LIMITED PARTNERSHIP AGREEMENT

 LIMITED PARTNERSHIP AGREEMENT
                                       OF

                                 GPA BOND, L.P.

         This  Limited  Partnership  Agreement  (the  "Agreement"),  dated as of
December 22, 1994, is made and entered into by GLENBOROUGH REALTY CORPORATION, a
California corporation, as General Partner, and GOCO REALTY FUND I, a California
limited  partnership,  as the Limited  Partner,  and all other parties who shall
become partners of this limited partnership as hereinafter provided.

         In  consideration  of the mutual  covenants  and promises  herein,  the
parties hereby form a limited  partnership under the California  Revised Limited
Partnership Act upon the following
terms and conditions:

                                   ARTICLE I

                                  Definitions

         1.1 DEFINITIONS. When used in this Agreement, the following terms shall
have the meanings set forth below, except as otherwise specifically modified:

         "ACT" means the California Revised Limited  Partnership Act, as amended
from time to time.

         "ADDITIONAL LIMITED PARTNER" means a Person admitted to the Partnership
as an additional Limited Partner pursuant to Article 12 hereof.

         "AFFILIATE" means any Person that directly or indirectly  controls,  is
controlled by, or is under common control with the Person in question.

         "ALLOCABLE  SHARE"  of a  General  Partner  is his  or  its  percentage
interest as set forth in Section  8.2(B)  comprising an aggregate of one percent
(1%) and of the Limited  Partners  or  Assignees,  at any  particular  time,  an
aggregate of 99%. The "Allocable Share" of a Limited Partner or Assignee, at any
particular time, means the percentage which the number of Interests held by such
Limited Partner or assigned to such Assignee is of the total number of Interests
outstanding  multiplied  by 99%. If at any time,  the  aggregate  of all General
Partner Interests represents more than 1% of all Interests,  the Allocable Share
of all General  Partners  shall be the  percentage  interest  represented by the
ratio  between  all such  Interests  which are  represented  by General  Partner
Interests  and all Interests and the Allocable Share of all Limited Partners and

Assignees shall be the percentage interest  represented by the ratio between all
Interests held by Limited Partners and Assignees and all Interests.

         "ASSIGNEE"  means a Person  to whom  one or more  Interests  have  been
assigned by a Partner but who has not become a Substituted Limited Partner.

         "ASSOCIATE" means any shareholder, director, officer, employee or agent
of any General Partner and any employee or agent of the Partnership.

         "BOOK   DEPRECIATION"   means  the   depreciation,   cost  recovery  or
amortization of nondepletable  assets that would be allowable to the Partnership
for  federal  income tax  purposes if its tax basis in such assets were equal to
the Book Value of such assets.

         "BOOK  GAIN" or  "BOOK  LOSS"  means  the  gain or loss  that  would be
recognized  by the  Partnership  for federal  income tax purposes as a result of
sales or  exchanges  of its assets if its tax basis in such assets were equal to
the Book Value of such assets.

         "BOOK VALUE" means (a) as to property  contributed to the  Partnership,
its agreed value; (b) as to property acquired in any other manner,  its value as
reflected on the books of the  Partnership  as of the date it is acquired by the
Partnership;  and (c) as to property owned by the Partnership at the time of any
repurchase or issuance of Interests for money or other property, its fair market
value at that time, all adjusted for Book Depreciation.

         "CAPITAL ACCOUNT" means the account (maintained on a per Interest basis
in  the   case  of   Interestholders)   which   shall  be   credited   with  the
Interestholder's or General Partner's distributive share of (a) cash contributed
to the Partnership;  (b) the Book Value of contributed property; (c) Net Income;
(d) the amount of  Partnership  liabilities  assumed by such  Interestholder  or
General Partner or that are secured by any Partnership  Property  distributed to
such  Interestholder  or  General  Partner,  and (e)  increases  in the basis of
Partnership  Property  attributable to investment  credit  recapture;  and which
shall be debited with the  Interestholder's  or General  Partner's  distributive
share of (v) cash distributions (w) the Book Value of distributed property;  (x)
Net Loss; (y) the amount of liabilities of a  Interestholder  or General Partner
assumed  by the  Partnership  or that are  secured by any  Partnership  Property
contributed by such Interestholder or General Partner assumed by the Partnership
or  that  are  secured  by  any   Partnership   Property   contributed  by  such
Interestholder  or General Partner to the Partnership;  and (z) decreases in the
basis of the  Partnership  Property  for any credits  allowed  under the Code. A
Limited  Partner's  Capital  Account  shall  be  the  aggregate  Capital Account

attributable  to the  Interests  held by such  Limited  Partner.  In the case of
transfer by an existing Partner of a Partnership  interest,  the transferee will
succeed to the Capital Account relating to the Partnership interest transferred.
Upon the  repurchase of Interests or upon the issuance of  additional  Interests
for  money or other  property  (other  than a de  minimis  amount)  the  Capital
Accounts of each Interestholder  outstanding prior to the repurchase or issuance
and the Capital  Accounts of the General Partners shall be adjusted to reflect a
revaluation of the  Partnership  Property on the  Partnership  books to its fair
market  value  and the  Capital  Accounts  of all  Partners  shall  be  adjusted
simultaneously  to reflect such adjustment as if the Partnership  recognized Net
Income or Net Loss equal to the amount of such  adjustment.  It is  intended  by
this provision to comply with Treasury  Regulations  Section 1.704-l(b) and Code
Section 704(c).

         "CAPITAL CONTRIBUTION" means the individual total amount contributed by
each Partner to the capital of the Partnership as provided in Article 7 hereof.

         "CASH AVAILABLE FOR DISTRIBUTION" means cash held by the Partnership in
excess of (a) cash required for all expenses, liabilities and obligations of the
Partnership  (whether for expense  items,  capital  expenditures,  improvements,
retirement of indebtedness or otherwise); and (b) reserves as established in the
sole  discretion  of  the  Managing  General  Partner  for  Partnership  capital
expenditures,   improvements,   retirement  of  indebtedness,   operations,   or
contingencies, known or unknown, liquidated or unliquidated,  including, but not
limited to,  liabilities  which may be incurred in  litigation  and  liabilities
undertaken pursuant to the indemnification provisions of this Agreement.

         "CERTIFICATE OF LIMITED  PARTNERSHIP"  means the certificate of limited
partnership filed pursuant to the Act or any successor statute,  as the same may
be amended from time to time.

         "CLOSING DATE" means that date selected by the General Partners for the
contribution by Partners to the Partnership.

         "CODE"  means  the  Internal  Revenue  Code of  1986  or any  successor
statute, as amended from time to time.

         "GENERAL PARTNER" means the Person named hereinabove as general partner
in its  capacity as general  partner of the  Partnership,  and any  successor or
additional general partners.

         "GENERAL PARTNER INTERESTS" means Interests designated as such pursuant
to Sections 7.4 or 7.9.

         "GOCO" means GOCO Realty Fund I, a California limited partnership.

         "INTEREST"  means a unit of  interest  in the  Partnership  acquired or
issued pursuant to Article 7.

         "INTERESTS" means all of such units of interest.

         "INTERESTHOLDER"  means any  Person  who,  for tax  purposes,  is to be
treated as a Limited  Partner  whether  such  Person is a Limited  Partner or an
Assignee.

         "LIMITED PARTNER" means GOCO, and any successor limited partner who has
become a Substituted Limited Partner and any Additional Limited Partner.

         "LIMITED PARTNERS" means all limited partners if, at any time, there is
more than one limited partner.

         "LIMITED PARTNER INTERESTS" means Interests held or owned by any Person
or Persons as Limited Partner(s).

         "MAJORITY  INTEREST" means the Limited  Partners of record holding more
than fifty  percent  (50%) of the  Interests  held by all  Limited  Partners  of
record.

         "MANAGING GENERAL PARTNER" means the Person so designated
pursuant to Section 3.2.

         "NET INCOME" or "NET LOSS" means the  Partnership's  taxable  income or
loss  (as an  entity)  under  Code  Section  703  computed  with  the  following
adjustments:

                         (a)  Tax-exempt   income   described  in  Code  Section
         705(a)(1)(B)  shall be included and any  expenditures not deductible in
         computing taxable income shall be deductible.

                         (b) The only deduction for depreciation,  cost recovery
         or amortization shall be Book Depreciation.

                         (c) Book Gain or Book  Loss  shall be used  instead  of
         taxable gain or loss.

         "NET OPERATING CASH FLOW" means net income or loss as determined  under
generally accepted accounting principles with the following adjustments:

                         (a)  There  shall be  added  depreciation  expense  and
         amortization   expense  related  to  capitalized  loan  fees,   leasing
         commissions and debt discount;

                         (b) There  shall be  deducted  any  income or gain from
         investments in joint ventures or  partnerships  which are accounted for
         on the  equity  method and there  shall be added any  losses  from such
         partnerships or joint ventures;

                         (c)  There  shall  be  added  any  cash  received  from
         distributions  from a  partnership  or joint venture to the extent that
         the  aggregate  distributions  for such  partnership  or joint  venture
         exceeds  the  cost of the  investment  in  such  partnership  or  joint
         venture;

                         (d) There shall be added cash received from the sale of
         an interest in a  partnership  or joint venture to the extent that such
         cash  when  added  to  any  cash   distributions   received  from  such
         partnership or joint venture exceeds the cost of the investment in such
         partnership or joint venture.

         "PARTNER" means a General Partner or a Limited Partner;  and "Partners"
means the General Partners and all Limited Partners.

         "PARTNERSHIP"  means the limited  partnership created by this Agreement
and any successor partnership thereto continuing the business of the Partnership
which is a reformation or  reconstitution  of the  partnership  governed by this
Agreement.

         "PARTNERSHIP CAPITAL" means the total of all the Partners'
Capital Accounts at any given time.

         "PARTNERSHIP  PROPERTY"  means any and all property,  real or personal,
now or hereafter owned by the Partnership or an Operating Limited Partnership or
in or to which the  Partnership  or an  Operating  Limited  Partnership  has any
interest, right or claim and shall include any interest in any Operating Limited
Partnership received by the Partnership in exchange for Partnership Property.

         "PERSON"  means an  individual,  partnership  (general  or limited  and
whether domestic or foreign), joint venture, estate,  association,  corporation,
trust company, trust or other entity.

         "PRIMARY  OPERATING  LIMITED  PARTNERSHIP"  means an Operating  Limited
Partnership in which the Partnership holds a direct interest as the sole limited
partner.

         "PROJECTS"  means the real estate projects owned by the Partnership and
all Operating Limited Partnerships.

         "RECORD  DATE"  means  the  date  established  by the  Partnership  for
determining (a) the identity of Partners entitled to notice of or to vote at any
meeting of Partners or entitled to vote by ballot or give consent to Partnership
action in writing  without a meeting,  or entitled to exercise rights in respect
of any other

lawful  action of  Partners,  or (b) the  identity  of  Partners  and  Assignees
entitled to receive any report or distribution.

         "RELATED PERSON" means Glenborough Corporation,  the Limited Partner, a
General Partner;  or any partner,  officer,  director of Affiliate of any of the
foregoing.

         "REQUEST AND POWER" means a request for admission as a  Substituted  or
Additional  Limited  Partner,  an  agreement  to be bound  by the  terms of this
Agreement,  a power of attorney and the provision of such other  information  as
the Partnership shall request in such forms as are approved by the Partnership.

         "RETURN OF  CAPITAL"  means any  distribution  to the  Partners  to the
extent that such distribution  reduces the Partnership  Capital.  A distribution
reduces the  Partnership  Capital to the extent  that it exceeds  the  following
amount:  the sum of the Net  Income  of the  Partnership  since  its  formation,
reduced  by (but not below  zero) the sum of the Net  Losses of the  Partnership
since its formation and the sum of all prior distributions.

         "SECONDARY OPERATING LIMITED PARTNERSHIP" means an Operating
Limited Partnership that is not a Primary Operating Limited
Partnership.

         "SUBSTITUTED   LIMITED   PARTNER"  means  a  Person   admitted  to  the
Partnership as a limited partner pursuant to Article 12 hereof.

         "TAX CREDITS" means all credits  against  income,  franchise or similar
taxes,  including,  without  limitation,  investment  tax  credits  and  credits
allowable  to  Partners  or  Assignees  under  federal,  state or  other  taxing
statutes.

         "UNITS" means Units of interest in Glenborough  Partners,  a California
limited  partnership,  as  defined  in  the  Limited  Partnership  Agreement  of
Glenborough Partners, a California limited partnership, dated as of December 30,
1993, for so long a period of time as Glenborough Partners, a California limited
partnership, is the holder of a majority of the limited partnership interests in
the Limited Partner.  Except as otherwise defined herein,  the capitalized terms
used herein shall have the meaning  given  thereto in such  Limited  Partnership
Agreement.

         1.2 ACCOUNTING  TERMS AND  DETERMINATIONS.  All  accounting  terms used
herein shall be interpreted, and all accounting and tax determinations hereunder
shall be made, in accordance with the following:

                         (a) For financial reporting  purposes,  the Partnership
         shall adhere to generally-accepted accounting principles;

                         (b)  For  purposes  of  determining   Partner   Capital
         Accounts,  the  Partnership  shall adhere to the provisions of Treasury
         Regulations Section 1.704-l(b);

                         (c) For  purposes of  determining  Partner and Assignee
         distributable  shares of taxable income and loss, the Partnership shall
         adhere  to the  provisions  of  Code  Sections  704(b)  and (c) and the
         regulations promulgated thereunder.

