability or

obligation of the Partnership, except to the extent of his contribution to the

capital of the Partnership as adjusted and reflected in his Capital Account.

The General Partner may be removed without cause by the affirmative vote of

the holders of a majority of the Units outstanding. Expenses incurred in the

removal, or attempted removal, of the General Partner shall be deemed expenses

of the Partnership.

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11. Books, Records and Reports. The Partnership's books and records and

this Agreement and all amendments thereto shall be maintained at the principal

office of the Partnership and shall be open to the reasonable inspection and

examination of the Partners or their duly authorized representatives. Such books

and records shall be kept on a cash basis in accordance with sound accounting

principles. The General Partner will make available and mail to Limited

Partners, upon written request, a current list of the names and addresses of,

and Units owned by, all Limited Partners. Any Partner or his duly authorized

representative shall have the right to a private audit of the books and records

of the Partnership to be conducted at such Partner's expense at reasonable times

after due notice.

The General Partner will send the following reports to each person who held

a Partnership Interest during the period covered by such report:

(a) A report within 90 days after the end of each of the Partnership's

fiscal years containing all information necessary for the preparation of

the limited partners' federal income tax returns.

(b) An annual report within 180 days after the end of each of the

Partnership's fiscal years containing (1) a balance sheet as of the end of

the fiscal year, and a statement of income, partner's equity and changes in

the financial position and a cash flow statement for the year then ended,

all of which, except for the cash flow statement, shall be prepared in

accordance with generally accepted accounting principles and accompanied by

an auditor's report containing an unqualified opinion of an independent

certified public accountant or independent accountant, (2) a report of the

activities of the Partnership during the period covered by the report, and

(3) if projections have been provided to the holders of Limited Partnership

Interests, a table comparing the projections previously provided with the

actual results during the period covered by the report. Such report will

set forth distributions to limited partners for the period covered thereby,

and shall separately identify distributions from cash flow from operations

during the period, cash flow from operations during a prior period which

had been held as reserves, proceeds from disposition of property and

investments, and lease payments on net leases with builders and sellers.

12. Banking . All funds of the Partnership shall be deposited in a separate

bank account or accounts as shall be determined by the General Partner. All

withdrawals therefrom shall be made upon checks signed by the General Part