AMENDED AND RESTATED AGREEMENT

 Exhibit 10(k)
____________

                AMENDED AND RESTATED AGREEMENT
                    OF LIMITED PARTNERSHIP

                              OF

                     PENINSULA OFFICE PARK

              (A California Limited Partnership)

                 Dated as of December 27, 1985

                   AMENDED AND RESTATED AGREEMENT OF LIMITED
                PARTNERSHIP dated as of December 27, 1985, among
                PENINSULA/DW ASSOCIATES, a California general
                partnership ("DW"), WILLIAM WILSON III ("Wilson"),
                MILLER REAM ("Ream"), the limited partners listed
                in Exhibit A (the "Limited Partners") and the
                persons listed in Exhibit A-1 (the "Withdrawing
                Partners"); DW, Wilson and Ream are hereinafter
                sometimes collectively referred to as the "General
                Partners"; Wilson, Ream, the Limited Partners and
                the Withdrawing Partners are hereinafter sometimes
                collectively referred to as the "Original
                Partners"; and the General Partners and the Limited
                Partners are hereinafter sometimes collectively
                referred to as the "Partners").

                     Preliminary Statement

           Peninsula Office Park, a California limited partnership
(the "Partnership"), was formed pursuant to a Limited Partnership
Agreement and Certificate dated October 1, 1971 (the "Original
Agreement").  A Certificate of Limited Partnership for the
Partnership was executed by the parties to the Original Agreement,
dated October 1, 1971, and recorded October 6, 1971, in Volume 6025,
Page 457 of the Official Records of the County Recorder, County of
San Mateo, State of California (the "Original Certificate").  The
Partnership was continued and the Original Agreement, as theretofore
amended, was amended and restated by a Restatement of Limited
Partnership Agreement and Certificate dated as of June 1, 1977 (the
"Restated Agreement').  The Original Certificate was amended and
restated by the First Amendment to Certificate of Limited
Partnership dated July 1, 1977, and recorded July 21, 1977 in Volume
7551, Page 120 of the Official Records of the County Recorder,
County of San Mateo, State of California (the "Amended and Restated
Certificate").  The Amended and Restated Certificate was amended by
the Second Amendment to Certificate of Limited Partnership dated
June 29, 1982, and recorded September 30, 1982, as Document Number
82083974 of the Official Records of the County Recorder, County of
San Mateo, State of California.  The Amended and Restated
Certificate was further amended by the Third Amendment to
Certificate of Limited Partnership dated June 30, 1982, and recorded
December 15, 1982, as Document Number 82110539 of the Official
Records of the County Recorder, County of San Mateo, State of
California.  (The Amended and Restated Certificate, as amended by
the Second and Third Amendments to Certificate of Limited
Partnership, is hereinafter referred to as the "Certificate").  The
Restated Agreement was amended by the First Amendment to Restatement
of Limited Partnership Agreement dated June 30, 1982, and the Second
Amendment to Restatement of Limited Partnership Agreement dated
February 15, 1984 (the Restated Agreement, as so amended, is
hereinafter referred to as the "Initial Partnership Agreement").
           DW has acquired portions of the Partnership interests in
the Partnership heretofore held by the Original Partners pursuant to
a Sale, Purchase and Contribution Agreement dated as of December 27,
1985, between DW and the Partnership (the "Purchase Agreement").  DW
desires to have the entire partnership interest which it has
acquired be in the form of a general partnership interest and
desires to be admitted as a General Partner of the Partnership, and
DW and the Original Partners desire to make certain changes in the
Initial Partnership Agreement and the Certificate. The parties
hereto are entering into this Agreement to evidence their agreements
on such matters and to set forth the respective rights and
obligations of the parties hereto to each other and to the
Partnership.
           In consideration of the foregoing, and of the mutual
covenants, conditions and agreements hereinafter set forth, the
parties hereto hereby agree that the Initial Partnership Agreement
is hereby amended and restated in its entirety to read as follows:
                           ARTICLE I
                Continuation of the Partnership
           SECTION 1.01.  Continuation.  The Partnership shall, on
the terms and conditions hereof, continue its existence, without
interruption, as a limited partnership under and subject to the
Uniform Limited Partnership Act of the State of California.  DW
shall be admitted as a General Partner of the Partnership and an
amendment to the Certificate (the "New Certificate") shall be filed
in the Office of the County Recorder of San Mateo County to reflect
such admission and the other matters contained herein. 
           SECTION 1.02.  Effectiveness.  The provisions hereof
shall be effective upon the closing of the purchase (the "Closing";
the date on which the Closing occurs is referred to as the "Closing
Date") by DW pursuant to the Purchase Agreement of portions of
Partnership Interests (as defined in Section 1.07) heretofore held
by the Original Partners and shall continue to be effective until
termination and liquidation of the Partnership in accordance with
the provisions hereof. 
           SECTION 1.03.  Name.  The name of the Partnership shall
be PENINSULA OFFICE PARK.
           SECTION 1.04.  Place of Business.  The principal office
and place of business of the Partnership shall be located at 2929
Campus Drive, San Mateo, California 94403, or such other place or
places as may from time to time be Approved by the General Partners
(as defined in Section 2.01).
           SECTION 1.05.  Purpose.  The business of the Partnership
shall be to acquire, own, improve, manage, operate, lease, mortgage
(or otherwise encumber) or otherwise deal with the real property and
interests in real property described in Exhibit B (the "Property")
and the general partnership interest of the Partnership in Campus
Drive (the "Campus Drive Interest") and to engage in any other
business as shall be Approved by the General Partners (as defined in
Section 2.01).  The Property and the Campus Drive Interest are
hereinafter sometimes collectively referred to as the "Partnership
Assets". 
           SECTION 1.06.  Authority of Partners.  Except as
expressly provided in this Agreement, no Partner shall have any
authority to act for, or to assume any obligations or responsibility
on behalf of, the other Partners or the Partnership.
           SECTION 1.07.  Partnership Interests.  The "Partnership
Interest" of a Partner shall mean the proportional interest of each
Partner in the Partnership.  The initial Partnership Interests and
capital contributions of the Partners are set forth in Exhibit C
hereto.

                          ARTICLE II
                          Management
           SECTION 2.01.  Management of the Partnership.
           (a)  Subject to the terms hereof, the General Partners,
collectively, shall have full, exclusive and complete discretion in
the management and control of the business and affairs of the
Partnership and in no event shall the Limited Partners take part in
the conduct or control of the business and affairs of the
Partnership or have any right or authority to act for or bind the
Partnership.  Except as expressly provided herein to the contrary,
only those Major Decisions (as hereinafter defined) with respect to
the management and control of the Partnership which are Approved by
the General Partners shall be binding on the Partnership and the
Partners.  When the phrase "Approved by the General Partners" is
used in this Agreement, such phrase shall mean (i) for so long as
DW, Wilson and Ream remain General Partners, approved by DW and
either Wilson or Ream and (ii) if any of DW, Wilson or Ream ceases
to be a General Partner, approved by all General Partners.  A
General Partner shall be deemed to have given approval of a
particular action or decision under this Agreement unless such
General Partner disapproves (in writing) of such action or decision
within 30 days (or 7 days in the case of a particular Major Decision
under Section 2.01(b)(iv), (v), (xii) or (xiii) or (xvii) to the
extent that such decision under the Campus Drive Partnership
Agreement must be made within 7 days) after giving of written notice
to such General Partner in accordance with Section 9.02 of request
for such approval.  The Property shall be managed by a manager (the
"Manager"), who shall be designated pursuant to Section 2.02.  The
Manager shall be responsible for the implementation of the decisions
of the General Partners with respect to the Property and for
conducting the ordinary and usual business and affairs of the
Partnership concerning the Property as more fully set forth in
Section 2.03 and as limited by this Agreement and any management
agreement between the Partnership and the Manager.  The general
affairs of the Partnership shall be managed by the managing general
partner (the "Managing General Partner"), who shall be designated
pursuant to Section 2.10.