                                   ARTICLE 2

                            The Limited Partnership

         2.1 FORMATION OF THE  PARTNERSHIP.  The General Partner and the Limited
Partner hereby agree to form, and by execution of this Agreement do hereby enter
into, a limited  partnership under the Act, which Act shall, except as set forth
in this Agreement, govern the rights and liabilities of the parties hereto.

         2.2 PARTNERSHIP  NAME. The name of the Partnership is "GPA Bond,  L.P."
The  Partnership  shall conduct  business  under such name or such other name or
names as the  Managing  General  Partner  may from time to time deem  necessary,
appropriate or advisable.  The Managing  General  Partner in its sole discretion
may change the name of the  Partnership  at any time and from time to time.  The
General Partners and, if necessary,  the Limited Partner, shall promptly execute
and the Managing  General  Partner shall file and record with proper  offices in
each  jurisdiction in which the Partnership  does or elects to do business,  and
publish such  certificates or other statements or instruments as are required by
the Act, fictitious or assumed name acts, or any other similar statute in effect
in such  jurisdiction,  in order to conduct  validly  the  Partnership  business
therein as a limited partnership.

         2.3 BUSINESS AND PURPOSE.  The business and purpose of the  Partnership
shall be to engage in any  lawful act or  activity  in which a  partnership  may
engage, including, without limitation, to engage generally in any and all phases
of  the  business  of  owning,  holding,  managing,   developing,   controlling,
acquiring,  purchasing,  disposing  of  or  otherwise  dealing  in or  with  any
interests or rights in any real or personal property, directly or through one or
more Operating Limited  Partnerships or other entities or arrangements.  Without
limiting the generality of the foregoing, the Partnership may perform such other
acts  incidental  and  supplementary  to the  foregoing as the Managing  General
Partner determines to be necessary, appropriate or advisable.

         2.4 PRINCIPAL OFFICE.  The office of the Partnership  within California
for  purposes  of  Section  15614(a)  of the Act shall be at 400 South El Camino
Real, Eleventh Floor, San Mateo,  California 94402. The Managing General Partner
may  change  such  office  and  establish  other  places  of  business  for  the
Partnership  (within or without the State of California) as it may, from time to
time,  deem  necessary  or  appropriate;  provided,  however,  that the Managing
General  Partner shall give the Partners and Assignees  notice in writing of any
change of address of the office of the Partnership and, in connection therewith,
shall amend the  Certificate of Limited  Partnership in accordance with the Act.
The Managing General Partner may select one or more Persons in California to act
as agent for service of process on behalf of the Partnership, including, without
limitation, a General Partner or a Related Person.

         2.5 TERM. The Partnership shall commence on the date the Certificate of
Limited  Partnership  is  filed  in the  office  of the  Secretary  of  State of
California in accordance with the provisions of the Act and shall continue until
January 31, 2037,  unless  extended by amendment of this Agreement or unless the
Partnership is dissolved prior to that date pursuant to Article 14.

         2.6  EXECUTION  OF  DOCUMENTS.  The  Managing  General  Partner (or, if
required, all the General Partners) shall execute, acknowledge,  file, record or
deliver  all  Certificates  of  Limited   Partnership,   amended   certificates,
instruments or other documents and counterparts thereof and make all filings and
recordings  and perform all other acts as shall be  necessary to comply with the
laws of the State of California for the formation of the Partnership, thereafter
for the continued good standing of the Partnership,  and, when appropriate,  for
the  termination  of the  Partnership.  The  Managing  General  Partner  (or, if
required,  all the  General  Partners)  shall also  execute  such  certificates,
amended  certificates  and other  documents  conforming  hereto and perform such
recording,  publishing  and other acts as may be  appropriate to comply with the
requirements  of  law  for  the  formation,  reformation,  qualification  and/or
operation of a limited  partnership in all  jurisdictions  where the Partnership
may wish to do business,  if deemed  necessary by the Managing  General Partner.
Such certificates,  instruments, documents and counterparts may be signed by the
Managing  General Partner on behalf of any or all of the Limited Partners acting
pursuant to the powers of attorney from the Limited Partners.

                                   ARTICLE 3

                              The General Partner

         3.1 GENERAL.  The General  Partner shall devote such time and attention
to the business of the  Partnership as may be reasonably  necessary to carry out
their duties hereunder in the conduct of such business,  but any General Partner
and its partners, shareholders,  officers, directors, employees and agents shall
have the right to be otherwise  employed by an entity or entities other than the
Partnership,  including, without limitation, Affiliates of the Partnership, on a
part-time or full-time basis.  Nothing  contained herein shall prevent a General
Partner or any partner,  shareholder,  officer, director, employee or agent of a
General Partner from becoming an Assignee or a Substituted or Additional Limited
Partner, whereupon such Person shall be entitled to all rights, shall be subject
to all  obligations  and shall be deemed,  as to such  Units,  an  Assignee or a
Limited Partner, as applicable.

         3.2 MANAGEMENT  POWER.  The Managing  General  Partner shall have full,
exclusive and 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,  shall act as tax matters partner for
the  Partnership  and may take such actions as it deems necessary or appropriate
to accomplish  the purposes of the  Partnership  as set forth herein.  As long a
Glenborough  Realty  Corporation  is the  General  Partner or one of the General
Partners,  the Managing General Partner shall be Glenborough  Realty Corporation
and any  successor to the Managing  General  Partner  which becomes the Managing
General  Partner  of the  Partnership  pursuant  to  Article  13.  Except as may
otherwise  be set forth in this  Agreement,  no General  Partner  other than the
Managing General Partner,  shall have any authority,  right or power to bind the
Partnership  or to manage or control  the  business  of the  Partnership  in any
manner whatsoever.

         3.3 POWERS OF THE MANAGING GENERAL  PARTNER.  Subject to the provisions
of  Article 6  vesting  certain  approval  rights in the  Limited  Partners,  in
connection with such management and control,  the Managing General Partner shall
have the power and  authority to do or cause to be done any and all acts, at the
expense  of the  Partnership,  deemed  by the  Managing  General  Partner  to be
necessary or appropriate to carry out the purposes of the Partnership. The power
and authority of the Managing  General  Partner shall be liberally  construed to
encompass all acts and activities in which a partnership  may engage.  The power
and authority of the Managing General Partner shall include, without limitation,
the power and authority:

                         (A) To acquire,  own, lease,  sublease,  manage,  hold,
         deal in,  control  or  dispose  of any  interests  or rights in real or
         personal property,  including,  without limitation, the powers to sell,
         exchange,  mortgage, pledge, convey in trust, enter into joint ventures
         or partnerships  respecting or otherwise hypothecate all or any portion
         of the Partnership Property;

                         (B) To create,  by grant or  otherwise,  easements  and
         servitudes;

                         (C)  To  alter,  improve,  repair,  raze,  replace  and
         rebuild Partnership Property;

                         (D)  To let  or  lease  Partnership  Property  for  any
         period, and for any purpose;

                         (E) To apply proceeds of any sale, exchange,  mortgage,
         pledge or other  disposition  of  Partnership  Property  to  payment of
         liabilities  of  the  Partnership  and  to  pay,  collect,  compromise,
         arbitrate or otherwise adjust any and all other claims or demands of or
         against the  Partnership,  or to hold such proceeds against the payment
         of contingent liabilities, known or unknown;

                         (F) To  maintain or cause to be  maintained  records of
         all  rights  and   interests   acquired  for  or  disposed  of  by  the
         Partnership,  all correspondence  relating to the Partnership  business
         and the  original  records  (or  copies on such  media as the  Managing
         General Partner deems  appropriate) of all statements,  bills and other
         instruments furnished the Partnership in connection with its business;

                         (G) To maintain  records and accounts of all operations
         and   expenditures,   make  all  filings  and  reports  required  under
         applicable rules and regulations of any governmental department, bureau
         or agency, any securities  exchange and any automated  quotation system
         of a registered  securities  association,  and furnish the Partners and
         Assignees  with all  necessary  United States  federal,  state or local
         income tax reporting  information or such  information  with respect to
         any other jurisdiction;

                         (H) To purchase and maintain,  in its discretion and at
         the  expense of the  Partnership,  liability,  indemnity  and any other
         insurance,  including  errors and  omissions  insurance,  sufficient to
         protect the Partnership, the General Partners and any other Person from
         those  liabilities  and  hazards  which may be  insured  against in the
         conduct or management of the Partnership's business;

                         (I) To make, execute,  assign,  acknowledge and file on
         behalf of the Partnership,  any and all documents or instruments of any
         kind  which  the  Managing  General  Partner  may deem  appropriate  in
         carrying out the purposes and business of the  Partnership,  including,
         without limitation,  powers of attorney, agreements of indemnification,
         sales contracts, deeds, options, loan obligations,  mortgages, deeds of
         trust,  notes,  documents or instruments of any kind or character,  and
         amendments  thereto.  Any person,  firm or corporation dealing with the
         Managing  General Partner shall not be required to determine or inquire
         into the  authority and power of the Managing  General  Partner to bind
         the  Partnership  and to execute,  acknowledge  and deliver any and all
         documents in connection therewith;

                         (J)  To  borrow  money  or to  obtain  credit  in  such
         amounts,  on  such  terms  and  conditions,  and at such  rates  as the
         Managing General Partner deems  appropriate,  from banks, other lending
         institutions   and  any  other  Person,   including  the  Partners  and
         Assignees, for any Partnership purpose, including,  without limitation,
         any loan  incurred for the purpose of making one or more  distributions
         to any or all Partners and Assignees, including any distributions which
         are, in whole or in part, a Return of Capital;  and in connection  with
         such  loans to  mortgage,  pledge,  assign  or  otherwise  encumber  or
         alienate  any  or  all  Partnership  Property,   including  any  income
         therefrom,  to secure or provide  repayment  thereof.  As  between  the
         Partnership and any lender, it shall be conclusively  presumed that the
         proceeds  of such  loans  are to be and will be used  for the  purposes
         authorized  herein and that the Managing  General  Partner has the full
         power and authority to borrow such money and to obtain such credit;

                         (K)  To  assume  obligations,   enter  into  contracts,
         including contracts of guaranty or suretyship, incur liabilities,  lend
         money and otherwise use the Partnership's  credit and secure any of the
         Partnership's obligations, contracts or liabilities by mortgage, pledge
         or other encumbrance of all or any part of its property, franchises and
         income;

                         (L) To  invest  Partnership  funds  in debt  or  equity
         securities or other  obligations of other issuers,  including,  but not
         limited to,  securities  or other  obligations  of other  partnerships;
         provided,  however,  that the Managing General Partner shall not invest
         Partnership  funds  in  such a  manner  that  the  Partnership  will be
         considered to be holding  itself out as being engaged  primarily in the
         business of  investing,  reinvesting  or trading in  securities or will
         otherwise be deemed to be an investment  company  under the  Investment
         Company Act of 1940, as amended;

                         (M) To make any  election on behalf of the  Partnership
         as is or may be permitted under the Code or under the taxing statute or
         rule  of any  state,  local,  foreign  or  other  jurisdiction,  and to
         supervise the preparation and filing of all tax and information returns
         which the Partnership may be required to file;

                         (N)  To  maintain  the  buildings,   appurtenances  and
         grounds of the  Partnership  Property  in  accordance  with  acceptable
         standards,  including  within  such  maintenance,   without  limitation
         thereof,  interior and  exterior  cleaning,  painting  and  decorating,
         plumbing,  carpentry and such other normal  maintenance and repair work
         as may be appropriate;

                         (O) To collect all rents and other charges from lessees
         of  Partnership  Property and  concessionaires,  and  otherwise due the
         Partnership,  with respect to the Partnership Property. The Partnership
         authorizes the Managing  General Partner to request,  demand,  collect,
         receive  and  receipt  for all such  rents  and  other  charges  and to
         institute  legal  proceedings  in the name of the  Partnership  for the
         collection  thereof  and  for  the  dispossession  of any  Person  from
         Partnership  Property and such expense may include the costs of counsel
         for any such matter;

                         (P) To cause to be disbursed (1) the  aggregate  amount
         required to be paid pursuant to any  indebtedness  of the  Partnership,
         including therein amounts due under any mortgages or deeds of trust for
         interest,  amortization  of principal and for  allocation to reserve or
         escrow funds;  (2) the amount of rent payable by the terms of any lease
         under which the  Partnership  holds the  Partnership  Property,  or any
         portion  thereof,  promptly when due; (3) the amount of all real estate
         taxes and other impositions levied by appropriate authorities;  and (4)
         amounts  otherwise  due and  payable  as  expenses  of the  Partnership
         authorized to be incurred under the terms of this Agreement;

                         (Q) To employ and engage  suitable  agents,  employees,
         advisers, consultants and counsel (including any custodian,  investment
         adviser,  accountant,  attorney,  corporate  fiduciary,  bank or  other
         reputable  financial  institution,  or any other  agents,  employees or
         Persons  which  may serve in such  capacity  for the  Managing  General
         Partner or any Related  Person) to carry out any  activities  which the
         Managing  General  Partner is  authorized  or  required to carry out or
         conduct under this Agreement,  including,  without limitation, a Person
         which  may  be  engaged  to  undertake  some  or  all  of  the  general
         management,  property  management,   financial  accounting  and  record
         keeping,  construction  supervision  and other  duties of the  Managing
         General