           (b)     No action shall be taken, sum expended,
decision made or obligation incurred by the Partnership, the Manager
or any Partner with respect to a matter within the scope of any of
the major decisions enumerated below (the "Major Decisions"), unless
Approved by the General Partners.  The Major Decisions shall
include:
           (i)     the acquisition of any land, or other improved
or unimproved real property, or any improvements thereon or interest
therein;
           (ii)    subject to Article III, the incurrence of any
indebtedness for borrowed money by, or the refinancing of any
indebtedness of, the Partnership, including, without limitation, the
financing or refinancing of the Property or the operations of the
Partnership;
           (iii)     the sale or other disposition of, or the
granting of any mortgage, lien or other encumbrance (other than
tenant leases) on, the Partnership Assets or any part thereof;
            (iv)   entering into any lease or other arrangement
     that (A) involves or would result in the leasing of 5,000 or
     more square feet of net rentable space in the Property
     pursuant to a single lease or under multiple leases to the
     same lessee (or its affiliates), (B) provides for annual
     rental or other terms less favorable to the Partnership than
     the rental and other terms, if any, set forth in any written
     guidelines Approved by the General Partners (which guidelines
     shall include, without limitation, terms for free rent and
     other concessions, effective rent, tenant improvements and
     expense stop and shall be confirmed or revised as Approved by
     the General Partners no less frequently than quarterly), (C)
     provides for a term which, with renewals, is equal to or
     greater than six years or (D) otherwise varies in any material
     respect that is adverse to the Partnership from lease forms
     and rent schedules previously Approved by the General
     Partners;
           (v)  the termination or material modification of any
     lease or other arrangement involving space in the Property if
     such lease or other arrangement was required (or would have
     been required if this Agreement had been in effect when such
     lease or other arrangement was entered into) to be Approved by
     the General Partners pursuant hereto or if such modification
     would result in a modified lease or other arrangement that, if
     it were a new lease, would be required to be Approved by the
     General Partners pursuant hereto;
           (vi) the construction of any capital improvements,
     repairs, alterations or changes (other than tenant
     improvements pursuant to a lease or other arrangement which
     has been Approved by the General Partners or which does not
     require such approval) in excess of $10,000 in the aggregate
     in any one fiscal year (unless specifically set forth in a
     Budget (as defined in Section 2.04) theretofore Approved by
     the General Partners), or the making of any lease termination
     payments (other than pursuant to the terms of a lease or other
     arrangement which has been Approved by the General Partners or
     which does not require such approval) in excess of $5,000 in
     the aggregate in any one fiscal year;
           (vii)   the selection or variation of depreciation and
     accounting methods and other decisions with respect to the
     treatment of various Partnership transactions for accounting,
     bookkeeping or tax purposes, and the filing of tax returns by
     or on behalf of the Partnership, in each case subject to and
     consistent with the other provisions hereof (including
     Sections 2.08 and 2.09);
           (viii)  the approval of all construction and
     architectural contracts and all architectural plans,
     specifications and drawings prior to the construction of any
     new improvements or alterations contemplated thereby (other
     than tenant improvements pursuant to a lease or other
     arrangement which has been Approved by the General Partners or
     which does not require such approval);
           (ix) the selection of all counsel, accountants,
     engineers and architects to be engaged by the Partnership;
           (x)  distributions to the Partners, except as set forth
     in Article IV or V;
           (xi) the approval of each Annual Business Plan (as
     defined in Section 2.04) pursuant to Section 2.04;
           (xii)   the payment or incurrence of any obligation
     (other than obligations under the express terms of a lease or
     other arrangement which has been Approved by the General
     Partners or under a lease that does not require such approval
     or other obligations incurred in the ordinary course of
     business to cure violations of law or to cover other
     nondiscretionary operating expenses) in any fiscal year
     involving a sum which (A) when added to the other expenditures
     of the Partnership for such fiscal year, would result in the
     Partnership having cumulative expenditures in excess of the
     Budget Approved by the General Partners for such year of more
     than $25,000, (B) when added to all expenditures in the same
     category for such fiscal year, would exceed 105% of the amount
     set forth for such category of expenditures in the Budget
     Approved by the General Partners for the then lapsed portion
     of such fiscal year, or (C) is not provided for in or
     contemplated by the specific categories of expenditures set
     forth in the Budget Approved by the General Partners;
     provided, however, that, in each of the foregoing cases the
     Manager shall have the right, without the consent of the
     General Partners if the Manager shall have first used its best
     efforts under the circumstances to obtain such consent (except
     in the case of expenditures not exceeding $1,000, where no
     such efforts shall be required), to make such repairs and
     alterations to the Property and to expend such funds (not to
     exceed $5,000 per incident) as in its reasonable judgment are
     immediately necessary or advisable in the event of an
     emergency in order to avoid a violation of law or to prevent
     injuries to persons or damage to property; 
           (xiii)  the initiation, defense, adjustment, settlement
     or compromise of any claim, action, suit or judgment by or
     against the Partnership involving an amount in excess of
     $10,000 or any claim for equitable relief; 
           (xiv)   subject to Section 2.02(b) and except as
     provided in any management agreement relating to the Property
     which has been Approved by the General Partners, the entering
     into of any management or real estate brokerage agreement
     (whether oral or written) in respect of the Property or any
     termination or material modification thereof;
           (xv) any modification with respect to the type or amount
     of insurance coverage to be maintained by the Partnership as
     set forth in the insurance guidelines attached as Exhibit D
     hereto (as so revised from time to time the "Insurance
     Guidelines");
           (xvi)   entering into any service, maintenance,
     employment or similar contract or agreement which is not
     terminable without penalty on an annual basis on not more than
     90 days' notice or which provides for monthly payments by the
     Partnership (whether actual or accrued) in excess of $500 per
     month, provided that this $500 limitation shall not apply in
     any fiscal year if such item is covered in the Budget Approved
     by the General Partners pursuant to Section 2.04 hereof; 
           (xvii)  except as contemplated by Section 3.02(c), the
     exercise of any right or power or the granting of any approval
     or consent as a general partner of Campus Drive pursuant to
     the Campus Drive Partnership Agreement or otherwise (other
     than those actions within the scope of authority of the
     Partnership as the "Managing General Partner" of Campus Drive,
     which shall be performed by the Managing General Partner
     hereunder); and
           (xviii) any other decision or action that is required
     to be Approved by the General Partners pursuant hereto or that
     may hereafter be Approved by the General Partners as a Major
     Decision.
           (c)  A General Partner shall not be liable, responsible
or accountable in damages or otherwise to any other Partner for any
act or omission pursuant to the authority granted by this Agreement
if such General Partner acted in good faith and in a manner it
reasonably believed to be within the scope of the authority granted
by this Agreement and in or not opposed to the best interests of the
Partnership, provided that such General Partner shall not be
relieved of liability in respect of any claim, issue or matter as to
which such General Partner shall have been adjudged to be liable for
gross negligence, wilful misconduct or material breach of this
Agreement in the performance of its fiduciary duty to the Limited
Partners; and, subject to such limitation in the case of any such
judgment of liability, the Partnership shall indemnify each General
Partner against any loss or damage incurred by it and against
expenses (including attorneys' fees) actually and reasonably
incurred by it (which may be paid as incurred) in connection with
the defense or settlement of any threatened, pending or completed
action or suit by any person in connection therewith.
           (d)  At any time when there shall be only one General
Partner, there shall be no sale or other disposition of all or any
substantial portion of the Partnership Assets unless such sale or
disposition shall have been either approved by the Limited Partners
as provided in Section 7.03(f) or approved in writing by a majority
in interest of the Limited Partners (based upon Partnership
Interests).
           SECTION 2.02.  Appointment, Replacement and Resignation
of Manager.  (a) The General Partners hereby approve the
continuation of William Wilson & Associates, as the initial manager
of the Property (the "Initial Manager") pursuant to the Management
Agreement dated as of December 27, 1985, between the Partnership and
the Initial Manager (the "Initial Management Agreement"). 
           (b)  The right of the Partnership to terminate or not
renew the Initial Management Agreement (or any subsequent management
agreement) pursuant to Section 5.01(a) of the Initial Management
Agreement (or the corresponding provisions of any such subsequent
management agreement) and, subject to the following, to hire a
replacement manager, shall be exercisable by DW on behalf of the
Partnership.  If DW shall elect to exercise such right of
termination or nonrenewal on behalf of the Partnership or if the
Initial Manager (or any subsequent Manager) shall resign as Manager
or for any other reason cease to be Manager, as soon as reasonably
practicable thereafter a list shall be Approved by the General
Partners (such approval not to be unreasonably withheld or delayed)
which shall set forth the names of three or more responsible parties
who will be requested to submit proposals for assuming the role of
Manager.  In connection with the replacement of the Initial Manager
(or any subsequent Manager), Borel Estate Company (the "Ream
Company") shall be included on such list, provided that such company
is still active in managing office buildings in the San Mateo area. 
Within 10 days after receipt of such proposals from all persons on
such list (and in any event no later than 20 days after such list
shall have been Approved by the General Partners), DW shall give
each other General Partner a written notice setting forth the name
of the party that it has on behalf of the Partnership selected to
act as the Manager from among the choices designated on the
aforementioned list and the terms of such engagement; provided,
however, that if the Manager so selected by DW shall be an affiliate
of DW, such appointment shall require the prior written approval of
the other General Partners (which approval shall not be unreasonably
withheld or delayed).  Upon receipt by the other General Partners of
any such notice referred to in the preceding sentence (and granting
of such consent required from them, if any), the General Partners
shall execute on behalf of the Partnership a management agreement
with such party and perform such other acts as may be required to
appoint such party as the Manager. 
           SECTION 2.03.  Duties of Manager.  The Manager shall
implement or cause to be implemented all Major Decisions Approved by
the General Partners related to the
operation and management of the Property and shall conduct or cause
to be conducted the ordinary and usual business and affairs of the
Partnership related to the Property in accordance with and as
limited by this Agreement and the applicable management agreement. 
In no event shall the Manager have any authority to make any
expenditure or incur any obligation on behalf of the Partnership
unless such expenditure or obligation has been specifically provided
for in this Agreement or Approved by the General Partners or is made
pursuant to an Annual Business Plan Approved by the General
Partners.
           SECTION 2.04.  Annual Business Plan.  Each management
agreement shall provide that, not later than 60 days after the
effective date of such agreement, and, thereafter, not later than 60
days prior to the end of each fiscal year, the Manager shall prepare
and submit to the General Partners an annual report (the "Annual
Business Plan") in respect of the Property setting forth (i) an
analysis of the business prospects for the Property for the
succeeding fiscal year, including an analysis of competitive factors
affecting the Property, such as vacancy rates for the local market
and rental rates charged for space of similar quality in the area,
(ii) a statement of proposed capital and other improvements to be
made in the succeeding fiscal year, including cost and timing
estimates therefor and (iii) a proposed operating and capital budget
(the "Budget") setting forth the estimated receipts, expenditures,
escrow deposits and reserves, if any, of the Partnership for the
next succeeding fiscal year.  If and when the Annual Business Plan
(including the Budget set forth therein, and any modification
required by the General Partners) is Approved by the General
Partners, the Manager shall implement it and shall be authorized,
subject to the requirements of Section 2.01, without the need for
further approval by the General Partners, to make the expenditures
and incur the obligations provided for in the Budget as so approved.
           SECTION 2.05.  Arrangements with Affiliates.  (a) Except
as may be expressly provided for herein or in the Initial Management
Agreement or as may hereafter be Approved by the General Partners,
no payment shall be made by the Partnership to a Partner, or any
affiliate or employee of a Partner, for the services of such Partner
or any affiliate or employee of such Partner.  No part of a
Partner's central office overhead or general or administrative
expenses shall be deemed to be an expense of the Partnership;
provided, however, that the reasonable travel and other expenses for
twelve trips during the first twelve months following the Closing
Date (and such number of trips in succeeding periods as shall
reasonably be required) by an officer, partner, employee or
representative of DW or any affiliate of DW to attend meetings of
the General Partners, to inspect the Property or to examine the
books and operations of the Partnership shall be expenses of the
Partnership.
           (b)  The Partnership shall not enter into any contract,
agreement, lease or other arrangement for the furnishing to or by
the Partnership of goods, services or space with any person or
entity related to or affiliated with a Partner unless such contract,
agreement, lease or other arrangement has been specifically Approved
by the General Partners; provided, however, that the foregoing shall
not restrict the ability of Wilson or his affiliates to bid on
providing services (including tenant improvement work) to the
Partnership and, if such bid is the lowest or is Approved by the
General Partners, from being awarded such contract.
           SECTION 2.06.  Fiscal Year.  The fiscal year of the
Partnership shall end on the last day of December of each year.
           SECTION 2.07.  Books and Records; Accountants.  (a) The
books of account of the Partnership shall be kept and maintained at
all times at the place or places Approved by the General Partners
and shall be maintained on an
accrual basis in accordance with generally accepted accounting
principles consistently applied.
           (b)  Each Partner shall have the right at all reasonable
times during usual business hours to audit, examine and make copies
of or extracts from the books of account of the Partnership.  Such
right may be exercised through any agent, representative, partner,
or employee of a Partner designated by it or by an independent
public accountant designated by such Partner.  Each Partner shall
bear all expenses incurred in any examination made by such Partner.
           (c)  At the expense of the Partnership, the books of the
Partnership shall be examined, audited and certified annually as of
the end of each fiscal year by the independent public accounting
firm of Peat, Marwick, Mitchell & Co.  Such independent public
accountants for the Partnership may be changed to any firm of
independent public accountants of nationally recognized standing
Approved by the General Partners.  Peat, Marwick, Mitchell & Co., or
any subsequently selected independent public accountants, shall
prepare a balance sheet, an income and expense statement and a
statement of changes in financial position, all in comparative form
and in reasonable detail, and a report setting forth the amount of
Net Cash Flow (as defined in Section 4.01) of the Partnership, and
the share of the net profits and losses of the Partnership (as
defined in Section 6.07) and Net Cash Flow allocable to each
Partner, for each fiscal year.  The Managing General Partner shall
use its best efforts to cause such accountants to prepare such
financial statements within 90 days after the end of each fiscal
year, and copies of such financial statements and report shall
promptly be transmitted by the Managing General Partner to the
Partners, together with the report of such accountants covering the
results of their audit.  Peat, Marwick, Mitchell & Co., or such
other accountants, shall also prepare the tax returns of the
Partnership (which tax returns shall be satisfactory in form and
substance to each General Partner), and the Managing General Partner
shall use its best efforts to cause such accountants to prepare such
tax returns within 60 days after the end of each fiscal year.  The
Managing General Partner shall use its best efforts to cause such
tax returns to be filed on a timely basis and shall, promptly after
the receipt thereof from such accountants, transmit copies thereof
to each Partner.
           SECTION 2.08.  Depreciation.  All depreciation
attributable to any step-up in basis of the Property caused by the
transactions contemplated by the Purchase Agreement (a "Step-Up")
shall be allocated to DW.  Each Partner agrees to cooperate with DW
and agrees not to contest or take a position inconsistent with DW's
obtaining the Step-Up under Section 754 or any other applicable
Section of the Internal Revenue Code of 1954, as amended (the
"Code").  The basis of the Partnership's depreciable assets and its
methods of depreciation shall not be changed without the express
approval of DW.  The Partnership's real property shall be
depreciated using the straight line method of cost recovery and the
shortest cost recovery period permitted by the Code.  The
Partnership's personal property shall be depreciated using
accelerated cost recovery.
           SECTION 2.09.  Tax Elections.  (a) All elections required
or permitted to be made by the Partnership under the Code shall be
made by the Partnership in such manner as DW may reasonably
determine from time to time.  In connection with the Step-Up, the
Partnership shall make an election pursuant to Section 754 of the
Code to adjust the basis of the assets of the Partnership with
respect to the transfer to DW of its Partnership Interest pursuant
to the Purchase Agreement and shall make an election pursuant to
Proposed Treasury Regulation sec. 1.704-1(b) (2)(iv) (c) (1) to make
corresponding adjustments to the capital account of DW.  Elections
which are required or permitted to be made because of a change in
the Code (or the enactment of any successor statute) after the date
hereof shall be subject to the reasonable approval of the other
General Partners; provided that the other General Partners shall not
withhold any such approval if failure to grant such approval would
have a material adverse effect on DW.  No such election shall be
inconsistent with the other terms and conditions of this Agreement. 
Unless otherwise Approved by the General Partners, DW shall be the
"tax matters partner" of the Partnership pursuant to Section
6231(a)(7) of the Code.  The "tax matters partner" shall not
compromise any claim by the Internal Revenue Service with respect to
the Partnership or appeal any ruling or decision thereof with
respect to the Partnership unless Approved by the General Partners.
           (b)  Notwithstanding Section 2.09(a), if a Partner
transfers all or part of its interest in the Partnership, any basis
adjustment attributable to such transfer, whether made under Section
754 of the Code or otherwise, shall be allocated solely to the
transferee (and the Partnership, on request, will make any
appropriate elections in connection with such basis adjustment).
           SECTION 2.10.  Managing General Partner.  (a) The General
Partners hereby approve the appointment of Wilson as the initial
Managing General Partner.  If at any time the Managing General
Partner ceases to be a General Partner, such person shall
immediately cease to be the Managing General Partner and a successor
shall be appointed from among the remaining General Partners as
Approved by the General Partners.  The Partnership shall reimburse
the Managing General Partner for the reasonable out-of-pocket
expenses incurred by him in performing his obligations as Managing
General Partner (as distinguished from his obligations as a General
Partner).
           (b)  The Managing General Partner shall be responsible
for (i) supervising the performance of the Manager under the
applicable management agreement, (ii) implementing or causing to be
implemented all Major Decisions Approved by the General Partners to
the extent not the responsibility of the Manager under the
applicable management agreement and conducting or causing to be
conducted the ordinary and usual business and affairs of the
Partnership in accordance with and as limited by this Agreement to
the extent not the responsibility of the Manager under the
applicable management agreement.  In no event shall the Managing
General Partner have any authority to make any expenditure or incur
any obligation on behalf of the Partnership unless such expenditure
or obligation has been specifically provided for in this Agreement,
Approved by the General Partners or made pursuant to an Annual
Business Plan Approved by the General Partners.  The parties
expressly acknowledge that the position of managing General Partner
is ministerial in nature and is not intended to confer upon the
Managing General Partner powers or rights greater than those of any
other General Partner.
           SECTION 2.11.  Appointment of Denison as a General
Partner.  If at any time both Wilson and Ream cease to be General
Partners and at such time the aggregate Partnership Interests of the
Limited Partners exceed 25%, then a majority in interest of the
Limited Partners (based upon Partnership Interests) shall have the
right (exercisable within 60 days after both Wilson and Ream shall
have ceased to be General Partners) to appoint Paul M. Denison
("Denison") as a General Partner provided that he at that time
satisfies the requirement set forth in Section 7.01(e)(i).  If
Denison shall be so appointed, upon his assumption, in writing, of
all the rights, powers and obligations of a General Partner under
this Agreement he shall become a General Partner and his limited
Partnership Interest shall be converted to a General Partnership
Interest (but he shall have the same right to receive Net Cash Flow,
Capital Proceeds, and each item of income, gain, loss, deduction or
tax credit of the Partnership as he would have had if not so
converted).
           SECTION 2.12.  Investment Management Fee.  For so long as
an investment management agreement between the Partnership and
RMS/Liberty Street Associates, an affiliate of DW ("Liberty
Street"), shall be in effect, within 30 days after the end of each
fiscal quarter and prior to any distribution to Partners pursuant to
Section 5.01 the Partnership shall pay to Liberty Street, as an
investment management fee (the "Investment Management Fee"), an
amount equal to 1% of the Gross Income of the Partnership (as
defined in Section 4.01, but excluding for purposes of this
calculation distributions of cash from Campus Drive to the
Partnership) for such period.  Amounts payable under this Section
2.12 shall be paid prior to distributions to Partners pursuant to
Section 4.02 or 5.01.  To the extent that for any period Adjusted
Cash Flow (as defined in Section 3.02(f)) after making payments
required pursuant to Section 3.02(d) is insufficient to pay the
Investment Management Fee, the unpaid portion thereof shall be
accrued (without interest) and paid in subsequent periods out of
Adjusted Cash Flow or Adjusted Capital Proceeds (as defined in
Section 3.02 (f)), in each case to the extent available after making
payments required pursuant to Section 3.02(d) and this Section 2.12.
           SECTION 2.13.  Additional Development.  The Partners
acknowledge that the Property includes a parcel of land adjacent to
the Building No. 8 which is suitable for future development as an
office building.  Under current zoning and land use restrictions, an
office building containing approximately 60,000 square feet could be
built on such site.  It is the intention of the Partners that the
Partnership will proceed with the development of that site when it
becomes economically advantageous to do so, and Partnership funds
may be expended for predevelopment activities, such as soils and
engineering studies, schematic design, permit and approval
processing and the like as Approved by the General Partners. 
However, the Partnership will not commit or expend funds for the
preparation of construction documents or for actual construction
purposes until the development and the method of financing the same
shall have been Approved by the General Partners.  Nothing contained
in this Section 2.13 shall be deemed to create any obligation on the
part of any Partner to make any capital contributions or Shortfall
Loans to fund the development or construction of improvements on
such site.
                          ARTICLE III
                Capital Contributions and Loans
           SECTION 3.01.  Capital Contributions.  (a)  Subject and
pursuant to the terms and conditions of the Purchase Agreement, on
the Closing Date DW shall make a capital contribution to the
Partnership in immediately available funds of $510,000 and the other
Partners shall make capital contributions to the Partnership
aggregating $165,471.  Such capital contributions shall be used to
establish a working capital reserve for the Partnership (the
"Working Capital Reserve") which shall be used to fund tenant
improvements, leasing commissions, other capital expenditures and
operating deficits to the extent Approved by the General Partners
and for funding the Partnership's required capital contribution to
Campus Drive pursuant to Section 3.01(a) of the Campus Drive
Partnership Agreement.
           (b)  DW agrees to make additional capital contributions
to the Partnership from time to time after the Closing Date (up to a
maximum aggregate additional capital contribution of $1,676,234) to
the extent necessary to cause the Working Capital Reserve as of the
end of any calendar month not to be less than $200,000 and to fund
the Partnership's required capital contribution to Campus Drive
pursuant to Section 3.01(b) of the Campus Drive event to the full
amount of its additional capital contributions required under this
Section 3.01(b) by December 31, 1988 (upon notice as provided
herein).  DW agrees to make such additional capital contributions to
the Partnership immediately available funds within 10 days after
written request therefor from the Manager or the Managing General
Partner.  Any such request shall specify the amount of the Working
Capital Reserve as of the end of the calendar month preceding the
date of such notice and the amount of the additional capital
contribution to be made by DW pursuant to this Section 3.01 (b), and
in no event may such requests be made more frequently than monthly. 
Such additional capital contributions shall be added to the Working
Capital Reserve and applied as provided in this Agreement.
           (c)  After DW has made the maximum additional capital
contribution required of it pursuant to Section 3. 01(b) , and in
any event by December 31, 1988 (upon notice as provided herein), the
Partners (other than DW) agree to make an additional capital
contribution to the Partnership of $-0- (to be allocated among them
in accordance with their Partnership Interests).  Such additional
capital contribution shall be made in immediately available funds
within 10 days after written request therefor from the Manager or
any General Partner specifying that DW has made its maximum
additional contribution as aforesaid and the amount of the
additional capital contribution to be made by such Partner pursuant
to this Section 3.01(c).
           (d)  Beginning in January 1989, and annually thereafter,
amounts held in the Working Capital Reserve may if so Approved by
the General Partners be distributed to the Partners in proportion to
their Partnership Interests.