         Partner, to indemnify such Persons against liabilities incurred by them
         in acting in such  capacities on behalf of the  Partnership and to rely
         on the advice given by such  Persons,  it being  agreed and  understood
         that the Managing General Partner shall not be responsible for the acts
         and  omissions of any such Persons and shall assume no  obligations  in
         connection  therewith  other than the obligation to use due care in the
         selection thereof;

                         (R) To enter into an agreement or agreements  with real
         estate  brokers or agents,  investment  banking  firms,  appraisers  or
         others  providing for the engagement of such Persons on an exclusive or
         nonexclusive  basis to  advise  or  represent  the  Partnership  in the
         valuation,  sale, lease or other dealings in the Partnership  Property,
         it being  understood  that the Managing  General  Partner  shall not be
         responsible  for the acts and  omissions  of any such Persons and shall
         assume no obligations in connection therewith other than the obligation
         to use due care in the selection thereof;

                         (S) To hold Partnership  Property in the name of one or
         more   nominees,   with  or  without   disclosure   of  the   fiduciary
         relationship;

                         (T) To keep  proprietary  or trade  secret  information
         confidential,  and if deemed necessary by the Managing General Partner,
         to keep such information  confidential  from the Limited Partners for a
         reasonable period of time;

                         (U) To pay, extend,  renew, modify,  adjust,  submit to
         arbitration,  prosecute, defend or compromise upon such terms as it may
         determine  and  upon  such  evidence  as it may  deem  sufficient,  any
         obligation,  suit, liability cause of action or claim, including taxes,
         either in favor of or against the Partnership;

                         (V) To  prosecute,  protect  and  defend or cause to be
         protected  and  defended  all  patents,  patent  rights,  trade  names,
         trademarks,  service marks and other marks, and all  applications  with
         respect thereto which may be held by the  Partnership,  and to take all
         reasonable  and  necessary  actions to protect  the  secrecy of and the
         proprietary  rights  with  respect  to  any  secret  know-how,   secret
         processes or other proprietary information, and to prosecute and defend
         all rights of the Partnership in connection therewith;

                         (W) To  register,  qualify  or  list,  or  cause  to be
         registered,  qualified,  listed or  reported,  this  Agreement or Units
         hereunder  pursuant to the  Securities  Act of 1933,  as  amended,  the
         Securities Exchange Act of 1934, as amended,

         any other securities laws of the United States,  the securities laws of
         any state of the United States, the laws of any other jurisdiction,  or
         with any  securities  exchange or pursuant  to an  automated  quotation
         system of a registered  securities  association as the Managing General
         Partner deems appropriate;

                         (X) To issue, purchase,  repurchase,  redeem,  receive,
         take or otherwise acquire,  own, hold, sell, lend, exchange,  trade in,
         grant calls or options or warrants, grant appreciation rights, transfer
         or otherwise  dispose of,  pledge,  use and otherwise  deal in and with
         shares, bonds,  debentures and other securities,  whether issued by the
         Partnership or issued by any other Person, whether on an exchange, over
         the counter,  in private  transactions  or in other  transactions,  and
         whether for the  Partnership or for any plan maintained or sponsored by
         the Partnership, including securities of the Partnership of a different
         class or series than the Interests,  whether debt or equity, redeemable
         or  nonredeemable,   convertible  or   nonconvertible,   and  including
         securities with different rights, preferences,  privileges, allocations
         and tax consequences;

                         (Y) To  qualify  to do  business  in any  other  state,
         territory, dependency or foreign country;

                         (Z) To make donations,  regardless of specific  benefit
         to the  Partnership,  for the public welfare,  to community or hospital
         funds, or for charitable, educational,  scientific, civic, political or
         similar purposes;

                         (AA) To pay pensions, and to establish,  participate in
         and maintain as plan sponsor or  otherwise,  pension,  profit  sharing,
         bonus,  purchase,   option,   savings,  thrift  and  other  retirement,
         incentive and benefit  plans,  trusts and  provisions for any or all of
         the  employees  of  the  Partnership,  and  any  partner,  shareholder,
         director,  officer,  employee  or agent  of a  General  Partner  or any
         Affiliate, including plans, trusts and provisions which may provide for
         the  ownership,  acquisition,  holding,  or disposition of Units or any
         other securities of the Partnership;  and to indemnify and purchase and
         maintain  insurance  on behalf of, any  fiduciary  of such  retirement,
         incentive and benefit  plans,  trusts or other  provisions,  including,
         without limitation, health insurance, medical and dental reimbursement,
         life  insurance,  accident  insurance,  disability  insurance and other
         plans, trusts or provisions;

                         (BB) To put  into  effect  and  carry  out any  plan of
         reorganization  or  arrangement  and the  orders  of the court or judge
         entered in a proceeding for  reorganization  or  arrangement  under any
         applicable statute of the United

         States or of any state, local or other  jurisdiction,  and to undertake
         any  proceeding and perform any act provided in the plan or directed by
         such orders,  without  further action by any Partner or Assignee.  Such
         power and authority may be exercised and such  proceedings and acts may
         be  undertaken,  as may be directed by such  orders,  by the trustee or
         trustees  of  the  Partnership   appointed  in  the  reorganization  or
         arrangement proceeding (or a majority thereof), or if none is appointed
         and  acting,  by the  Managing  General  Partner  or a master  or other
         representative  appointed by the court or judge, with like effect as if
         exercised and taken by unanimous action of the Partners and Assignees;

                         (CC) To  distribute  money or  Partnership  Property to
         Partners and Assignees in accordance with this Agreement  regardless of
         the source of such money or Partnership  Property,  including,  without
         limitation,  money  borrowed  by the  Partnership  or by  the  Managing
         General Partner on behalf of the Partnership;

                         (DD) To possess and exercise any additional  powers and
         rights of general partners in a limited partnership, including, without
         limitation,  those granted under the Act and any other applicable laws,
         to the extent not inconsistent with this Agreement;

                         (EE)  To  take  any  and  all   action,   conduct   all
         proceedings  and  execute  all rights  and  privileges,  contracts  and
         agreements of any kind whatsoever,  although not specifically mentioned
         in this Agreement, that the Managing General Partner may deem necessary
         or appropriate  to conduct the business of the  Partnership or to carry
         out the purposes of the  Partnership.  The  expression  of any power or
         authority of the Managing  General  Partner in this Agreement shall not
         limit or exclude any other power or authority which is not specifically
         or expressly set forth in this Agreement.

         3.4 LIABILITY OF GENERAL  PARTNER.  The General Partner shall be liable
to the Partnership and the Limited  Partners and Assignees for gross  negligence
or gross  misconduct but neither the General Partners nor their Associates shall
be liable to either the  Partnership  or the  Limited  Partner or to Persons who
have acquired interests in the Interests, whether as Assignees or otherwise, for
errors in judgment or for any acts or omissions that do not  constitute  willful
misconduct.  If this  Section 3.4 shall,  for any reason and to any  extent,  be
invalid  or  unenforceable,  it is  intended  that  this  Section  3.4  shall be
construed to exculpate the General  Partners and their Associates to the fullest
extent permitted by law.

         3.5 SIMILAR  ACTIVITIES OF GENERAL  PARTNERS.  The General Partners and
their  respective  Associates may,  directly or indirectly  (including,  without
limitation,  through a  Related  Person  or other  entity  in which the  General
Partner or any such Related Person holds an ownership  interest),  engage in any
and all aspects of the  business of owning,  holding,  developing,  controlling,
acquiring,  purchasing,  managing, disposing of and otherwise dealing with real,
personal or mixed property; act as a partner (limited or general),  shareholder,
director,  officer, employee or agent of any entity (including GOCO, Glenborough
Partners and Glenborough  Corporation)  engaging in such business or activities;
or  engage  in  any  other  businesses  and  activities,  whether  the  same  be
competitive with the Partnership,  any Operating Limited Partnership (as defined
in the Limited  Partnership  Agreement  of  Glenborough  Partners),  Glenborough
Partners,  the Limited  Partner or otherwise,  for their own account and for the
account of others,  without  having or  incurring  any  obligation  to offer any
interest in such properties,  businesses or activities to the Partnership or any
Partner or Assignee and nothing herein  contained shall be deemed to prevent any
General  Partner or any such Related Person from  conducting such other business
and activities.  Neither the  Partnership,  nor any of the Partners or Assignees
shall have any rights by virtue of this  Agreement in any  independent  business
ventures of a General Partner or any such Related Person.  However,  all records
kept and maintained by the Managing General Partner for the Partnership pursuant
to this Agreement shall be maintained separately from those for other operations
of the  General  Partners,  including  other  partnerships  for  which a General
Partner is a general partner.

         3.6             INDEMNIFICATION OF GENERAL PARTNERS.

         (A) The  General  Partners  and  each of  their  respective  Associates
(individually an "Indemnitee") shall, to the fullest extent permitted by law, be
indemnified  and held harmless by the  Partnership  from and against all losses,
claims, damages,  liabilities (joint and several), expenses (including,  without
limitation,  attorneys'  fees and expenses,  and any expenses of  establishing a
right to indemnification under this Section 3.6), judgments,  fines, settlements
and  other  amounts  (collectively  "Liability")  arising  from or  incurred  in
connection with any claim, demand,  action, suit or proceeding  (including,  but
not limited to, claims, demands,  actions, suits and proceedings by, in the name
of or on behalf of, the Partnership), whether civil, criminal, administrative or
investigative  and  whether  threatened,   pending  or  completed  (collectively
"Proceeding")  in which the  Indemnitee  may be involved,  or  threatened  to be
involved,  as a party or otherwise by reason of: (i) its status at any time as a
General  Partner or Associate of a General  Partner;  (ii) its management of the
Partnership;  and/or (iii) any act performed or omitted to be performed by it at
any time in connection with the

business,  property or affairs of the Partnership whether or not such Indemnitee
continues to be a General  Partner or an  Associate of a General  Partner at the
time such  Liability is paid or  incurred,  if: (a) such  Liability  was not the
result  of gross  negligence  or gross  misconduct  by the  Indemnitee,  and the
Indemnitee  determined,  in good faith,  that the course of conduct which caused
the Liability was in the best  interests of the  Partnership;  or (b) a court of
competent  jurisdiction  determines upon application that, despite the fact that
the  requirements  of  clause  (a)  are  not  satisfied,  in  view  of  all  the
circumstances,   the   Indemnitee   is  fairly  and   reasonably   entitled   to
indemnification for such Liabilities as such court may deem proper.

         (B) The  termination  of a Proceeding by judgment,  order,  settlement,
conviction or upon a plea of nolo contendere,  or its equivalent,  shall not, of
itself, create a presumption that the Indemnitee did not determine in good faith
that the course of conduct which caused the Liability was in the best  interests
of the Partnership.

         (C) Any  Liability for which the  Partnership  and the  Indemnitee  are
jointly  liable shall,  if the Indemnitee is entitled to  indemnification  under
this  Section 3.6, be satisfied  first from the assets of the  Partnership.  The
indemnification  provided by this  Section 3.6 shall be  recoverable  out of the
assets of the Partnership,  including any insurance  proceeds,  and shall not be
recoverable out of any other assets of the Limited Partners.

         (D)  Expenses  (including  attorneys'  fees and  expenses)  incurred in
defending  any  Proceeding  shall be paid by the  Partnership  in advance of the
final  disposition  of such  Proceeding  upon receipt of an undertaking by or on
behalf  of the  Indemnitee  to  repay  such  amount  if it shall  ultimately  be
determined  by a court of  competent  jurisdiction  that the  Indemnitee  is not
entitled to indemnification as authorized by this Section 3.6.

         (E) The  indemnification  provided  by this  Section  3.6  shall  be in
addition to any other rights to which an  Indemnitee  may be entitled  under any
agreement,  vote of the  Partners,  as a matter of law or  otherwise  both as to
action in the  Indemnitee's  capacity  as a General  Partner or  Associate  of a
General  Partner  and to action in another  capacity,  shall  continue  as to an
Indemnitee  who has  ceased to serve in such  capacity  and  shall  inure to the
benefit of the heirs, successors, assigns and administrators of the Indemnitee.

         (F) The  Partnership  shall,  to the  extent  commercially  reasonable,
purchase and  maintain  insurance  on behalf of the  Indemnitees  and such other
Persons as the Managing  General Partner shall  determine  against any Liability
which may be asserted  against or expense  which may be incurred by such persons
in connection with Partnership  activities (including,  without limitation,  any
Proceeding)  whether or not the  Partnership  would have the power to  indemnify
such persons against such Liability under the provisions of this Agreement.

         (G) For purposes of this Section 3.6, the  Partnership  shall be deemed
to have  requested an  Indemnitee  to serve as fiduciary of an employee  benefit
plan whenever the  performance by an Indemnitee of its duties to the Partnership
also imposes duties on, or otherwise involves services by, an Indemnitee to such
plan or participants or beneficiaries of such plan.  Excise taxes assessed on an
Indemnitee  with respect to an employee  benefit plan pursuant to applicable law
shall be deemed a Liability  and action taken or omitted by an  Indemnitee  with
respect  to an  employee  benefit  plan in the  performance  of its duties for a
purpose  reasonably  believed by an  Indemnitee  to be in the  interests  of the
participants and  beneficiaries of such plan shall be deemed to be for a purpose
which is in the best interests of the Partnership. Any payments to an Indemnitee
shall be  solely  from  assets  of the  Partnership  and  shall not be paid from
employee benefit plan assets.