           (e)  A Partner shall not have any obligation to the
Partnership or to any other Partner to restore any negative balance
in the capital account of such Partner.  No Partner may withdraw
capital or receive any distributions except as specifically provided
herein.  No interest shall be paid by the Partnership on any capital
contributions to the Partnership.
           SECTION 3.02.  Shortfall Loans.  (a)  If at any time
prior to December 31, 1993, the Partnership shall require funds in
excess of the capital contributions required under Section 3.01 for
working capital in connection with the operation and maintenance of
the Property, DW shall from time to time make loans to the
Partnership (the "First Shortfall Loans") in an aggregate principal
amount of up to $872,900 (determined on a cumulative basis).  In no
event may First Shortfall Loans be used to fund the capital
requirements of Campus Drive without the prior written consent of
DW.
           If a General Partner reasonably determines that the
Partnership requires a First Shortfall Loan as contemplated by the
preceding paragraph, such General Partner shall give DW notice (each
a "First Shortfall Notice") setting forth the specific purpose for
which such First Shortfall Loan is required and the amount required
to be loaned by DW (determined as provided above).  DW shall within
20 days of receiving a First Shortfall Notice deposit the amount
required to be loaned by DW in an account Approved by the General
Partners and such funds shall be applied to the purposes Approved by
the General Partners consistent with such First Shortfall Notice. 
All First Shortfall Loans shall mature on December 31, 1995, or upon
the earlier termination of the Partnership, and may be repaid out of
the proceeds of Additional Shortfall Loans (as defined below) as
provided in Section 3.02(b).
           (b)  If the Partnership shall (i) require funds in
excess of the capital contributions required under Section 3.01 and
the First Shortfall Loans required pursuant to Section 3.02(a) for
working capital in connection with the operation and maintenance of
the Property, (ii) require funds to meet its obligation as a general
partner of Campus Drive to make "Additional Shortfall Loans" to
Campus Drive (as defined in and pursuant to the Campus Drive
Partnership Agreement), or (iii) require funds to repay First
Shortfall Loans or Additional Shortfall Loans (as hereinafter
defined) at the maturity thereof (except upon termination of the
Partnership), each Partner shall from time to time make loans
("Additional Shortfall Loans") to the Partnership pro rata based
upon their Partnership Interests at the time of the funding of each
such Loan.
           If a General Partner reasonably determines that the
Partnership requires an Additional Shortfall Loan as contemplated by
the preceding paragraph, such General Partner shall give the other
Partners notice (each a "Shortfall Notice") setting forth the
specific purpose for which such Shortfall Loan is required and the
amount required to be loaned by each Partner (determined as provided
above) .  Each Partner within 20 days of giving or receiving, as the
case may be, a Shortfall Notice shall deposit the amount required to
be loaned by such Partner in an account Approved by the General
Partners and such funds shall be applied to the purposes Approved by
the General Partners consistent with such Shortfall Notice.  Each
Additional Shortfall Loan shall mature on the tenth anniversary of
such Loan, or upon the earlier termination of the Partnership.
           (c)  If Campus Drive shall require funds in excess of
the capital contributions and "Mandatory Shortfall Loans" required
under the Campus Drive Partnership Agreement for working capital in
connection with the operation and maintenance of its property or
shall require funds to repay Special Shortfall Loans (as hereinafter
defined) at the maturity thereof (except upon termination of the
Partnership) and such funds shall not be available to campus Drive
on reasonable terms from third party sources, each Partner shall
from time to time make loans ("Special Shortfall Loans") to the
Partnership in the following proportions:  23.2883% by DW, 11.6908%
by Wilson, 11.6908% by Ream and the balance by all Partners
(including DW, Wilson and Ream) pro rata based upon their
Partnership Interests at the time of the funding of each such Loan.
           If a General Partner reasonably determines that the
Partnership requires a Special Shortfall Loan as contemplated by the
preceding paragraph, such General Partner shall give the other
Partners notice (each a "Special Shortfall Notice") setting forth
the specific purpose for which such Special Shortfall Loan is
required and the amount required to be loaned by each Partner
(determined as provided above).  Each Partner within 20 days of
giving or receiving, as the case may be, a Special Shortfall Notice
shall deposit the amount required to be loaned by such Partner in an
account Approved by the General Partners and such funds shall be
applied to the purposes Approved by the General Partners consistent
with such Special Shortfall Notice.  Each Special Shortfall Loan
shall mature on the tenth anniversary of the funding of such Loan,
or upon the earlier termination of the Partnership.
           The obligations of DW, Wilson and Ream under this Section
3.02(c) shall continue in full force and effect notwithstanding the
conversion of any of them to Limited Partners pursuant to Section
3.03 and shall be binding upon their respective heirs, executors,
administrators, legal representatives, successors and permitted
assigns and enforceable against them as provided in Section 3.02(e).
           First Shortfall Loans, Additional Shortfall Loans and
Special Shortfall Loans are sometimes collectively referred to
herein as "Shortfall Loans".
           (d)  Each Shortfall Loan shall be evidenced by a note
for each lending Partner maturing as provided in this Section 3.02,
setting forth the principal amount of the Shortfall Loan made by
such lending Partner and providing for the accrual of interest at
the Prime Rate from the date such Shortfall Loan was made pursuant
to this Section 3.02.  Except as provided in the succeeding
sentence, each note shall provide that the principal thereof and the
interest thereon shall be due and payable ratably with all other
such notes then outstanding.  The notes shall be due and payable as
follows:  (i) current accrued and unpaid interest earned on the
notes during any fiscal year of the Partnership shall be due and
payable to the extent of, or out of, 100% of the Adjusted Cash Flow
for such year, such current interest to be paid quarterly; (ii)
unpaid principal on the First Shortfall Loans made by DW shall be
due and payable quarterly to the extent of, or out of, 100% of the
Adjusted Cash Flow for any fiscal year of the Partnership remaining
after payments pursuant to (i) above; (iii) accrued and unpaid
interest earned on the notes during prior fiscal years of the
Partnership and the principal of the notes (other than principal on
the First Shortfall Loans made by DW) shall be due and payable
quarterly to the extent of, and out of, 100% of any Adjusted Cash
Flow remaining after payments pursuant to (i) and (ii) above; (iv)
accrued and unpaid interest (whenever earned) on and principal of
(including principal on the First Shortfall Loans) the notes shall
be due and payable to the extent of, and out of, 100% of all
Adjusted Capital Proceeds; and (v) accrued and unpaid interest
(whenever earned) on and principal of (including principal on the
First Shortfall Loans) the notes shall be due and payable at
maturity thereof.  All payments with respect to the notes shall be
subordinate with respect to all indebtedness of the Partnership to
unaffiliated third parties incurred in accordance with this
Agreement.  No Partner shall be personally liable to pay any
indebtedness evidenced by such notes, and in the event any judgment
is obtained by the payee of any such note, enforcement of such
judgment shall be limited and restricted to Adjusted Cash Flow and
Adjusted Capital Proceeds and any other assets of the Partnership.
           (e)  DW has agreed to make its Shortfall Loans in
reliance upon the other Partners' agreements to make their Shortfall
Loans, and the other Partners have agreed to make their Shortfall
Loans in reliance upon DW's agreement to make its Shortfall Loans. 
The parties acknowledge that such agreements were an inducement,
sine qua non, to make their investments in the Partnership and,
accordingly, that the performance of such agreements is the basis,
sine qua non, on which each of the Partners is to be entitled to
receive its interest in Net Cash Flow, Capital Proceeds and each
item of income, gain, loss, deduction or tax credit of the
Partnership.  Therefore, in the event that DW fails to make any
Shortfall Loan pursuant to this Section 3.02, in whole or in part,
within the time specified in this Section 3.02 for such Shortfall
Loan, the other General Partners may send an additional notice to DW
setting forth such fact and the amount unpaid, and DW shall have a
further period of 10 days to make the full amount of such Shortfall
Loan.  If at the end of such 10-day period DW shall still have
failed to make such Shortfall Loan, in whole or in part, the other
Partners may make such Shortfall Loan.  If the other Partners make
such Shortfall Loan to the Partnership, the Partnership Interests of
DW and the other Partners shall each automatically be modified as of
the date of such loan so that (y) the Partnership Interest of each
Partner (other than DW) shall then be the sum of (i) such Partner's
Partnership Interest prior to the making of such loan by such
Partner plus (ii) 1/10 of 1% for every $5,000 (pro rated for any
portion thereof) then being loaned by such Partner in lieu of the
amount required to be loaned by DW; and (z) the Partnership Interest
of DW shall then automatically become 100% minus the aggregate of
the Partnership Interests (adjusted as aforesaid) of the other
Partners.
           In the event that any Partner (other than DW) fails to
make any Shortfall Loan pursuant to this Section 3.02 (and no other
Partner shall have made such Mandatory Shortfall Loan on his or its
behalf), in whole or in part, within the time specified in this
Section 3.02 for such Shortfall Loan, DW may send an additional
notice to such Partner (with a copy to the other General Partners)
setting forth such fact and the amount unpaid, and such Partner
shall have a further period of 10 days to make the full amount of
such Shortfall Loan.  If at the end of such 10-day period such other
Partner shall still have failed to make such Shortfall Loan, in
whole or in part, DW may make the Shortfall Loan required of such
other Partner.  If DW makes such Shortfall Loan to the Partnership,
the Partnership Interests of DW and such other Partner shall each
automatically be modified as of the date of such loan so that (yy)
the Partnership Interest of DW shall then be the sum of (A) its
Partnership Interest prior to the making of such loan by DW plus (B)
1/10 of 1% for every $5,000 (prorated for any portion thereof) then
being loaned by DW in lieu of the amount required to be loaned by
such other Partner; and (zz) the Partnership Interest of such other
Partner shall then automatically become 100% minus the aggregate of
the Partnership Interests (adjusted as aforesaid) of all Partners
(other than the Partner whose Partnership Interest is being adjusted
pursuant to this clause (zz)).
           The foregoing rights under this Section 3.02(e) shall be
the sole remedy against DW or any other Partner for failing to make
any Shortfall Loan.  If at any time the adjustments to Partnership
Interests pursuant to this Section 3.02(e) would cause a technical
termination of the Partnership under Section 708 of the Code, the
effectiveness of such adjustments shall, unless otherwise determined
by the Partner(s) funding such Shortfall Loan, automatically be
delayed until the earliest time at which they could be made without
causing such a termination.
           In the event that the Partnership Interest of DW shall be
reduced below 20% for any reason, including as a result of dilution
of Partnership Interests pursuant to this Agreement, the other
General Partners shall have the right, in their sole discretion, to
cause DW's general Partnership Interests in the Partnership to be
converted to limited Partnership Interests in accordance with
Section 3.03.