         (H) An Indemnitee  shall not be denied  indemnification  in whole or in
part under this  Section  3.6  because  the  Indemnitee  had an  interest in the
transaction with respect to which the indemnification applies.

         (I) Notwithstanding the foregoing,  an Indemnitee shall not be entitled
to  indemnification  hereunder for any Liability imposed in a Proceeding arising
from or out of a violation of state or federal  securities  laws associated with
the offer and sale of Units. Indemnification will be allowed for settlements and
related  expenses of Proceedings  alleging  securities law  violations,  and for
expenses incurred in successfully  defending such Proceedings,  providing that a
court either (i) approves the settlement and finds that  indemnification  of the
settlement and related costs should be made; or (ii) approves indemnification of
litigation costs if a successful defense is made.

         (J) If any provision of this Section 3.6, or the  application  thereof,
shall,  for any reason and to any  extent,  be  invalid  or  unenforceable,  the
remainder of this Section 3.6 and the application  thereof shall not be affected
thereby,  it being the intent of this Section 3.6 to indemnify and hold harmless
the Indemnitees to the fullest extent permitted by applicable law.

         3.7             OTHER MATTERS CONCERNING GENERAL PARTNERS.

         (A) Each of the General  Partners  may rely and shall be  protected  in
acting or refraining  from acting upon any resolution,  certificate,  statement,
instrument,  opinion, report, notice, request,  consent, order, bond, debenture,
or other paper or document  believed by it to be genuine and to have been signed
or presented by the proper party or parties.

         (B) Each of the General  Partners may consult with and employ  counsel,
accountants,  appraisers,  management consultants,  investment bankers and other
consultants,  advisers and Persons selected by it (who may serve as such for and
be employed by the Partnership or any Related  Person),  and any opinion of such
Person as to  matters  which the  General  Partner  believes  to be within  that
Person's   professional  or  expert   competence  shall  be  full  and  complete
authorization  and  protection  with respect to any action taken,  suffered,  or
omitted by the General  Partner  hereunder in good faith and in accordance  with
such opinion.

         (C)  Each  of the  General  Partners  may  execute  any  of the  powers
hereunder  or perform  any duties  hereunder  either  directly  or by or through
agents, including, without limitation, any Related Person, and a General Partner
shall not be responsible for any misconduct,  negligence,  or willful act on the
part of any agent appointed with due care by any General Partner.

         (D) Any and all fees commissions,  compensation and other consideration
received  by a General  Partner or a partner,  shareholder,  director,  officer,
agent  or  employee  of a  General  Partner  permitted  hereunder  shall  be the
exclusive  property of the  recipient,  in which the  Partnership  shall have no
right or  claim,  and the  participation  by any such  Person  in any  agreement
permitted  hereunder  shall not  constitute  a breach by such Person of any duty
that it may owe the Partnership or the Limited  Partners or Assignees under this
Agreement or by operation of law.

         3.8             AGREEMENTS WITH A GENERAL PARTNER OR A RELATED PERSON.

         (A) In addition to agreements,  arrangements and transactions  provided
for in or  contemplated  by this  Agreement,  a General  Partner and any Related
Person  may,  directly  or  indirectly,  deal with the  Partnership,  including,
without limitation,  making loans to (but not borrowing from) the Partnership in
connection with carrying out the business of the Partnership or otherwise, as an
independent  contractor  or as an agent for others,  and may  receive  from such
others or the Partnership,  profits, compensation,  commissions or other amounts
which the  Managing  General  Partner in good faith  believes  to be  reasonable
without having to account to the Partnership therefor,

if  the  material  facts  as to  the  agreement  or  transaction  and  as to the
relationship  or interest of the General Partner or Related Person are disclosed
or  known  to  the  partner  of  Glenborough  Partners  and  such  agreement  or
transaction is  specifically  authorized,  approved or ratified by a majority of
the Units held by the limited partners of Glenborough Partners.  Compliance with
the provisions of this Section 3.8 (A) shall be a complete  defense to any claim
of invalidity or for damages or other relief with respect to any such  agreement
or transaction.

         (B) The  satisfaction  of the following  condition  shall be a complete
defense to any claim of  invalidity  or for damages or other relief with respect
to any agreement or  transaction  between a General  Partner or a Related Person
and  another  Person  based upon the  assertion  of a breach of duty owed to the
Partnership  by a General  Partner  or a Related  Person in  entering  into such
agreement or transaction:  the material facts as to the agreement or transaction
and as to the  relationship or interest of the General Partner or Related Person
are disclosed or known to the partner of Glenborough Partners and such agreement
or transaction is specifically authorized, approved or ratified by a majority of
the Units held by the limited partners of Glenborough Partners.

         3.9 CONVEYANCES. The Managing General Partner has the express authority
to convey  title to any  Partnership  Property by a  conveyance  executed by the
Managing General Partner alone on behalf of the Partnership.

                                   ARTICLE 4

                        Compensation of General Partners

         4.1 COMPENSATION OF MANAGING  GENERAL PARTNER.  In consideration of the
services  rendered by the Managing  General Partner in managing the business and
affairs of the  Partnership,  the  Partnership  shall pay the  Managing  General
Partner fees  consisting  of the amounts  described in Sections 4.2 through 4.7,
inclusive.  The  Managing  General  Partner  may  divide,  allocate  or pay  the
compensation  it receives  under this  Agreement  among its Associates and other
Persons,  or  may  assign  to  or  subcontract  with  other  Persons  (including
Glenborough  Corporation) any of its management  duties hereunder  together with
some or all of such compensation,  as it determines in its sole discretion.  All
compensation  paid the Managing  General  Partner shall be paid in United States
dollars.

         4.2 PROPERTY  MANAGEMENT  FEE. The Managing  General  Partner  shall be
entitled to a fee (the "Property Management Fee") determined as follows:

         (A) With regard to any Partnership Property leased to multiple tenants,
including  apartments  and  condominiums  (except as provided in subsection  (C)
hereof),  a sum  equal  to five  percent  (5%)  of the  monthly  Gross  Receipts
collected by the Partnership. For purposes of this Section 4.2, "Gross Receipts"
shall mean all rentals and other  charges due the  Partnership  from  tenants of
Partnership Property,  including, without limitation,  expense passthrough items
such as real property taxes and insurance, and rentals or fees paid for parking.

         (B) With regard to any non-residential Partnership Property leased to a
single  tenant,  a sum equal to three percent (3%) of the monthly Gross Receipts
collected by the Partnership.

         (C) With regard to any Partnership Property consisting of single-family
residences  or scattered  condominiums,  a sum equal to ten percent (10%) of the
monthly Gross Receipts collected by the Partnership.

         (D) The Property Management Fee shall be computed as of the end of each
calendar  month with  respect to the gross  receipts  of such month and shall be
paid to the Managing General Partner as soon as practicable thereafter.

         4.3 INCENTIVE FEE. The Managing  General Partner shall be entitled to a
fee (the "Incentive Fee") determined as follows:

         (A) An amount equal to one-half of one percent  (.5%) of the sum of the
monthly  weighted  average of the fair market value ("Fair Market Value") of the
real  property (as real  property is  determined  under  California  law) of the
Partnership and the Book Value of all other  Partnership  Property as determined
in accordance with this Section.

         (B) The Fair Market Value of the  Partnership's  real property shall be
determined  in accordance  with the following and the  provisions of Section 4.3
(D).

                         (1)  For the  year  1994,  with  respect  to that  real
         property  acquired by the  Partnership,  it shall be the purchase price
         thereof ("Original Value").

                         (2)  For the  year  1995,  with  respect  to that  real
         property  acquired by purchase  during  1994,  it shall be the Original
         Value thereof,  as increased by the CPI  Adjustment,  as defined herein
         ("Adjusted Original Value").

                         (3) For 1996 and each even-numbered year thereafter, it
         shall be the appraised  value of such real  property,  as of the end of
         each such year,  as  determined by  independent  appraisals  ("Biennial
         Appraised Value").

                         (4) For 1997 and each odd-numbered year thereafter,  it
         shall be the most recent  Biennial  Appraised  Value as adjusted by the
         CPI Adjustment ("Adjusted Biennial Appraised Value").

                         (5) Where in any year, the  Partnership  should acquire
         additional  real  property,  the aggregate  prices paid therefor by the
         Partnership shall,  subject to the provisions of subsection (E) hereof,
         be added to the  Original  Value,  Adjusted  Original  Value,  Biennial
         Appraised Value or Adjusted Biennial  Appraised Value for such year, as
         appropriate,  the sum of the two  being  hereafter  referred  to as the
         "Base Value".

         (C) The CPI  Adjustment  shall be the  adjustment  described in Section
4.3(D) and shall be  determined  by utilizing  the Consumer  Price Index for All
Urban  Consumers  of All Items for the  United  States  (base year 1982 - 1984 =
100),  published  by the  United  States  Department  of Labor,  Bureau of Labor
Statistics  ("CPI Index").  For those years in which the CPI Adjustment is to be
made,  the beginning  index  ("Beginning  Index") shall be the CPI Index for the
month of December of the prior year and the extension index ("Extension  Index")
shall be the CPI Index for the month of December of that year.

         (D) If the Extension Index has increased over the Beginning  Index, the
Fair Market Value shall be determined by multiplying  the Base Value of the real
estate for such year by a  fraction,  the  numerator  of which is the  Extension
Index, and the denominator of which is the Beginning Index. In no case shall the
Fair Market  Value of real  property for an  odd-numbered  year be less than the
Base Value  thereof for that year.  If the CPI Index is changed so that the base
year  differs  from that used for the  Beginning  Index,  the CPI Index shall be
converted  in  accordance  with the  conversion  factor  published by the United
States  Department  of Labor,  Bureau of Labor  Statistics.  If the CPI Index is
discontinued or revised,  such other  government index or computation with which
it is replaced shall be used in order to obtain substantially the same result as
would be obtained if the CPI Index had not been discontinued or revised.

         (E) The Fair Market Value of the Partnership real property and the Book
Value of all  other  Partnership  Property  shall  be  determined  on a  monthly
weighted  average  basis to reflect the period of ownership of such  Partnership
Property for such year. The monthly weighted average for the first and last year
of the Partnership shall be based on a denominator equal to the number of months
of existence of the Partnership in such year.

         (F) The Incentive Fee shall be paid to the Managing  General Partner on
a monthly basis by taking one-twelfth (1/12th)

of the  Incentive  Fee based on the most recent Fair Market Value  determination
hereunder;  except that at the end of each year, the Incentive Fee for that year
shall be recomputed as herein  provided,  and the Managing General Partner shall
thereupon be entitled to the balance of the Incentive  Fee. Any  overpayment  of
the  Incentive  Fee shall be  deducted  from the next  monthly  payments  of the
Incentive Fee to fall due for the following year.

         (G) The  Incentive  Fee shall be paid to the Managing  General  Partner
only to the extent that the combined Net Operating Cash Flow of the Partnership,
the Limited Partner,  and all other partnerships  included within the definition
of an Operating  Limited  Partnership  as that term is defined in Section 1.1 of
the Limited  Partnership  Agreement  of  Glenborough  Partners  during such year
exceeds an amount equal to one dollar and fifty cents ($1.50)  multiplied by the
monthly weighted average number of the outstanding limited partnership Units. To
the extent the Incentive Fee cannot be paid for any year it shall lapse.

         4.4             TRANSACTION FEE.

         (A) The Managing  General  Partner  shall be entitled to a fee upon the
sale,  exchange  or purchase of any  property  of the  Partnership  equal to two
percent (2%) of the sale proceeds or the purchase price (the "Transaction Fee");
provided, however, that no Transaction Fee shall be payable on such transactions
with Affiliates or for sales in which the Managing General Partner  participates
in real  estate  commissions  as set  forth in  Section  4.12  hereof.  The sale
proceeds  or the  purchase  price  of the  property  shall  be the  total of all
consideration  received or paid, as the case may be, including,  but not limited
tot all cash,  the principal  amount of any note or promise to pay, and the fair
market value of any other property paid or  transferred  in connection  with the
sale or purchase.  For purposes of this Section 4.4, an exchange shall be deemed
one  transaction.  The  principal  amount of a note or promise to pay bearing no
interest or interest at other than market rates shall be adjusted as provided in
Section  4.4(B) in computing the sale proceeds or the purchase  price to reflect
market interest  rates. In addition,  the entry into a lease of real property or
improvements  to real property  (other than a lease of office space required for
administration  of the  Partnership)  by the  Partnership,  as lessee,  shall be
deemed a purchase and the present  value of the lease  payments over the term of
the lease,  excluding  any option  periods and any  increases in payments  which
cannot be calculated at the time of the entry into the lease,  discounted at the
interest rate on five-year  Treasury Notes,  or comparable  indices if five-year
Treasury Notes are no longer customarily quoted ("Adjustment Index"), prevailing
on the date of entry into the lease, shall be deemed the purchase price on which
the  Transaction  Fee shall be computed.  The exercise by the Partnership or any
other  Person of any  option to purchase and  the consummation of such purchase,

whether or not related to any lease, shall be deemed a separate  transaction for
purposes of the  application  and  computation of the Transaction Fee under this
Section 4.4.

         (B)  ADJUSTMENT  METHOD.  Except  as may be  otherwise  specified,  the
principal  amount of any note or promise to pay  required to be  adjusted  under
Section 4.4(A) shall be adjusted in accordance  with the same principles used by
the  Partnership  for  financial  reporting  purposes  and shall be based on the
Adjustment Index, defined in Section 4.4(A) above.

         (C) PAYMENT.  The  Transaction Fee shall be paid as soon as practicable
after consummation of the transaction with respect to which the fee is accrued.

         4.5 REFINANCING  FEE. The Managing General Partner shall be entitled to
a fee ("Refinancing  Fee") equal to one percent (1%) of the net loan refinancing
proceeds  received  from third  Persons on the  refinancing  of any  Partnership
Property, but only if the refinancing results in:

         (A) A new loan with a materially  lower interest rate or better payment
terms; or

         (B) Proceeds which are available for other Partnership purposes; or

         (C) Funds for the  repayment  of an  existing  loan that is due or will
become due in the near future.

         The amount of net loan  refinancing  proceeds shall equal the principal
amount of the loan less points,  loan processing fees and other loan costs.  The
Refinancing  Fee  shall  be  paid to the  Managing  General  Partner  as soon as
practicable after the loan refinancing  proceeds have been made available to the
Partnership.

         4.6 NO REPAYMENT. The Managing General Partner shall not be required to
return to the Partnership all or any part of any fee properly  computed and paid
to it, notwithstanding any subsequent event.

         4.7 ACCRUAL UPON CHANGE IN MANAGING  GENERAL  PARTNER.  If the Managing
General Partner ceases to serve in that capacity as of any day (the "Termination
Date") for any reason,  the Property  Management Fee and the Incentive Fee shall
be accrued on a prorata daily basis to and including the  Termination  Date. The
Property  Management  Fee and the  Incentive  Fee  payable  to any new  Managing
General Partner shall accrue from and after the  Termination  Date. The Property
Management  Fee and the  Incentive  Fee  shall be paid to the  Managing  General
Partner at such time as it would  otherwise  be payable  for the period in which
the Termination Date occurs.

         4.8 JOINT VENTURES.  References herein to any property acquired,  owned
or disposed of by the Partnership shall include the Partnership's  interest from
time to time in any underlying  property held by any joint venture,  partnership
or other entity or form of ownership  in which the  Partnership  has an interest
("Partnership's Share in Underlying Property").  Without limiting the generality
of the foregoing,  the Property Management Fee, Incentive Fee,  Transaction Fee,
and any other fee which may become payable to the Managing General Partner shall
apply to and be based  upon not  only any  wholly-owned  property,  but also the
Partnership's  Share  in  Underlying  Property.  There  shall,  however,  be  no
duplication of fees as a consequence of this provision.

         4.9 CHANGE IN  COMPENSATION.  With the approval of holders of the Units
held by limited partners of Glenborough Partners in accordance with Section 3.8,
the Managing General Partner may propose and effect any additional or substitute
compensation plans or arrangements for compensation to be paid to it as Managing
General Partner;  provided,  however, that in voting on such matters (as well as
the amendment of this Section),  the General  Partners and Glenborough  Partners
and their  respective  Affiliates  shall vote their interests for,  against,  or
abstain in the same  proportion  as all other  limited  partners of  Glenborough
Partners  vote for,  against,  or abstain on such matters and provided  further,
that  there  shall be no  retroactive  changes in the  compensation  paid to the
Managing General Partner.

         4.10 FRINGE BENEFITS. At the expense of the Partnership, any officer or
employee of the Managing General Partner who performs  services for the Managing
General Partner in connection with the conduct of Partnership  business shall be
entitled  to   participate   in  any  health   insurance,   medical  and  dental
reimbursement,  life insurance, accident insurance,  disability insurance or any
other  plans,  trusts or  provisions,  or any other  employee  benefit  plans or
arrangements established by the Partnership, as if such officer or employee were
an officer or employee of the Partnership.

         4.11  EXPENSES  OF  GENERAL  PARTNER.  The  Partnership  shall  pay all
expenses, disbursements and advances reasonably incurred by the General Partners
and their  Affiliates in connection with the organization of the Partnership and
the conduct of  Partnership  business,  including,  without  limitation,  office
expenses,  secretarial expenses, software acquisition,  data processing services
and expenses for entertainment, travel and similar items, including amounts paid
to any Person employed or retained to perform services for the Partnership.  The
Partnership  shall promptly  reimburse the General Partners and their Affiliates
for any such items paid by the General Partners or their Affiliates. The General
Partners and their Affiliates

shall  also  receive  a   reasonable   reimbursement   for  their   general  and
administrative   costs   allocable  to  the  management  and  operation  of  the
Partnership,  as determined by the Managing  General  Partner in its discretion;
provided,  however,  that such costs shall be reasonable in amount and necessary
to the  functions  of the  Partnership.  Such costs shall  include  salaries and
compensation  of legal and leasing  personnel,  and costs incurred in connection
with servicing  Partnership  notes  receivable,  but shall exclude  salaries and
compensation of the officers and directors of any General Partner.

         4.12  COMMISSIONS ON CERTAIN SALES.  The Managing General Partner or an
Affiliate  thereof,  shall be entitled to receive a commission  upon the sale of
single-family  residences (but not including  condominiums or residential  units
sold in bulk), where substantial  services have been rendered in connection with
such sale. Such commission shall be an amount equal to a maximum of four percent
(4%) of the sale proceeds  where no third Person is employed in connection  with
the sale of the  Partnership  Property  and a minimum of two percent (2%) of the
sale proceeds  where a third Person or Persons are employed in  connection  with
the sale of Partnership Property;  provided, however, that in no event shall the
total  commission  paid to all  Persons  in  connection  with  the  sale of such
Partnership  Property be less than four percent (4%) or more than seven  percent
(7%) of the sale proceeds (as that term is defined in Section 4.4(A)).

                                   ARTICLE 5

                The Limited Partners, Assignees and Transferrees

         5.1 LIMITED  LIABILITY.  No Limited  Partner or Assignee  (unless  such
Limited  Partner or Assignee is a General  Partner or otherwise  participates in
the control of the business of the Partnership)  shall be personally  liable for
any of the debts of the  Partnership  or for any Net Losses beyond the amount of
the Capital  Contribution  made or agreed to be made to the  Partnership  by the
Limited Partner or Assignee and any  undistributed  Net Income  allocated to the
Limited  Partner or  Assignee.  However,  to the extent  required  by law,  each
Limited Partner or Assignee  receiving any actual or  constructive  distribution
may be liable to return such distribution if and to the extent that, immediately
after giving effect to the  distribution,  all  liabilities of the  Partnership,
other than  liabilities to Partners or Assignees on account of their interest in
the  Partnership and liabilities as to which recourse of creditors is limited to
specific  property of the Partnership,  exceed the fair value of the Partnership
Property;  provided,  however,  that the fair value of any Partnership  Property
that is subject to a liability  as to which  recourse of creditors is so limited
shall be included in the Partnership Property for purposes of this sentence only
to the extent that the fair value of such

Partnership  Property exceeds such liability.  Any Limited Partner returning all
or any part of a distribution  actually  received by an Assignee or successor of
the Limited  Partner shall be subrogated  to the  Partnership's  right to seek a
return  to the  Partnership  of the  distribution  from  the  Assignee  or  such
successor.  In no event shall any Limited Partner or Assignee be obligated under
any  circumstances  to make any Capital  Contribution to the Partnership for any
purpose whatsoever, other than Capital Contributions described in Article 7.

         5.2             RESTRICTIONS ON LIMITED PARTNERS AND ASSIGNEES.

         (A) No Limited  Partner or Assignee  shall  participate  as such in the
management and control of the business of the Partnership, transact any business
for the  Partnership,  or  attempt  to do so,  unless  such  Limited  Partner or
Assignee  is also the  Managing  General  Partner  or a Related  Person or other
Person  employed or engaged to transact any such business by or on behalf of the
Managing  General  Partner  or the  Partnership.  The  transaction  of any  such
business by a Limited Partner or Assignee  employed or engaged to do so by or on
behalf of the Managing  General Partner or the Partnership  shall not be in his,
her or its capacity as Limited Partner or Assignee and shall not affect,  impair
or eliminate the limitations on the liability of the Limited Partner or Assignee
under this Agreement.

         (B) No Limited  Partner or Assignee  shall have the power to represent,
sign for or bind the Managing General Partner,  any other General Partner or the
Partnership,  unless  such  Limited  Partner or  Assignee  is also the  Managing
General  Partner  or a Related  Person or other  Person  given such power by the
Managing General Partner.

         5.3 OUTSIDE ACTIVITIES. A Limited Partner or Assignee shall be entitled
to and may have business interests and engage in business activities in addition
to  those  relating  to  the  Partnership,   including  business  interests  and
activities in direct  competition with the Partnership.  Neither the Partnership
nor any of the  Partners  or  Assignees  shall have any rights by virtue of this
Agreement in any independent  business  ventures of any other Limited Partner or
Assignee.

         5.4 NO WITHDRAWAL OR DISSOLUTION.  No Limited Partner shall at any time
withdraw from the Partnership,  except as provided in this Agreement. No Limited
Partner shall have the right to have the Partnership dissolved or the right to a
Return of Capital from the  Partnership,  except as provided in this  Agreement.
The  legal  incompetency,   bankruptcy,  insolvency,  termination,  dissolution,
withdrawal or death of a Limited  Partner  shall not cause a dissolution  of the
Partnership.

         5.5 ASSIGNEES.  The creation of Assignees pursuant to Section 11.2 does
not  dissolve the  Partnership.  An Assignee  may become a  Substituted  Limited
Partner as provided in Section  12.1.  Until an Assignee  becomes a  Substituted
Limited  Partner,  the  Assignee  has no  right to  notice  of or to vote at any
meeting of Partners or upon any matters upon which Limited Partners may vote, to
require any  information  or account of Partnership  transactions  or to inspect
Partnership  books, and is otherwise subject to the limitations under the Act on
the rights of an Assignee who has not become a Substituted  Limited Partner.  An
Assignee has the rights and  obligations  appurtenant  to a Unit to share in the
Net Income and Net Losses of the Partnership and to receive distributions.

         5.6 TRANSFEREES.  An assignment of a Limited  Partner's  Interests does
not dissolve the  Partnership or entitle the transferee to become or to exercise
any  rights  of a  Limited  Partner.  The  transferee  has the right to become a
Substituted  Limited  Partner  pursuant to an  assignment as provided in Section
12.1. A Limited  Partner  remains a Limited Partner upon transfer of all or part
of the Limited  Partner's  Interests until the transferee  becomes a Substituted
Limited  Partner  pursuant to Section  12.1. A transferee  who does not become a
Substituted  Limited Partner has no right to notice of or to vote at any meeting
of  Partners  or upon any  matters  upon which a Limited  Partner  may vote,  to
require any information or account of Partnership transactions or to inspect the
Partnership  books, and is otherwise subject to the limitations under the Act on
the rights of a transferee or Assignee who has not become a Substituted  Limited
Partner. Any distribution or payment to the Partner or Assignee of record or the
personal representative of such Partner or Assignee shall acquit the Partnership
of  liability  to the  extent  of such  payment  to any  person  who may have an
interest in such payment by reason of an  assignment  by the Partner or Assignee
or the  successors or assignees of the Partner or Assignee,  or by reason of the
death of such Partner or Assignee or otherwise.

                                   ARTICLE 6

                    Approval by Limited Partners; Amendments

         6.1 APPROVAL BY LIMITED  PARTNER.  Subject to Sections 6.2 and 6.3, the
approval of a Majority Interest shall be required only for the matters specified
below (including,  however,  without limitation,  those matters on which limited
partners are given the right to vote under the Act) and no other matters:

         (A) The following  actions may be taken by the Managing General Partner
only with the affirmative vote of a Majority Interest:

                         (1) the sale, exchange,  lease or other transfer (other
         than  encumbrances)  of all or  substantially  all of the assets of the
         Partnership  in  a  single  transaction  or  in  multiple  interrelated
         transactions,  except in the liquidation and winding up of the business
         of  the  Partnership  upon  its  dissolution.   For  purposes  of  this
         subsection,  "substantially all of the assets of the Partnership" shall
         mean  ninety  percent  (90%)  of the  asset  value  of the  Partnership
         Property,   as  determined  in   accordance   with   generally-accepted
         accounting principles, at the end of the most recently completed fiscal
         quarter of the Partnership;

                         (2)      the dissolution of the Partnership, other than
         pursuant to Sections 14.1(A), (B), (C) and (E);

                         (3)  an  election  to  continue  the  business  of  the
         Partnership other than after there is no remaining or surviving General
         Partner;

                         (4) an amendment to this Agreement,  including, without
         limitation,  an amendment extending the term of this Agreement,  except
         for amendments described in Sections 6.3 and 6.4;

                         (5) Any matter  requiring  approval  of the  holders of
         Units of Glenborough Partners pursuant to Section 3.8.

         (B) A  General  Partner  may be  removed  only with the  approval  of a
Majority Interest.