           The provisions of this Section 3.02 shall inure solely to
the benefit of the Partners and are not made for and shall not
benefit any third party.  In no event shall any person other than a
Partner have any right to enforce the obligations of the General
Partners to make Shortfall Loans as provided in this Section 3.02.
           (f)  As used in this Agreement, the following terms
shall have the meanings set forth below:
           "Adjusted Capital Proceeds" shall mean Capital Proceeds
(as defined in Section 5.01) without reduction for any interest or
principal payments on Shortfall Loans or for payments of the
Investment Management Fee pursuant to Section 2.12.
           "Adjusted Cash Flow" shall mean Net Cash Flow (as defined
in Section 4.01) without reduction for any interest or principal
payments on Shortfall Loans or for payments of the Investment
Management Fee pursuant to Section 2.12.
           "Prime Rate" shall mean a rate equal to the sum of the
rate publicly announced by Chemical Bank from time to time at its
principal office in New York, New York, as its prime rate (or
equivalent rate) plus 1% per year (based on the actual number of
days elapsed in a 360-day year and with any change in the Prime Rate
being effective as of the date announced) , compounded monthly, but
in no event greater than the highest rate permitted by applicable
law.
           SECTION 3.03.  Conversion of a General Partner.  Various
provisions of this Agreement provide that, upon the occurrence of
specified events ("Conversion Events"), a General Partner(s) of the
Partnership (the "Former General Partner(s)") may be converted to a
Limited Partner(s) of the Partnership automatically upon the
occurrence of a Conversion Event or at the direction of some other
Partner (the "Directing Partner").  In the case of such conversions
requiring action by the Directing Partner, the Directing Partner may
at any time within 60 days of receiving actual written knowledge of
a Conversion Event deliver a notice to all Partners directing that
such a conversion occur, effective upon the date of said delivery.
           Upon any conversion of Wilson's general Partnership
Interests under this Section, DW shall have the right, in its sole
discretion, to terminate the Initial Management Agreement and all
other agreements entered into between the Partnership and Wilson or
his affiliates.  A conversion under this Section shall not affect
any liabilities of the Former General Partner(s) arising with
respect to the period prior to the date of said conversion and,
except as provided in Section 3.02(c), the Former General Partner(s)
shall following such conversion (i) only have such liabilities to
the Partners and third parties as a Limited Partner would have
hereunder and under California law with respect to the period
following such conversion, (ii) have no rights thereafter as a
General Partner, or as Wilson, Ream or DW, as the case may be,
hereunder and (iii) only have such rights as a Limited Partner
hereunder.  Notwithstanding the foregoing sentence, any Former
General Partner(s) shall have the same right to receive Net Cash
Flow, Capital Proceeds, and each item of income, gain, loss,
deduction or tax credit of the Partnership as it would have had if
not so converted.
           Upon the conversion of the Partnership Interests of
Wilson or Ream under this Section (or upon the purchase of the
Partnership Interests of either of them by DW), their rights
hereunder which are exercisable by them jointly shall automatically
be exercisable by whichever of them remains a General Partner
hereunder.
           This Agreement shall be deemed amended to reflect a
conversion pursuant to this Section or the dilution of a Partner's
Partnership Interest pursuant to Section 3.02(e) without any action
required of the Partners and the Partners agree to execute all
documents, agreements and instruments and to do all things necessary
to give effect to this Section and Section 3.02 (e) and the General
Partners (other than DW) hereby grant an irrevocable power of
attorney to DW, and DW hereby grants an irrevocable power of
attorney to such other General Partners, to execute and deliver all
such instruments, documents and agreements on their behalf, and each
such power of attorney is coupled with an interest and is
irrevocable.
                          ARTICLE IV
                 Distribution of Net Cash Flow
           SECTION 4.01.  Definition of Net Cash Flow.  As used
herein, the term "Net Cash Flow" for any period shall mean Gross
Income for such period minus (i) Operating Expenses, (ii) payments
on indebtedness of the Partnership (including Shortfall Loans),
(iii) leasing commissions, (iv) capital expenditures, (v) costs of
putting any tenant into possession and (vi) payments required
pursuant to Section 2.12, in each case for the same period.  "Gross
Income" in respect of any period shall mean the gross amount of all
revenues received by the Partnership, calculated on a cash or
accrual basis, whichever is less, for such period, including rent,
additional rent, insurance proceeds paid in respect of a business
interruption or rental income interruption and distributions to the
Partnership from Campus Drive (other than distributions of "Capital
Proceeds" as defined in the Campus Drive Partnership Agreement), but
shall not include capital contributions, Shortfall Loans or other
loans by the Partners to the Partnership or Capital Proceeds. 
"Operating Expenses" in respect of any period shall mean the total
amount of all costs and expenses accrued by the Partnership in
connection with the collection of Gross Income and in the
maintenance, management, administration, operation, repair and
replacement (other than capital improvements) of the Property for
such period, including, without limitation, advertising costs; real
and personal property taxes, assessments and other charges; all
taxes upon the gross rental income derived from the Property; water
and sewer charges; insurance premiums; annual charges for licenses,
permits and inspections; heat, lights, power, steam, and any other
utility charges; janitorial services; maintenance and service
agreements on equipment servicing the Property; window cleaning;
garbage services; costs of air conditioning; costs of supplies,
materials, equipment and tools; the cost of contesting the
applicability to the Property or the validity of any statute,
ordinance, rule or regulation affecting the Property; attorneys' and
accountants' fees incurred in connection with the ordinary course of
business; and reasonable reserves for working capital, capital
expenditures and contingencies.
           SECTION 4.02.  Distribution of Net Cash Flow.  Within 30
days after the end of each fiscal quarter, Net Cash Flow for such
fiscal quarter shall be distributed among the Partners pro rata in
accordance with their Partnership Interests.
                     ARTICLE V
                Proceeds of Sale and Refinancing
           SECTION 5.01.  Distribution of Capital Proceeds.  (a)  As
used herein, the term "Capital Proceeds" shall mean any net proceeds
(including distributions to the Partnership from Campus Drive of
"Capital Proceeds" as defined in the Campus Drive Partnership
Agreement) after payment of all Partnership debts (other than
accounts payable incurred in the ordinary course of business which
are reserved for) then due and payable (including, without
limitation, all Shortfall Loans and other borrowings of the
Partnership, discount points, sales expenses, legal costs, marketing
costs, loan fees, and any other costs associated with the sale,
exchange, condemnation, casualty or other disposition of the
Property or a part thereof), the establishment of appropriate
reserves as Approved by the General Partners and the making of
payments required pursuant to Section 2.12 arising from (i) the
sale, exchange, or other disposition of the Partnership Assets or
any part thereof or underlying interest associated therewith or (ii)
the financing or refinancing (but not including any loans made by
Partners), condemnation (or transfer in lieu thereof) or casualty of
the Partnership Assets or any part thereof or underlying interest
associated therewith (to the extent such proceeds of casualty or
condemnation are not used for repair or restoration and excluding
insurance proceeds paid in respect of a business interruption or
rental income interruption) (a "Capital Transaction").
           (b)  Capital Proceeds shall be distributed among the
Partners pro rata in accordance with their Partnership Interests;
provided, however, that Capital Proceeds from a disposition of all
or substantially all the Partnership Assets and any Capital Proceeds
distributed upon liquidation shall be distributed in accordance with
the Partners' capital accounts as adjusted pursuant to Article VI
for all Partnership operations up to and including such liquidation.
                          ARTICLE VI
                      Profits and Losses
           SECTION 6.01.  Capital Accounts.  There shall be
established for each Partner on the books of the Partnership a
capital account.  The capital account of each Partner on the Closing
Date shall be as set forth in Exhibit C.  Each Partner's capital
account on the Closing Date shall thereafter be credited with the
amount of all cash contributions by a Partner to the Partnership
made after the Closing Date.  It shall be increased by the amount of
any income or gain allocated to a Partner pursuant to Sections 6.02
and 6.03 and by the Partner's share of any income of the Partnership
exempt from tax, and decreased by (i) the amount of all losses
allocated to a Partner pursuant to Sections 6.02 and 6.04 and by the
Partner's share of any expenditures of the Partnership not
deductible in computing its taxable income and not properly
chargeable to the capital account and (ii) all amounts distributed
to a Partner (and not returned by such Partner) pursuant to Sections
4.02 and 5.01.  The making, repayment and payment of interest on
loans by Partners to the Partnership (including Shortfall Loans)
shall not affect capital accounts.  Unless such income or
expenditures is directly traceable to any Partner, each Partner's
share of income of the Partnership exempt from tax and of any
expenditures of the Partnership not deductible in computing its
taxable income and not properly chargeable to capital account for
any fiscal year shall equal such Partner's share of the
Partnership's net profits or losses (as the case may be) for such
fiscal year.
           SECTION 6.02.  Net Profits and Losses.  Subject to
Sections 6.03 and 6.04, the net profits and losses of the
Partnership and each item of income, gain, loss, deduction or credit
entering into the computation thereof shall be allocated among the
Partners and credited to the capital accounts of the Partners and
credited to the capital accounts of the Partners in accordance with
their respective Partnership Interests; provided, however, that
until DW's capital account equals zero all net losses of the
Partnership shall be allocated 100% to DW.  Notwithstanding anything
else contained herein, any depreciation or other tax benefits
attributable to the Step-Up shall be allocated solely to DW.
           SECTION 6.03.  Capital Profits.  The net profits of the
Partnership arising from a Capital Transaction (whether of the
Partnership or campus Drive) shall be allocated among, and credited
to the capital accounts of, the Partners in the following order of
priority:
           (a)  first, an amount of net profits equal to the
aggregate negative capital accounts (as reflected on the books of
the Partnership immediately prior to such Capital Transaction after
allocating all net profits and losses and charging for prior
distributions) of all Partners who have such negative capital
accounts shall be allocated among such Partners in proportion to
their respective negative capital accounts;
           (b)  second, an amount of any remaining net profits
equal to the excess of (x) the Capital Proceeds to be distributed to
the Partners with respect to such Capital Transaction pursuant to
Section 5.01 (without regard to the proviso set forth in Section
5.01(b)), over (y) the aggregate capital accounts (as adjusted to
reflect the allocation of net profits pursuant to subparagraph (a)
above) of all Partners shall be allocated among all Partners to whom
such Capital Proceeds are to be distributed in proportion to their
respective shares of such excess of (x) over (y) in order to bring
the capital account balance of each Partner up to an amount equal to
the amount of Capital Proceeds to be distributed to such Partner
pursuant to Section 5.01 (without regard to the proviso set forth in
Section 5.01(b)); and
           (c)  any remaining net profits shall be allocated in the
same proportions that an amount of Capital Proceeds equal to such
remaining net profits would be distributed pursuant to Section 5.01
were such Capital Proceeds to be distributed in addition to the
Capital Proceeds actually distributed to the Partners pursuant to
Section 5.01 (without regard to the proviso set forth in Section
5.01(b)).
           SECTION 6.04.  Capital Losses.  The net losses of the
Partnership arising from a Capital Transaction (whether of the
Partnership or Campus Drive) shall be allocated among and charged to
the capital accounts of the Partners in the following order of
priority:
           (a)  first, an amount of loss equal to the excess of (x)
the aggregate positive capital accounts (as reflected on the books
of the Partnership prior to such Capital Transaction) of all
Partners who have positive capital accounts over (y) the aggregate
Capital Proceeds to be distributed to such Partners with respect to
such Capital Transaction pursuant to Section 5.01 (without regard to
the proviso set forth in Section 5.01(b)) shall be allocated among
such Partners in proportion to their respective shares pursuant to
Section 5.01 (without regard to the proviso set forth in Section
5.01(b)) of such excess of (x) over (y); and 
           (b)  any remaining loss shall be allocated among
Partners pro rata in accordance with their Partnership Interests.
           SECTION 6.05.  Distribution in Kind.  In case any of the
assets of the Partnership are distributed in kind, the capital
account of the Partners receiving such assets shall be adjusted as
if the Partnership had sold the distributed assets for their fair
market value on the date of distribution and the resulting gain or
loss had been allocated to the Partners pursuant to Section 6.03 or
6.04, as the case may be.
           SECTION 6.06.  Depreciation Recapture.  Any gain
recognized upon a Capital Transaction that is characterized as
ordinary income pursuant to Sections 1245 or 1250 of the Code and
any recapture of investment tax credit shall, to the extent
possible, without increasing the total gain allocated to a Partner
on such Capital Transaction pursuant to Section 6.03, be allocated
to the Partners in the same proportions that the Partners shared the
depreciation deductions giving rise to such ordinary income or such
investment tax credit.
           SECTION 6.07.  Definition of Net Profits and Losses.  The
"net profits" and "net losses" of the Partnership shall be the net
profits and losses of the Partnership for Federal income tax
purposes as determined by the independent public accountants
referred to in Section 2.07(c) and Approved by the General Partners.
                          ARTICLE VII
                    Transfers; Termination
           SECTION 7.01.  Transfer of General Partner's Interests. 
(a)  A General Partner may sell, assign, mortgage, pledge, grant a
security interest in or otherwise transfer its Partnership Interest,
whether voluntarily or by operation of law, only as provided in this
Agreement.  Any unpermitted sale, assignment, mortgage, pledge or
transfer of, or grant of a security interest in, the Partnership
Interest of a General Partner shall be null and void.
           (b)  Except as provided in Sections 2.11, 7.03(d) and
(f) and 7.07, neither a proposed additional General Partner in the
Partnership nor a proposed successor to a withdrawing, retiring or
removed General Partner shall be admitted as a General Partner
unless such person is accepted as a General Partner by all the other
General Partners.  Such proposed additional or successor General
Partner shall be admitted as a General Partner immediately after
such acceptance is given and upon such person's assumption, in
writing, of all the rights, powers and obligations of a General
Partner under this Agreement.
           (c)  Wilson agrees that he (i) shall, at all times while
William Wilson & Associates is the Manager, be active in the
management and decision-making process of such corporation and own
at least 51% of the stock thereof, (ii) shall own (individually or
together with his Permitted Transferees, as defined in Section
9.13), at all times, Partnership Interests (general and/or limited)
aggregating at least 10% and (iii) shall not sell, assign, mortgage,
pledge, grant a security interest in or otherwise transfer any
portion of such Partnership Interests in the Partnership without the
prior written approval of DW or as otherwise permitted by this
Agreement; provided, however, that Wilson may assign portions of his
Partnership Interest (in the form of limited Partnership Interests)
to (x) his Permitted Transferees (provided that such transfer is
subject to a limitation that no further assignment, sale, mortgage,
pledge or other transfer of such interest may be made except to
Wilson or a Permitted Transferee of Wilson) and (y) to third parties
so long as after giving effect to such assignment Wilson
(individually or together with his Permitted Transferees) shall
retain Partnership Interests aggregating at least 10%.  If Wilson
fails, at any time, to satisfy any of the requirements set forth in
this Section 7.01(c) for any reason, including as a result of any
dilution pursuant to the terms of this Agreement or as a result of
the decision of any court or other governmental body, DW shall have
the right (which shall be its sole remedy for a breach of these
requirements), exercisable in its sole discretion within 90 days
after DW has knowledge of the event giving rise to such right, to
cause all of Wilson's Partnership Interests to be converted to
limited Partnership Interests pursuant to Section 3.03 and/or to
terminate the Initial Management Agreement and/or to terminate all
other agreements entered into between the Partnership and Wilson or
his affiliates.
           (d)  Ream agrees that he (i) shall, at all times while
the Ream Company is the Manager, if any, be active in the management
and decision-making process of such corporation and own at least 51%
of the stock thereof, (ii) shall own (individually or together with
his Permitted Transferees), at all times, Partnership Interests
(general and/or limited) aggregating at least 10% and (iii) shall
not sell, assign, mortgage, pledge, grant a security interest in or
otherwise transfer any portion of such Partnership Interests in the
Partnership without the prior written approval of DW or as otherwise
permitted by this Agreement; provided, however, that Ream may assign
portions of his Partnership Interest (in the form of limited
Partnership Interests) to (x) his Permitted Transferees (provided
that such transfer is subject to a limitation that no further
assignment, sale, mortgage, pledge or other transfer of such
interest may be made except to Ream or a Permitted Transferee of
Ream) any (y) to third parties so long as after giving effect to
such assignment Ream (individually or together with his Permitted
Transferees) shall retain Partnership Interests aggregating at least
10%.  If Ream fails, at any time, to satisfy any of the requirements
set forth in this Section 7.01(d) for any reason, including as a
result of any dilution pursuant to the terms of this Agreement or as
a result of the decision of any court or other governmental body, DW
shall have the right (which shall be its sole remedy for a breach of
these requirements), exercisable in its sole discretion within 90
days after DW has knowledge of the event giving rise to such right,
to cause all of Ream's Partnership Interests to be converted to
limited Partnership Interests pursuant to Section 3.03 and/or to
terminate all agreements (including any management agreement)
entered into between the Partnership and Ream or his affiliates.
           (e)  Denison agrees that if he shall become a General
Partner of the Partnership pursuant to Section 2.11, he (i) shall
own (individually or together with his Permitted Transferees), at
all times thereafter, Partnership Interests (general and/or limited)
aggregating at least 10% and (ii) shall not thereafter sell, assign,
mortgage, pledge, grant a security interest in or otherwise transfer
any portion of such Partnership Interests in the Partnership without
the prior written approval of DW or as otherwise permitted by this
Agreement; provided, however, that Denison may assign portions of
his Partnership Interest (in the form of limited Partnership
Interests) to his Permitted Transferees (provided that such transfer
is subject to a limitation that no further assignment, sale,
mortgage, pledge or other transfer of such interest may be made
except to Denison or a Permitted Transferee of Denison).  If Denison
fails, at any time, to satisfy any of the requirements set forth in
this Section 7.01(e) for any reason, including as a result of any
dilution pursuant to the terms of this Agreement or as a result of
the decision of any court or other governmental body, DW shall have
the right (which shall be its sole remedy for a breach of these
requirements), exercisable in its sole discretion within 90 days
after DW has knowledge of the event giving rise to such right, to
cause all of Denison's Partnership Interests to be converted to
limited Partnership Interests pursuant to Section 3.03.
           SECTION 7.02.  Options on Bankruptcy, Etc.  (a)  If DW
shall be bankrupt, then the other General Partners (at their option)
shall have the right, in addition to any other rights or claims for
damages or specific performance, to purchase the entire Partnership
Interest of DW at the fair market value thereof (as determined
pursuant to Section 7.09) and/or to cause DW's entire Partnership
Interest to be converted to a limited Partnership Interest pursuant
to Section 3.03.  Any purchase of the Partnership Interests of DW
hereunder shall be consummated within 90 days after the final
determination of the purchase price therefor and the purchase price
shall be paid by certified check or by wire transfer of immediately
available funds to an account to be designated by DW.
           (b)  If any General Partner (other than DW) shall be
bankrupt (such General Partner being hereinafter called the
"Bankrupt Partner"), then DW (at its option) shall have the right,
in addition to any other rights or claims for damages or specific
performance, to purchase the entire Partnership Interest of the
Bankrupt Partner at the fair market value thereof (as determined
pursuant to Section 7.09) and/or to cause such Bankrupt Partner's
entire Partnership Interest to be converted to a limited Partnership
Interest pursuant to Section 3.03.  Any purchase of the Partnership
Interests of the Bankrupt Partner hereunder shall be consummated
within 90 days after the final determination of the purchase price
therefor and the purchase price shall be paid by certified check or
by wire transfer of immediately available funds to an account to be
designated by the Bankrupt Partner.
           (c)  If any General Partner shall be dead, insane,
incompetent, incapacitated, dissolved, liquidated or its existence
shall be otherwise terminated, such General Partner's entire
Partnership Interest shall automatically, without further act by any
Partner, become converted to a limited Partnership Interest pursuant
to Section 3.03 as of the date of the occurrence of such event.
           SECTION 7.03.  Right of First Offer.  (a)  At any time
after the eighth anniversary of the Closing Date if there shall be
more than one General Partner the Partners (other than DW) as a
group (the "Other Partners") shall have the right to sell all (but
not part) of their Partnership Interests to any third party and DW
shall have the right to sell all (but not part) of its Partnership
interests to any third party;   provided, however, that DW shall
first be obligated to offer to sell all its Partnership Interests to
the Other Partners (the "Other General Partners"), and the Other
Partners shall first be obligated to offer to sell all their
Partnership Interests to DW, in each case pursuant to the provisions
of this Section 7.03; provided, further, that upon the sale of any
General Partnership Interests by any of the Other General Partners
pursuant to this Section 7.03 (other than to DW) such general
Partnership Interests shall automatically be deemed converted to
limited Partnership Interests pursuant to Section 3.03.  In order to
initiate its right to sell its Partnership Interests to a third
party, the Other Partners or DW, as the case may be (hereinafter
called "Seller") shall deliver a notification to the General Partner
or General Partners, as the case may be, entitled pursuant to the
preceding sentence to be given a right of offer (the "First Offer
Notification") describing a proposed offer to sell such Partnership
Interests for a price specified in such First Offer Notification
(the "First Offer Sale Price").  The First Offer Notification shall
(i) advise that Seller desires to sell all its Partnership Interests
to a third party (which third party need not be named or then
known), (ii) state the proposed First Offer Sale Price, (iii) set
forth the other material terms of the proposed offer, which must
include an earnest money deposit equal to at least 5% of the cash
portion of the First Offer Sale Price (the "First Offer Deposit")
and a statement of who will pay for transfer taxes and other closing
costs (the "Other First Offer Sale Terms"), and (iv) give DW or the
Other General Partners, as the case may be, the option to purchase
such Partnership Interests at the First Offer Sale Price and upon
the Other First Offer Sale Terms or to consent to the sale of the
Partnership Assets (which in the case of the Campus Drive Interest
may be through the sale of all such Interest or the underlying
property, as Seller may elect) at a price not less than a price
directly proportional to the First Offer Sale Price (e.g., if the
Selling General Partner's Partnership Interest is 50%, then all
Partnership Assets may be sold at a price equal to 200% of the First
Offer Sale Price) and consistent with the Other First Offer Sale
Terms.