         (C) Except under  circumstances  described in clause (D), a new General
Partner may be admitted  with only the approval of a Majority  Interest and with
the separate concurrence of the other General Partner(s).

         (D) If  there is no  remaining  or  surviving  General  Partner,  a new
General  Partner(s)  may be admitted or an election to continue  the business of
the Partnership may be made only upon the approval of all the Limited Partners.

         6.2 RIGHTS  CONDITIONAL.  The rights set forth in Section 6.1 (A) shall
not be exercised unless the Partnership  shall have received the written opinion
of counsel for the  Partnership to the effect that the exercise of such right or
the action proposed to be taken with respect to any particular matter: (A) shall
not cause the Limited  Partner to be deemed to be taking part in the  management
and control of the business and affairs of the  Partnership so as to subject the
Limited  Partner or  Assignees  to unlimited  liability  therefor;  (B) will not
jeopardize the status of the Partnership as a partnership under

applicable tax laws and regulations;  or (C) is otherwise  permissible under the
state  statutes  then  governing  the  rights,  duties  and  liabilities  of the
Partnership  and the Partners and Assignees.  If counsel for the Partnership has
indicated  that it is  unable or  unwilling  to  deliver  such an  opinion,  the
Managing  General  Partner  may take any action  described  in  Section  6.1 (A)
without the need for approval of the Limited Partner,  provided that such action
is not otherwise prohibited by this Agreement or by law.

         6.3 AMENDMENTS BY THE MANAGING GENERAL PARTNER. Subject to Section 6.4,
the  Managing  General  Partner may,  without  prior notice to or consent of any
Partner or  Assignee,  amend any  provision of this  Agreement:  (A) to cure any
ambiguity,  omission,  defect  or  inconsistency;  (B)  if in its  opinion  such
amendment does not have a materially  adverse  effect upon the Limited  Partners
and  Assignees or the  Partnership,  as the case may be; or (C) the amendment is
necessary,  in the  opinion  of  counsel  to the  Partnership,  to  prevent  the
Partnership or the General Partners or the partners,  directors or officers of a
General  partner  from being in any  manner  subject  to the  provisions  of the
Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940,
as amended,  or "plan asset" regulations  adopted under the Employee  Retirement
Income Security Act of 1974, as amended, whether or not substantially similar to
plan asset regulations currently applied or proposed by the Department of Labor;
or (D) the amendment is necessary, in the opinion of counsel to the Partnership,
to prevent the Partnership from being taxable as a corporation under the Code. A
copy of such  amendment  shall  thereafter be furnished  promptly to the Limited
Partner  and  Assignees.  In the event an  amendment  shall  have been  approved
pursuant to this Section 6.3, the Managing  General  Partner and, if  necessary,
the  Limited  Partner,  shall  execute  such  amendment,  certificate  and other
documents  as may be  reasonably  required for the purpose of  effectuating  the
same.

         6.4  PROHIBITED  AMENDMENTS.  Except with the unanimous  consent of all
Partners,  no amendments shall modify the provisions regarding amendment of this
Agreement or the  liabilities  of the Partners or change the form of Partnership
to a general partnership.

                                   ARTICLE 7

            Capital Contributions and Initial Issuance of Interests

         7.1 [Intentionally left blank.]

         7.2  CONTRIBUTION BY PARTNERS.  On the Closing Date, the Partners shall
contribute to the Partnership Property as follows:

         (A) The Limited Partner shall contribute $315,000.00.

         (B) The General  Partners  shall not be required to  contribute  to the
Partnership;  provided, however, that in consideration of services rendered, the
General  Partners shall, in the respective  shares shown in Section 7.1, receive
and hold a one  percent  (1%)  interest  in the Net  Income  and Net Loss of the
Partnership,  including a one percent (1%) interest in cash items of Partnership
income, gain, loss, deduction or Tax Credits.

         7.3 DISTRIBUTION OF INTERESTS.

         (A)  Effective  as of the  Closing  Date  and in  consideration  of the
transfer provided in Section 7.2 (A), the Partnership shall issue to the Limited
Partner 990  Interests.  Thereafter,  interests  of the  Limited  Partner in the
Partnership shall be represented and expressed in terms of Interests.

         (B)  In  consideration  for  services  and  to  represent  the  General
Partners'  interest in the  Partnership  provided  for in Section  7.2 (B),  the
Partnership  shall issue 10 Interests to the General Partners in the proportions
provided for in Section 7.1.

         (C) After the  issuance of  Interests  provided  for in 7.3 (A) and (B)
above,  Interests  shall  be  held  one  percent  by the  General  Partners  and
ninety-nine percent (99%) by the Limited Partner.

         7.4 GENERAL  PARTNER  INTERESTS.  The Interests  issued to the Managing
General Partner and Robert Batinovich as General  Partners,  shall be designated
as General Partner Interests.

         7.5 DISTRIBUTION OF CAPITAL. A Partner or Assignee shall be entitled to
a  distribution  which  constitutes  a  Return  of  Capital  from  time  to time
throughout the duration of the  Partnership in such amounts and at such times as
the Managing General Partner,  in its sole discretion,  deems appropriate.  Such
distributions shall be made only if the conditions specified in Section 9.1 have
been met or as provided in Section 7.1 with  respect to the initial  $1,000 cash
contribution.

         7.6 NO INTEREST ON CAPITAL  CONTRIBUTION.  Partners and Assignees shall
not  receive  interest  on or with  respect to all or any part of their  Capital
Contributions.

         7.7  CREDITOR'S  INTEREST IN THE  PARTNERSHIP.  No creditor who makes a
loan to the Partnership  shall have or acquire at any time as a result of making
the loan, any direct or indirect interest in the profits, capital or property of
the Partnership other than as a creditor.

         7.8 NATURE OF INTERESTS. All property owned by the Partnership, whether
real or personal, tangible or intangible,

shall be deemed to be owned by the  Partnership  as an  entity,  and none of the
Partners shall have any direct ownership of such property.

         7.9 ONE PERCENT  INTEREST OF GENERAL  PARTNERS AND  ADDITIONAL  CAPITAL
CONTRIBUTIONS. Notwithstanding anything to the contrary that may be expressed or
implied herein, the interests of all of the General Partners, taken together, in
each material item of Partnership income,  gain, loss, deduction or Tax Credits,
as provided by Section  8.1,  will be equal to at least one percent (1%) of each
such item at all times during the existence of the  Partnership.  In determining
the General  Partners'  interests in such items,  interests  held by the General
Partners as general partners of the Limited Partner or of any Operating  Limited
Partnership,  as defined in the Limited  Partnership  Agreement  of  Glenborough
Partners  and  Units  owned by the  General  Partners  shall  not be taken  into
account.  Additional Capital Contributions shall be made to the Partnership only
with the approval of all Partners. If additional Capital Contributions are made,
such Capital  Contributions shall be made by each Partner in accordance with its
Allocable  Share;  provided,  however,  that the General  Partners shall, at all
times, be deemed to own as General  Partners (in the respective  percentages set
forth in Section  7.1,  one percent  (1%) of the  outstanding  interests  in the
Partnership and no further  contribution or  consideration  shall be required of
the General Partners for their General Partner interests.  Additional  Interests
shall be  issued  to  evidence  such  additional  capital  contributions  and to
maintain the General  Partners'  interest as aforesaid.  If property  other than
cash is contributed,  the Managing  General Partner shall determine the value of
such property.

                                   ARTICLE 8

               Allocation of Net Income, Net Loss and Tax Credits

         8.1 GENERAL ALLOCATION.

         (A) Net Income and Net Loss for each month shall be  determined  by the
Partnership  and allocated  among the Partners and Assignees in accordance  with
their Allocable Shares.

         (B) For  federal,  state or other tax  purposes,  all items of  income,
gain,  loss or deduction and all Tax Credits  (including  any such items arising
from a joint venture or a partnership in which the  Partnership has an interest)
shall be  determined  using the  accounting  method  designated  by the Managing
General  Partner  and  shall be  allocated  to the  Partners  and  Assignees  in
accordance  with  their  Allocable   Shares,   subject  to  the  provisions  and
adjustments  described in this subsection.  If the Partnership is deemed to have
been  terminated  and  reformulated   pursuant  to  Section  708  of  the  Code,
depreciation, depletion, gain or loss

shall be allocated among the Partners and Assignees so as to take account of the
variation between the basis of property deemed contributed to the Partnership by
each  Partner or Assignee at the time of its  reformulation  and the fair market
value of such  property  at the time of such  contribution  pursuant  to Section
704(c) of the Code.  Depreciation,  depletion,  gain or loss  (including the tax
consequences  of any basis  reduction made by a contributing  Partner under Code
Sections  108,  483 and  1274)  with  respect  to  property  contributed  to the
Partnership  shall be allocated  among the Partners and  Assignees to the extent
required under Section 704(c) of the Code and Treasury  Regulations  promulgated
under Code Section 704(b) and (c) so as to take into account,  for tax purposes,
the  difference  between the basis of such  property and its initial Book Value.
The Managing  General  Partner is authorized to adopt such methods of allocating
such items, consistent with applicable law and Regulations.

         8.2  ALLOCATION  ON  TRANSFER.  The  Partnership  shall use the monthly
convention specified in the Conference Committee Report to Section 72 of the Tax
Reform  Act  of  1984  in  determining  allocations  on  transfer.   Under  this
convention, Interest transfers after the 15th day of a month shall be treated as
occurring  immediately after the close of business of the last day of the month,
and Interest  transfers  during the first  fifteen (15) days of a month shall be
treated as occurring immediately before the opening of business of the first day
of the month.

                                   ARTICLE 9

                               Cash Distributions

         9.1 TIME AND AMOUNT OF CASH DISTRIBUTIONS.

         (A) As of the close of each fiscal quarter and each fiscal year, and at
any  other  time  the  Managing  General  Partner  deems  appropriate,  the Cash
Available  for  Distribution  shall be calculated  and, if the Managing  General
Partner deems  appropriate in its sole  discretion,  all or any portion  thereof
shall be  distributed to the Partners and Assignees of record on the Record Date
set for the  distribution,  and each  Partner  and  Assignee  shall  receive his
Allocable Share thereof.

         (B)  Notwithstanding the provisions of Section 9.1(A), any distribution
shall be made only if:

                         (1)  All   liabilities  of  the   Partnership,   except
         liabilities  to the General  Partners  and to the  Limited  Partner and
         Assignees on account of the Capital  Contribution and liabilities as to
         which recourse of creditors is limited to specified property, have been
         paid or after such distribution, there will remain Partnership Property
         with a fair value sufficient to pay such liabilities, provided that

         the  fair  value  of any  Partnership  Property  that is  subject  to a
         liability  as to  which  recourse  of  creditors  is  limited  shall be
         included in Partnership  Property for purposes of this  subsection only
         to the extent that the fair value of such Partnership  Property exceeds
         such liability;

                         (2) The Managing  General  Partner  determines  in good
         faith that such distributions may be made without materially  affecting
         the ability of the Partnership to pay obligations (including contingent
         liabilities) of the Partnership as they fall due; and

                         (3)     Such distribution may be made without violating
         any provision of the Act.

         (C)  Nothing  in  this  Agreement  or this  Section  shall  serve  as a
limitation  on the  Managing  General  Partner's  right  to  retain  or use  the
Partnership's  assets or its revenues as, in the opinion of the Managing General
Partner,  may be  required to satisfy  the  anticipated  present and future cash
needs  of the  Partnership,  whether  for  operations,  liabilities,  expansion,
improvements, acquisition or otherwise.

         9.2 DISTRIBUTIONS OF PARTNERSHIP PROPERTY. In its sole discretion,  the
Managing  General Partner may distribute to Partners and Assignees,  Partnership
Property other than Cash Available for Distribution. In its sole discretion, the
Managing  General  Partner may  distribute to Partners and Assignees  additional
Interests or securities of the Partnership which have been authorized and issued
pursuant to the terms of this Agreement.

                                   ARTICLE 10

                             Accounting and Reports

         10.1  FISCAL  YEAR.  The fiscal  year of the  Partnership  shall end on
December 31 of each year, unless the Managing General Partner determines that it
is in the best  interest  of the  Partnership  and its  Partners  to  utilize  a
different  fiscal year and the  permission of the Internal  Revenue  Service has
been obtained.

         10.2 REPORTS.

         (A) As soon as  practicable,  but in no event  later than  ninety  (90)
days,  after the close of the calendar year, the Managing  General Partner shall
prepare or cause to be prepared  and furnish to each Person who was a Partner or
Assignee  of record  during  the  Partnership's  fiscal  year,  the  information
reasonably  necessary for the preparation of such Person's United States federal
income tax return and any state or local income or

other tax returns  required of such Person as a result of the  operations of the
Partnership.  The Partners and Assignees  agree to furnish the Managing  General
Partner with such  information  as may be necessary or helpful in preparing  the
tax returns or other filings of the Partnership.

         (B) As soon as  practicable,  but in no event  later  than one  hundred
twenty  (120) days after the close of each fiscal  year,  the  Managing  General
Partner  shall mail or deliver to each  Partner  and each  Assignee of record an
annual report containing  financial  statements of the Partnership (which may be
consolidated  with the  financial  statements  of the Limited  Partner)  for the
fiscal year, including a balance sheet and statements of operations,  changes in
Partners' equity and changes in financial position at the end of or for the most
recent  fiscal  year.  Such  statements  are to be prepared in  accordance  with
generally-accepted accounting principles and shall include the opinion of a firm
of independent public accountants  selected by the Managing General Partner, and
are to be accompanied  by a  supplementary  summary  (except as disclosed in the
financial  statements),  by  classification  of the total fees and compensation,
including  any  overhead   reimbursement  and   indemnification,   paid  by  the
Partnership, directly or indirectly, to the General Partners.