           (b)  Within 30 days after the giving of the First Offer
Notification, DW or the Other General Partners, as the case may be,
shall give notice to the Seller (which in the case of the Other
Partners as a group as Seller may be given to any of the Other
General Partners as representative of the Other Partners) of either:
           (i)  Election to purchase such Partnership Interest, in
     which event such notice shall be sent with evidence that the
     First Offer Deposit has been paid to an escrow holder approved
     by the Seller, to be distributed as provided herein, together
     with appropriate acknowledgment under California law of the
     First Offer Deposit as liquidated damages in the event of a
     default; or
           (ii)  Election to consent to the sale of all the
     Partnership Assets, in which event the Seller shall use all
     reasonable efforts to arrange for such sale; or
           (iii)  Election not to purchase such Partnership Interest
     or to consent to the sale of all the Partnership Assets, in
     which event the Seller shall have the right to offer to sell
     and to sell such Partnership Interests to any third party upon
     terms and conditions no less favorable to the Seller than the
     First Offer Sale Price and the Other First Offer Sale Terms;
     provided such a sale is the subject of a binding contract
     within 12 months of, and closes within 18 months of, the
     giving of the First Offer Notification.
If DW or the Other General Partners, as the case may be, do not give
notice to the Seller in answer to the First Offer Notification
within the 30-day period as provided herein, it or they shall be
deemed to have given the answer set forth in clause (iii) above.
           (c)  The closing of any purchase and sale of Partnership
Interests pursuant to Section 7.03 (b) (i) shall take place not
later than 180 days after the Seller gives the First Offer
Notification.
           (d)  At the closing of the sale of Partnership Interests
pursuant to Section 7.03(b)(i) or (iii), the Partnership and the
Partners shall execute and deliver such instruments as shall be
appropriate to transfer such Partnership Interests and, if
necessary, in the case a sale by the Other Partners to admit such
purchaser as a Limited Partner (and in the case of a sale by DW, to
admit such purchaser as a General Partner), such purchaser shall
simultaneously pay to the Seller the cash portion of the First Offer
Sale Price (less the amount of the First Offer Deposit already paid,
which shall be released from escrow to the Seller) and the Partners
and the purchaser shall perform the Other First Offer Sale Terms to
be performed by them.
           (e)  In the event that DW or the Other General Partners,
as the case may be, default in any obligation to purchase a
Partnership Interest pursuant to this Section 7.03, then the Seller
shall be paid the First Offer Deposit as liquidated damages and may,
at any time for a period of 18 months after such default, sell all
its Partnership Interests to any person at such price and on such
terms as Seller may determine.
           (f)  At any time after the eighth anniversary of the
Closing Date if there shall be only one General Partner such General
Partner shall have the right to sell all (but not part) of its
Partnership Interests (general and limited) to any third party,
subject to the limitations of this Section 7.03(f).  In order to
initiate its right to sell all its Partnership Interests to a third
party, such General Partner shall deliver to the Limited Partners a
notification (the "Sole GP Notification") which shall (i) advise
that such General Partner desires to sell all its Partnership
Interests to a third party (which third party and the terms of such
sale need not be specified or then known) and (ii) give the Limited
Partners the option to consent to the sale of all the Partnership
Assets (which in the case of the Campus Drive Interest may be
through the sale of such Interest or the underlying property, as
such General Partner may elect) on such terms as such General
Partner, in good faith, deems to be fair and reasonable.  Within 30
days after the giving of the Sole GP Notification, a majority in
interest of the Limited Partners (based upon Partnership Interests)
shall give notice to such General Partner of either:
           (i)  Election to consent to the sale of all the
     Partnership Assets, in which event such General Partner shall
     use all reasonable efforts to arrange for such sale; or
           (ii)  Election not to consent to the sale of all the
     Partnership Assets, in which event such General Partner shall
     have the right at any time thereafter to offer to sell and to
     sell all its Partnership Interests to any third party upon
     such terms and conditions as it in its sole discretion deems
     appropriate; provided such a sale closes within 18 months of
     the giving of the Sole GP Notification.
If a majority in interest of the Limited Partners (based upon
Partnership Interests) does not give notice to the General Partner
in answer to the Sole GP Notification within the 30-day period as
provided herein, they shall be deemed to have given the answer set
forth in clause (ii) above.  At the closing of any purchase and sale
of Partnership Interests pursuant to this Section 7.03(f), the
Partnership and the Partners shall execute and deliver such
instruments as shall be appropriate to transfer such Partnership
Interests and admit such purchaser as the General Partner.
           SECTION 7.04.  Transfer of Limited Partner's Interests. 
(a)  The bankruptcy, dissolution, death, insanity, incompetency or
legal incapacity of a Limited Partner shall not dissolve or
terminate the Partnership.  Upon the occurrence of any such event,
the legal representative of such Limited Partner shall be deemed to
be the assignee of such Limited Partner's Partnership Interest and
may become a substituted Limited Partner upon the terms and
conditions set forth in Section 7.05.
           (b)  A Limited Partner may sell, assign, mortgage,
pledge, grant a security interest in or otherwise transfer its
Partnership Interest, whether voluntarily or by operation of law,
only as provided in this Agreement.  Any unpermitted sale,
assignment, mortgage, pledge or transfer of, or grant of a security
interest in, the Partnership Interest of a Limited Partner shall be
null and void.  Except as otherwise provided in this Agreement, a
Limited Partner may assign all or any portion of its Partnership
Interest to a Permitted Transferee of such Limited Partner.  A
Limited Partner may assign all (but not part) of its Partnership
Interest to a third party if such assignment is Approved by the
General Partners, such approval not to be unreasonably withheld. 
Any other assignment by a Limited Partner of its Partnership
Interest may occur only if Approved by the General Partners, which
approval may be arbitrarily withheld.  Upon any approved assignment
pursuant to this Section 7.04(b), the assignee of such interest
shall become a substituted Limited Partner only upon the terms set
forth in Section 7.05.
           SECTION 7.05.  Substituted Limited Partners.  (a)  If
Approved by the General Partners (which approval may be granted or
denied in their sole discretion), any person who acquires the
Partnership Interest, or any part thereof, of a Partner may be
admitted as a substituted Limited Partner.
           (b)  The admission of an assignee as a substituted
Limited Partner shall be conditioned upon the assignee's written
acceptance and adoption of all the terms and provisions of this
Agreement.  Any such assignee not admitted as a substituted Limited
Partner shall not have any rights of a Limited Partner but shall
have only the right to receive a ratable portion of the Net Cash
Flow, Capital Proceeds and net profits and losses relating to the
Partnership Interest or part thereof assigned.
           (c)  Any person who acquires all or any part of a
Partner's Partnership Interest shall, whether or not admitted to the
Partnership as a Partner, acquire the rights to the ratable portion
of the Net Cash Flow, Capital Proceeds, and net profits and losses
relating to such Partnership Interest or part thereof assigned.
           SECTION 7.06.  Restrictions on Transfer.  (a)  In
addition to any other limitations contained in this Agreement, no
Partner shall assign, sell, mortgage, pledge, grant a security
interest in or otherwise transfer, whether voluntarily or by
operation of law, its Partnership Interest or its share of the net
profits and losses, Net Cash Flow or Capital Proceeds (i) for a
period of 18 months following the Closing Date, (ii) unless such
Partner complies with the applicable provisions of Federal and state
securities laws or (iii) at any time prior to the eighth anniversary
of the Closing Date if such action would cause a technical
termination of the Partnership under Section 708 of the Code.
           (b)  Notwithstanding anything contained in this
Agreement to the contrary, no Partner shall be permitted to assign,
sell, mortgage, pledge, grant a security interest in or otherwise
transfer its Partnership Interest or its share of the net profits
and losses, Net Cash Flow or Capital Proceeds after a General
Partner has given a First Offer Notification or a Sole GP
Notification if the effect of such action would be to prevent such
General Partner from selling its Partnership Interest pursuant to
Section 7.03 as a result of the restrictions contained in Section
7.06(a).  The foregoing restriction shall remain in effect until
such General Partner has so sold its Partnership Interest pursuant
to Section 7.03 or until the right to so sell its Partnership
Interest after giving any such notice shall expire, whichever shall
occur first.
           SECTION 7.07.  Syndication.  Notwithstanding anything to
the contrary contained in this Agreement, POP/DW Associates, a
California Limited Partnership ("POP/DW") , a general partner of DW,
shall have the right (in its sole discretion) at any time, to
implement a plan of syndication (the "Plan of Syndication") of the
limited partnership interests in POP/DW and/or to assign all or any
portion of its partnership interests in DW to Dean Witter Realty
Growth Properties, L.P.  ("Growth Properties") (and, in the case of
an assignment of all its partnership interests in DW to Growth
Properties, Growth Properties may become a General Partner hereunder
and assume all the rights and obligations of DW hereunder provided
that Growth Properties agrees in writing to be bound hereby). 