         (C) If and to the extent  required  by the Act or  applicable  state or
federal  securities  laws,  as soon as  practicable,  but in no event later than
sixty (60) days after the close of each fiscal  quarter,  except the last fiscal
quarter  of each  fiscal  year,  the  Managing  General  Partner  shall  mail or
otherwise  furnish to each Partner and Assignee of record a quarterly report for
the fiscal quarter containing such financial and other information (which may be
condensed,  including statements of operations for such fiscal quarter and since
the end of the last fiscal year, a balance sheet at the end of such period and a
certificate  of the Managing  General  Partner to the effect that such financial
statements  were  prepared  without  audit  from the  books and  records  of the
Partnership) as the Managing General Partner deems appropriate.

         10.3 TAX ELECTIONS.  The Managing  General  Partner shall,  in its sole
discretion,  and as it deems in the best  interests  of the  Partnership  or the
Partners and Assignees, determine whether to make any available election and how
to make any necessary  allocation for federal,  state, local or other income tax
purposes.

         10.4 BOOKS AND RECORDS. The Managing General Partner shall maintain all
records  necessary for documenting and reporting the business and affairs of the
Partnership.  The Managing  General  Partner shall maintain at the office of the
Partnership specified in Section 2.4: (A) a current list of the

full name and  last-known  business  or  residence  address of each  Partner and
Assignee set forth in alphabetical  order together with the contribution and the
share in profits  and losses of each  Partner  and  Assignee;  (B) a copy of the
Certificate of Limited  Partnership and all  certificates of amendment  thereto,
together  with executed  copies of any powers of attorney  pursuant to which any
certificate has been executed;  (C) copies of the Partnership's  federal,  state
and local income tax or  information  returns and  reports,  if any, for the six
most recent taxable years or for such shorter time as the  Partnership  has been
in existence;  (D) the original Agreement and all amendments thereto; (E) copies
of the financial  statements of the  Partnership  for the six most recent fiscal
years or for such shorter time as the Partnership has been in existence; and (F)
the  Partnership's  books and  records  for at least the  current and past three
fiscal years or for such shorter time as the  Partnership has been in existence.
Any records maintained by the Partnership in the regular course of its business,
including the record of the holders of Interests,  books of account, and records
of  Partnership  proceedings  may be kept on, or be in the form of punch  cards,
magnetic media,  photographs,  micrographics,  or any other information  storage
device,  provided that the records so kept can be converted into clearly legible
written form within a reasonable  period of time.  Except for  information  kept
confidential by the Managing  General Partner pursuant to the power described in
Section 3.3(T), all books, financial records, reports and accounts shall be open
to inspection by any Partner or duly authorized representative of the Partner on
reasonable  notice  during normal  business  hours,  for any purpose  reasonably
related  to  the  Partner's  interest  as a  Partner,  and  the  Partner  or the
representatives  at the expense of the Partner  shall have the further  right to
make  copies  or  excerpts  therefrom;  provided,  however,  that a copy  of the
information  described in clauses  (A),(B),(C) and (D) of the second sentence of
this Section 10.4 shall be promptly  delivered by the Managing  General Partner,
at the expense of the Partnership,  to any Partner  requesting such information.
The Partner and the  Partner's  representatives  shall not divulge to any Person
any  confidential  or  proprietary  data,  information  or property or any trade
secrets of the Partnership.

         10.5 BANK  ACCOUNTS.  The  Partnership  shall  establish  and  maintain
accounts in financial institutions (including,  without limitation,  national or
state banks, trust companies,  or savings and loan institutions) in such amounts
as  the  Managing  General  Partner  may  deem  necessary  from  time  to  time.
Partnership  funds  shall  not be  commingled  with the  funds  of, or used as a
compensating  balance  on behalf of, any  General  Partner or any other  Person.
Checks  shall be drawn on and  withdrawals  of funds shall be made from any such
accounts for  Partnership  purposes and shall be signed by the Person or Persons
designated  by the Managing  General  Partner.  Temporary  surplus  funds of the
Partnership may be invested in commercial paper, time deposits,

short-term government obligations or other investments as shall be determined by
the Managing General Partner.

                                   ARTICLE 11

                             Transfer of Interests

         11.1 TRANSFER OF INTERESTS.

         (A) The term  "transfer"  when used in this  Article  with respect to a
Unit includes a sale, assignment, gift, exchange, or any other disposition.

         (B) General Partner Interests are  nontransferable  without the consent
of all Partners  except as provided in Article 7 and Section  13.1.  The Limited
Partner hereby consents to any transfer pursuant thereto.

         (C) Interests held by Limited Partners are nontransferable  without the
consent of all Partners.

                                   ARTICLE 12

            Admission of Substituted and Additional Limited Partners

         12.1 ADMISSION OF SUBSTITUTED LIMITED PARTNERS. A Limited Partner shall
have the power to give the  transferee of such  Person's  Interests the right to
become a Substituted  Limited Partner in the manner permitted in this Agreement.
An  Assignee or  transferee  of an  Interest  may apply to become a  Substituted
Limited  Partner with respect to such  Interest by  executing  and  delivering a
Request and Power in form approved by the Managing General Partner. Upon receipt
by the  Partnership of a completed and executed  Request and Power,  the name of
the transferee shall be added to the list of Limited Partners  maintained by the
Partnership,  whereupon  such  transferee  shall  become a  Substituted  Limited
Partner.

         12.2 ADMISSION OF ADDITIONAL  LIMITED  PARTNERS.  A Person other than a
General  Partner  (acting in its  capacity  as a General  Partner),  the Limited
Partner or a substituted Limited Partner who makes a contribution to the capital
of the  Partnership  in a manner  permitted by the terms of this  Agreement may,
with  the  approval  of  the  Managing  General  Partner,  be  admitted  to  the
Partnership  as an Additional  Limited  Partner upon  furnishing to the Managing
General  Partner:  (A) a Request  and  Power;  and (B) such other  documents  or
instruments  as may be  required  in  order to  effect  admission  as a  Limited
Partner.  Upon receipt of such documents,  the Partnership shall add the name of
such Person to the list of Partners  maintained  by the  Partnership,  whereupon
such Person shall become an additional Limited Partner.

                                   ARTICLE 13

         Removal, Resignation or Withdrawal of General Partner

         13.1 REMOVAL OF GENERAL PARTNER.  A General Partner may be removed from
office as provided in Section 6.1 and shall be removed if such  General  Partner
is removed as general  partner of the Limited  Partner or Glenborough  Partners.
Such  removal  shall take effect  sixty (60) days from the date of the action by
the  Limited  Partner.  At such  time,  the  assets,  books and  records  of the
Partnership   shall  be  surrendered  to  the  remaining  or  successor  General
Partner(s),  provided that the remaining or successor General  Partner(s) shall:
(A) hold or have acquired  sufficient  General Partner Interests (which shall be
obtained from the removed  General  Partner) so that the General  Partner(s) who
will continue to serve as General  Partner(s) hold and have  designated,  in the
aggregate,  at least a one percent (1%) interest in the  Partnership  as General
Partner(s);  and (B) have complied with the  provisions of Section 13.4. If such
removal  dissolves the Partnership,  then the Partnership shall be reconstituted
and its business  shall be continued  with any remaining  and successor  General
Partner(s) as the General Partner(s) thereof,  and they shall have the exclusive
right  to  possess  Partnership   Property  to  continue  the  business  of  the
Partnership.  Removal of a General Partner shall not prejudice the rights of the
removed General Partner to compensation  pursuant to Article 4 accrued as of the
date the removal takes effect. The value of a removed General Partner's Interest
shall be agreed to by all Partners.

         13.2  WITHDRAWAL.  A General Partner may withdraw,  resign or retire on
ninety (90) days'  advance  written  notice to the Partners.  A General  Partner
shall  cease  to be a  General  Partner  on  the  effective  date  of its or his
withdrawal, resignation or retirement.

         13.3  DISSOLUTION OR BANKRUPTCY OF GENERAL  PARTNER.  A General Partner
shall cease to be a General  Partner upon the  happening of any of the following
events:

         (A) The  dissolution of the General  Partner or, if the General Partner
is an  individual,  the death of the General  Partner or the entry by a court of
competent  jurisdiction of an order adjudicating the General Partner incompetent
to manage his person or estate;

         (B) The General Partner: (1) makes a general assignment for the benefit
of creditors;  (2) commences a voluntary case under the federal  bankruptcy law;
(3)  files  a  petition  or  answer   seeking   for  the  General   Partner  any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law, or regulation;  (4) files an answer or
other  pleading  admitting or failing to contest  the  material allegations of a

petition  filed  against the  General  Partner in any  proceeding  of the nature
described  in  clause  (3);  or (5)  seeks,  consents  to or  acquiesces  in the
appointment of a trustee,  receiver,  or liquidator of the General Partner or of
all or any substantial part of the General Partner's properties;

         (C) An order for relief  against the General  Partner is entered  under
Chapter 7 or 11 of the federal bankruptcy law;

         (D) Sixty (60) days after the  commencement  of any proceeding  against
the  General   Partner   seeking   reorganization,   arrangement,   composition,
readjustment, liquidation, dissolution or similar relief under any statute, law,
or regulation, if the proceeding has not been dismissed;

         (E) Sixty (60) days after the appointment without the General Partner's
consent or  acquiescence  of a trustee,  receiver,  or liquidator of the General
Partner or of all or any substantial part of the General  Partner's  properties,
if the  appointment  is not  vacated  or  stayed,  or sixty  (60) days after the
expiration of any such stay, if the appointment is not vacated; or

         (F) Upon the General  Partner ceasing to be a general partner of either
the  Limited  Partner or  Glenborough  Partners  for any  reason  other than the
dissolution of that partnership provided that there is no longer an Affiliate of
a General Partner serving as a general partner of such partnership.

         13.4 LIABILITY AND RIGHTS.  A General Partner shall be discharged from,
and the  Partnership  or any Person or Persons  continuing  the  business of the
Partnership  in the event it has been  dissolved,  shall assume and pay, as they
mature,  all Partnership  obligations and liabilities  that exist on the date of
such General  Partner's  removal from the Partnership or on the date on which it
or he ceases to be a General Partner under Sections 13.2 or 13.3, and shall hold
such General  Partner  harmless  from any action or claim  arising or alleged to
arise from  obligations  and  liabilities  accruing  after such date;  provided,
however, that nothing in this Section 13.4 shall relieve or discharge, nor shall
the  Partnership  indemnify  or hold  harmless,  such  General  Partner from any
individual  obligation  or liability of such General  Partner (as  distinguished
from a Partnership obligation or liability) to the Partnership or third parties.
On the date of removal of a General Partner or the date on which it ceases to be
a  General  Partner  under  Sections  13.2 or  13.3,  or as soon  thereafter  as
possible,  the  Partnership or any Person or Persons  continuing the business of
the  Partnership   shall  file  an  amendment  to  the  Certificate  of  Limited
Partnership  reflecting the removal of the General  Partner or the fact that the
General Partner has ceased to be a General Partner.  The Partnership or any such
Person or Persons  continuing  the business of the  Partnership  shall  promptly
notify all creditors of the

Partnership as of such date: (A) of the removal of such General  Partner and the
resulting  dissolution of the  Partnership (if the Partnership has dissolved) or
of the General Partner ceasing to be a General Partner pursuant to Sections 13.2
or  13.3,  as the case  may be;  (B) that  such  General  Partner  shall  not be
personally liable for the  Partnership's  obligations and liabilities after such
date;  and  (C) if  applicable,  of the  assumption  of  all  the  Partnership's
obligations  and  liabilities  by the  Partnership  or such  Person  or  Persons
continuing the business of the  Partnership.  The  Partnership or such Person or
Persons  continuing  the business of the  Partnership  (if the  Partnership  has
dissolved)  shall use its or their  best  efforts  to  procure  and  execute  an
agreement from creditors of the  Partnership  discharging  such General  Partner
from liability to such  creditors as of the date the General  Partner is removed
or ceases to be a General  Partner.  Such  General  Partner  shall have the same
rights to inspect  and make  copies or  excerpts of the books and records of the
Partnership  as is  provided  to  Partners  pursuant  to Section  10.4 until all
amounts due such General  Partner as of the date the General  Partner is removed
or ceases to be a General  Partner  pursuant  to Section  3.6 and Article 4 have
been paid. The General  Partner shall be a creditor of the Partnership as to all
such amounts owed to it or him by the Partnership. Any General Partner Interests
held by a General Partner after it or he has been removed, or it or he ceases to
be a General Partner,  shall be transferred to such Person or Persons who remain
as or succeed such General Partner as General Partner(s).

         13.5  SUCCESSOR  AND  PREDECESSOR  GENERAL  PARTNERS.  Unless a General
Partner has been  dissolved  because of bankruptcy,  insolvency,  liquidation or
ceases to be a General  Partner  because  of death,  disability,  incapacity  or
incompetency  or unless a General  Partner has been removed as General  Partner,
upon dissolution of a General Partner, any Person continuing the business of the
General  Partner so affected shall  immediately  become a General Partner of the
Partnership (and shall become Managing General Partner if the General Partner so
affected was the  Managing  General  Partner)  without any action or vote of any
Person.  If any  dissolution  of a General  Partner  causes a dissolution of the
Partnership,  then the Partnership  shall be reformed and  reconstituted and its
business  continued  as  provided  in this  Section  and  Article  14.  If it is
necessary  or  advisable  to reform  and  reconstitute  the  Partnership  and to
continue its business,  the remaining and successor General Partners shall elect
to reform and  reconstitute  the Partnership and to continue its business.  When
any Person  ceases to be a General  Partner  under this  Agreement or a partner,
shareholder,  director,  officer,  employee or agent of a General Partner,  that
Person shall  continue to have the benefit of any  provisions of this  Agreement
providing for indemnity, exculpation or insurance which protected such Person as
a General Partner or a partner,

shareholder, director, officer, employee or agent of a General Partner, or which
limited or defined the liability of such Person.

                                   ARTICLE 14

                    Dissolution, Winding Up and Liquidation

         14.1 DISSOLUTION.  The Partnership shall be dissolved at the expiration
of the term of the Partnership set forth in Section 2.5; provided, however, that
the  Partnership  shall  be  dissolved  prior  thereto  without  breach  of this
Agreement upon occurrence of one of the following:

         (A)  The  removal,  resignation,  retirement,  withdrawal,  bankruptcy,
insolvency,   dissolution,   liquidation,   death,  disability,   incapacity  or
incompetency of a General Partner; provided, however, that unless applicable law
shall under the circumstances require a dissolution notwithstanding an agreement
to the contrary,  the Partnership  shall not be dissolved but shall be continued
or, if  dissolved,  the  business of the  Partnership  shall be continued by any
remaining or  successor  General  Partner(s)  upon  obtaining  the approval of a
Majority  Interest.  If no  General  Partner(s)  remain  or  succeed  or if  the
remaining or successor General Partner(s) do not have the power under California
law to elect to continue or not to continue the business of the  Partnership  or
they elect not to continue the business,  then, upon approval of all the Limited
Partners  and  the  admission  of  one  or  more  new  General  Partner(s),  the
Partnership shall not be dissolved, but shall be continued or, if dissolved, the
business of the Partnership shall be continued;

         (B) The Partnership becomes insolvent or bankrupt;

         (C) The sale or other  disposition of  substantially  all assets of the
Partnership and the cessation of active business;

         (D) The  passage  of ninety  (90) days  after  approval  by a  Majority
Interest to dissolve the Partnership; or

         (E) The  occurrence  of any  event  which  makes  it  unlawful  for the
business of the Partnership to be continued.

         Admission of a General  Partner shall not cause the  dissolution of the
Partnership.

         14.2 AUTHORITY TO WIND UP. If  dissolution  occurs for any reason other
than the removal, resignation,  retirement,  withdrawal, bankruptcy, insolvency,
dissolution,  liquidation, death, disability,  incapacity or incompetency of the
Managing General Partner,  the Managing General Partner shall have the authority
to wind up the business and affairs of the Partnership.

If  dissolution  occurs  by  reason  of the  removal,  resignation,  retirement,
withdrawal, bankruptcy, insolvency, dissolution, liquidation, death, disability,
incapacity or incompetency of the Managing General Partner,  and if the business
of the Partnership is not continued pursuant to Articles 13 or 14, the remaining
General  Partner(s) shall have the authority to wind up the business and affairs
of the Partnership  or, if no General  Partner  remains or survives,  any Person
designated by a decree of court or designated by approval of a Majority Interest
shall wind up the affairs of the Partnership.

         14.3  ACCOUNTING.  Upon dissolution (if the business of the Partnership
is not continued),  and again upon the termination of the Partnership  after the
winding up of the affairs of the  Partnership is complete,  an accounting of the
Partnership shall be made and its financial  statements shall be examined by the
independent public accountants of the Partnership, and a report thereon shall be
furnished to the General Partner(s) or legal representatives  thereof and to all
Limited Partners and Assignees.

         14.4 WINDING UP AND  LIQUIDATION.  Upon dissolution of the Partnership,
if the Partnership or the business of the Partnership is not otherwise continued
hereunder, it shall be wound up and liquidated. The Book Value of any assets not
sold shall be adjusted to their fair market value and any Net Income or Net Loss
shall be allocated to the Capital Accounts as if the Partnership  recognized Net
Income or Net Loss equal to such adjustment.  After such allocations, the assets
of the  Partnerships  shall be paid or  distributed  in the  following  order of
priority:

         (A) To creditors,  in the order of priority as provided by law,  except
to secured  creditors  the  obligations  to whom will be  assumed  or  otherwise
transferred on liquidation of the Partnership assets;

         (B) Those  amounts  deemed  necessary  by the  Persons  winding  up the
affairs of the Partnership for any contingent  liabilities or obligations of the
Partnership  shall be set aside as a reserve for  contingent  liabilities  to be
distributed at such time and in such manner  hereunder as the Persons winding up
the affairs of the Partnership shall determine in their sole discretion;

         (C) To the General  Partner(s)  with  respect to  payments  due to them
pursuant to Section 3.6 and Article 4;

         (D) To each General Partner, Limited Partner and Assignee the amount of
their respective Capital Accounts.

         14.5 CLAIM OF LIMITED  PARTNERS AND  ASSIGNEES.  No Limited  Partner or
Assignee shall have the right or power to demand or receive  property other than
cash, whether as a Return of Capital,  a distribution,  a payment on liquidation
or otherwise. The Limited Partners and Assignees shall look solely to the assets
of the Partnership for the payment of income  allocated to the Limited  Partners
or  Assignees  and  the  return  of the  Capital  Contributions  of the  Limited
Partners,  and if the  assets of the  Partnership  remaining  after  payment  or
discharge of the debts and liabilities of the  Partnership  are  insufficient to
pay all or part of such income or Capital  Contributions,  no Limited Partner or
Assignee shall have any recourse against any General Partner, the Partnership or
any other Limited Partner or Assignee.

         14.6  NO  RESTORATION  OF  NEGATIVE  CAPITAL   ACCOUNTS.   Neither  the
Partnership  nor any General or Limited  Partner shall have the right to require
any Partner to restore a deficit balance in such Partner's Capital Account.

                                   ARTICLE 15

                                 Miscellaneous

         15.1 NOTICES. All notices or other communications required or permitted
to be  given  pursuant  to this  Agreement  shall,  in the  case of  notices  or
communications  required or permitted to be given to the Limited  Partner or his
Assignee,  be in writing,  and shall be considered as properly  given or made if
personally  delivered or if mailed by United  States  first class mail,  postage
prepaid, or if sent by prepaid telegram,  and addressed to the Limited Partner's
or  Assignee's  address  for  notices  as it  appears  on  the  records  of  the
Partnership, and, in the case of notices or communications required or permitted
to be given to the General Partners or the Partnership,  shall be in writing and
shall be considered as properly  given or made if  personally  delivered,  or if
sent by prepaid telegram,  or if mailed by United States certified or registered
mail,  postage  prepaid,  and addressed to the Managing  General  Partner at the
principal  place of business of the Partnership as specified in Section 2.4. Any
Limited Partner or Assignee may change the address for notices, by giving notice
of such change to the  Partnership,  and the Managing General Partner may change
the address for notices to the  General  Partners or the  Partnership  by giving
notice of such change to the Limited Partner and his Assignee. Commencing on the
tenth  (10th) day after  giving of such notice,  such  newly-designated  address
shall be such  Partner's  or  Assignee's  or the  Partnership's  address for the
purpose of all notices or other communications required or permitted to be given
pursuant to this Agreement. Any notice or other communication shall be deemed to
have been given as of the date on which it is personally delivered or, if mailed
or

telegraphed  to a General  Partner which is not received by the General  Partner
within ten (10) days  after the date of its  mailing  or  transmission  shall be
deemed  to have  been  given as of the date  actually  received  by the  General
Partner.

         15.2 CHOICE OF LAW. This  Agreement and all rights and  liabilities  of
the parties  hereto with  reference to the  Partnership  shall be subject to and
governed by the internal laws (and not the law  pertaining to choice or conflict
of laws) of the State of California.

         15.3 ARTICLE AND SECTION  HEADINGS.  The headings in this Agreement are
inserted for convenience and  identification  only and are in no way intended to
describe,  interpret,  define  or limit  the  scope,  extent  or  intent of this
Agreement or any provision hereof.

         15.4 SOLE AGREEMENT.  This Agreement and the exhibits hereto constitute
the entire  understanding  of the  parties  hereto  with  respect to the subject
matter hereof and supersede all prior agreements and  understandings  pertaining
thereto.

         15.5 EXECUTION IN  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts with the same effect as if all parties had all signed the
same document. All counterparts shall be construed together and shall constitute
one agreement.  Each party shall become bound by the Agreement  immediately upon
affixing his or her  signature  hereto,  independently  of the  signature of any
other party.

         15.6  REMEDIES  CUMULATIVE.  The  remedies  of the  parties  under this
Agreement are  cumulative  and shall not exclude any other remedies to which any
Person may be lawfully entitled.

         15.7  WAIVER.  No  failure  by any  party to  insist  upon  the  strict
performance of any covenant,  duty, agreement, or condition of this Agreement or
to  exercise  any  right  or  remedy  consequent  upon a  breach  thereof  shall
constitute a waiver of any such breach or any other covenant,  duty,  agreement,
or condition.

         15.8  WAIVER  OF  ACTION  FOR  PARTITION.  Each of the  parties  hereto
irrevocably waives during the term of the Partnership any right that he may have
to maintain any action for partition with respect to the Partnership Property.

         15.9  ASSIGNABILITY.  Subject to the  restrictions  on  transferability
contained  herein,  each  and  all  of  the  covenants,  terms,  provisions  and
agreements  herein  contained  shall be binding upon and inure to the benefit of
the successors and assigns of the respective parties hereto.

         15.10 GENDER AND NUMBER.  Whenever the context requires,  the gender of
all words used hereby shall  include the  masculine,  feminine  and neuter,  the
singular of all words shall  include the singular and plural,  and the plural of
all words shall  include the  singular and plural.  Unless the context  requires
otherwise, any reference to a General Partner shall include all General Partners
and any reference to the General Partners shall mean any General Partner.

         15.11  SEVERABILITY.  If  any  provision  of  this  Agreement,  or  the
application  thereof,  shall,  for any reason and to any  extent,  be invalid or
unenforceable,  the  remainder of this  Agreement  and the  application  of such
provision to other Persons or circumstances  shall not be affected thereby,  but
rather shall be enforced to the maximum extent permissible under applicable law.

         15.12 ADDITIONAL DOCUMENTS. Each of the parties hereto agree to execute
and deliver  such other and further  documents,  including  without  limitation,
designations,  powers of attorney and other instruments, as the Managing General
Partner may reasonably request.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the day and year first above written.

GENERAL PARTNER:

GLENBOROUGH REALTY CORPORATION,
a California corporation

By:     /s/   Robert Batinovich
      ----------------------------------
Title
      ----------------------------------

LIMITED PARTNER:

GOCO REALTY FUND I,
a California limited partnership

By:      Glenborough Realty Corporation,
         a California Corporation,
         Its Managing Partner

         By:    /s/  Robert Batinovich
               ----------------------------
         Title
               ----------------------------

 

Basic Info X:

Name: LIMITED PARTNERSHIP AGREEMENT
Type: Partnership Agreement
Date: March 31, 1995
Company: GLENBOROUGH LTD
State: California

Other info:

Date:

  • December 22 , 1994
  • December 30 , 1993
  • January 31 , 2037
  • the year 1995
  • last day of the month
  • December 31
  • last fiscal quarter
  • last fiscal year

Organization:

  • Treasury Regulations Section
  • Managing General Partner for Partnership
  • Primary Operating Limited Partnership
  • Partner Capital Accounts
  • South El Camino Real
  • Secretary of State
  • General Partner 3.1 GENERAL
  • Managing General Partner of the Partnership
  • Partnership Property to Partners
  • General Partner or Related Person
  • Adjusted Original Value
  • Biennial Appraised Value
  • All Urban Consumers of All Items
  • United States Department of Labor
  • Bureau of Labor Statistics
  • The Limited Partners
  • Limited Partnership Agreement of Glenborough Partners
  • Allocation of Net Income
  • Conference Committee Report
  • Cash Available for Distribution
  • Internal Revenue Service
  • Substituted Limited Partner
  • Additional Limited Partner
  • General Partner 's Interest
  • Certificate of Limited Partnership
  • General Partner Interests
  • the State of California
  • Glenborough Realty Corporation

Location:

  • L.P.
  • San Mateo
  • State of California
  • United States

Money:

  • fifty cents
  • $ 1.50
  • $ 315,000.00
  • $ 1,000

Person:

  • Robert Batinovich

Percent:

  • fifty percent
  • 50 %
  • five percent 5 %
  • three percent 3 %
  • ten percent
  • 10 %
  • one percent .5 %
  • two percent
  • 2 %
  • four percent 4 %
  • seven percent 7 %
  • 90 %
  • ninety-nine percent
  • 99 %
  • one percent 1 %