Additionally, the partnership interests of DW (and of its partners)
shall be subject only to those transfer restrictions, if any, which
DW (or its partners), in their sole discretion, shall elect to
impose; provided, however, that at all times (except after a sale by
DW of its Partnership Interests pursuant to Section 7.03) an
affiliate of Dean Witter Reynolds Inc. or a person controlled by
John J. Preotle, Jr., William B. Smith, E. Davisson Hardman, Jr.,
Warren B. Lane and Peter J. Carr, or any of them, or of which any of
them shall be general partners, shall be or remain a general partner
of DW.  All Partners agree to cooperate fully with DW and POP/DW in
connection with the implementation of the Plan of Syndication but
only to the extent that such cooperation does not make them an
"issuer" under the Securities Act of 1933, as amended (the
"Securities Act"), or does not otherwise create additional liability
for them under the Securities Act or the Securities Exchange Act of
1934, as amended (the "Exchange Act").  POP/DW agrees to permit the
other General Partners to review and approve all offering materials
used in connection with the Plan of Syndication, such approval not
to be unreasonably withheld and to be deemed given if written
objection to such materials is not received by POP/DW within 15 days
after receipt of such materials by the other General Partners.  All
out-of-pocket expenses incurred by the General Partners in
connection with such review (up to a maximum of $5,000) shall be
reimbursed by the Partnership.  POP/DW agrees that the Plan of
Syndication will be conducted in accordance with all applicable
Federal and state securities laws.  POP/DW further agrees to
indemnify and hold harmless the Partners from and against any and
all losses, claims, damages, liabilities, costs and expenses
(including reasonable attorney's fees) to which they may become
subject under the Securities Act, Exchange Act, any other Federal or
state law, statute, or regulation, at common law or otherwise,
arising out of or based on (i) any untrue statement or alleged
untrue statement of a material fact made in connection with any sale
of limited partnership interest in POP/DW through the Plan of
Syndication, (ii) the omission or alleged omission to state a
material fact required to be stated or necessary to make the
statements made in connection with any such sale not misleading,
(iii) the failure to register or qualify such sales under the
Securities Act or under state securities laws or (iv) any violation
of any rule or regulation promulgated under the Securities Act, the
Exchange Act or any Federal or state statute or regulation
applicable to any such sale.  Notwithstanding anything to the
contrary contained in this Agreement, this indemnity shall not apply
to any losses, claims, damages or liabilities arising out of or
based upon any untrue statement of a material fact or omission of
any material fact made in reliance upon and in conformity with (i)
representations and warranties of the Partnership in the Purchase
Agreement or of Campus Drive in the Campus Drive Purchase Agreement
or (ii) information (including financial statements) furnished in
writing by any General Partner (other than DW) expressly for use in
connection with any such sale.
           SECTION 7.08.  Termination.  (a)  The Partnership shall
terminate upon the first to occur of any of the following events or
dates:
           (i)  by mutual agreement of the General Partners;
           (ii)  December 31, 2025;
           (iii)  the sale or other disposition of all the assets of
     the Partnership and receipt of consideration therefor; or
           (iv)  in the event of the bankruptcy, death, insanity,
     incompetence, liquidation, termination or legal incapacity of
     a General Partner (except in any case in which a General
     Partner which is a partnership shall be reconstituted by its
     remaining partners following any liquidation or dissolution
     caused by the legal incapacity of one or more of its
     partners), unless any of the remaining General Partners elect
     within 60 days of the termination required under this clause
     (iv) to continue the business of the Partnership for the
     balance of the term specified in Section 1.02.
           (b)  Contemporaneously with any disposition of the
Partnership Assets pursuant to any provision of this Article VII or
upon termination of the Partnership under Section 7.08(a), the
Partnership shall, to that extent (but only to the extent) of the
assets of the Partnership, discharge the obligations (including
establishment of necessary reserves) and pay the indebtedness of the
Partnership (including Shortfall Loans) and distribute the balance,
if any, of the assets of the Partnership to the Partners in the
order of priority set forth in Section 5.01.  After the foregoing
has been accomplished, the Partnership shall be deemed liquidated
and this Agreement shall terminate and no Partner shall have any
further rights or obligations hereunder.  The liquidation of the
Partnership and the termination of the business and affairs of the
Partnership shall be conducted by the General Partners jointly. 
During such period, the business and affairs of the Partnership
shall be conducted so as to maintain and preserve the assets of the
Partnership in a manner consistent with the liquidation of the
Partnership.
           SECTION 7.09.  Appraisal.  In the event that it becomes
necessary, under the terms of this Agreement, to determine the fair
market value of a Partnership Interest, such value shall be
determined by appraisal, made by a board of three reputable real
estate appraisers, each of whom shall be a member of the American
Institute of Real Estate Appraisers and shall have no disqualifying
interest, as that term is hereinafter defined.  One appraiser shall
be appointed by the person or persons holding such Partnership
Interest and a second appraiser shall be appointed by the Partner
desiring to purchase the same.  A third appraiser shall be appointed
by the first two appraisers.  If the first two appraisers are unable
to agree on a third appraiser within thirty (30) days after the
appointment of the second of them to be appointed, or if either side
refuses, is unable to or neglects to appoint an appraiser as herein
provided, then such third appraiser or such other appraiser whose
appointment was not made as aforesaid shall be appointed by the then
President of the American Institute of Real Estate Appraisers or
such successor body hereafter constituted exercising similar
functions, unless such President shall have any direct or indirect
financial or other business interest in any of the parties having a
power to appoint an appraiser, jointly or alone, other than
financial holdings of not more than one percent (1%) of the value of
any class of securities issued by any such party or by any
corporation or partnership affiliated therewith (hereinafter
referred to as a "disqualifying interest"), in which case the third
appraiser or such other appraiser whose appointment was not made as
aforesaid shall be appointed by the highest ranking officer of the
American Institute of Real Estate Appraisers or such successor body
who shall not have a disqualifying interest.  Each appraiser shall
within 60 days after the appointment of the third appraiser make his
valuation on the basis of the value of an interest irrespective of
the proportion of ownership or control of the Partnership such
interest represents or whether it is a general or limited
Partnership Interest.  If the determinations of any two or all three
of the appraisers shall be identical in amount, such amount shall be
deemed to be the fair market value of the interest in question.  If
the determinations of all three appraisers shall be different in
amount the highest value shall be averaged with the middle value
(the average being hereinafter referred to as Sum A), the lowest
appraised value shall be averaged with the middle value (the average
being hereinafter referred to as Sum B), and the fair market value
of the interest in question shall be determined as follows:
           (a)  if neither Sum A nor Sum B differs from the middle
appraised value by more than five percent (5%) of such middle
appraised value, then the fair market value of the interest in
question shall be deemed to be the average of the three appraisals;
           (b)  if either Sum A or Sum B (but not both of the sums)
differs from the middle appraised value by more than five percent
(5%) of such middle appraised value, then the fair market value of
the interest in question shall be deemed to be the average of the
middle appraised value and the appraised value closest in amount to
the middle value; and
           (c)  if both Sum A and Sum B differ from the middle
appraised value by more than five percent (5%) of such middle
appraised value, the appraisal shall have no force and effect, and
the fair market value of the interest in question shall be similarly
determined by a panel of three qualified real estate appraisers who
shall be members of the American Institute of Real Estate Appraisers
and who shall have no disqualifying interest.  Such panel shall be
appointed by the then President of the American Institute of Real
Estate Appraisers or such successor body hereafter constituted
exercising similar functions, unless such President shall have a
disqualifying interest, in which case the panel shall be appointed
by the highest ranking officer of the American Institute of Real
Estate Appraisers or such successor body hereafter constituted
exercising similar functions who shall not have a disqualifying
interest.
           The costs of this appraisal procedure shall be borne
equally by the buying and selling Partner.
                         ARTICLE VIII
                          Liabilities
           SECTION 8.01.  Liabilities.  The liabilities of the
Partnership or of the Partners and the partners in the Partners as a
part of or arising out of any of the activities of the Partnership
shall be covered by appropriate policies of public liability
insurance to be purchased by the Partnership.  (It being the
intention of the parties that all potential liabilities be covered
by insurance consistent with the Insurance Guidelines from time to
time Approved by the General Partners.)  In the event that any
liability arising out of any activities of the Partnership shall not
be adequately covered by such public liability insurance, the amount
of liability not so insured shall, subject to Section 8.02, first be
satisfied out of the assets of the Partnership, and if such assets
are not sufficient fully to satisfy the amount of the liability not
so insured each Partner which shall have been a General Partner
during such period shall be responsible for the balance of any
amount due in proportion to the amount its Partnership Interest
bears to the aggregate of the Partnership Interests of all such
General Partners; provided, however, that for purposes of this
Section 8.01 the aggregate Partnership Interests of the General
Partners (other than DW) shall be equal to the aggregate Partnership
Interests of all Partners (other than DW).  In the event a General
Partner shall have paid an amount in excess of its share of any such
liability, the other of such General Partners and the Limited
Partners to the extent of their interests in the Partnership shall
promptly reimburse such General Partner to the extent of such
excess.  Nothing in this Section 8.01 shall be deemed to affect the
obligations of the Partners to make capital contributions or
otherwise contribute funds to the Partnership pursuant to this
Agreement.
           SECTION 8.02.  Indemnification; No Recourse.  (a)  Each
Partner shall indemnify each other Partner and hold harmless each
such other Partner against and from all claims, demands, actions,
damages, losses, liabilities, costs and expenses which shall or may
arise by virtue of anything done or omitted to be done by the former
(or by any of its partners, agents, employees or other
representatives) which is outside the scope, or in breach of the
terms, of this Agreement or which constitutes gross negligence or
wilful misconduct.  Any Partner having any claim, demand, action or
right of action against any other Partner and seeking
indemnification or any other remedies therefor whether under this
Section or Section 8.01 shall look only to the interest of the
indemnifying Partner in the Partnership, and no Partner shall seek
satisfaction of such indemnity from any other assets of any other
Partner or any partner of any other Partner; provided, however, that
the foregoing limitations shall not be applicable with respect to
(i) any claim for indemnity based upon gross negligence or wilful
misconduct or (ii) any amount paid to third persons by any General
Partner in excess of its share of any liability and for which it
seeks reimbursement from any other General Partner pursuant to the
second to last sentence of Section 8.01 or (iii) any claim for
indemnity arising out of the covenants to make capital contributions
pursuant to Section 3.01.  In no event shall any Partner seek
satisfaction of any claim for indemnity against a limited partner of
any other Partner, except to the extent that such limited partner
shall have guaranteed any obligations of such other Partner pursuant
to a separate agreement and then only in accordance with such
separate agreement.  Nothing contained in this Section 8.02 shall be
construed to limit or restrict the rights of DW under the Purchase
Agreement (including, without limitation, under Sections 10 and 11
thereof).
           (b)  Any Partner claiming an indemnity under this
Agreement shall give notice of the existence of the claim as soon as
practicable to the indemnifying party (provided that failure to give
such notice shall not relieve the indemnifying party of its
liabilities except to the extent it is prejudiced thereby), and the
indemnifying party shall control the defense or settlement of any
third party claim, demand or action which it is indemnifying in its
entirety.
           (c)  Notwithstanding anything contained in sections 8.01
and 8.02 to the contrary, in computing Net Cash Flow and Capital
Proceeds any liabilities which pursuant to Section 4(D) of the
Purchase Agreement shall not be the responsibility of DW (and which
have not been previously paid to DW or to creditors of the
Partnership for the account of DW by the other Partners), and any
other unpaid claim of DW for indemnification under the Purchase
Agreement which shall have been established by arbitration or court
order or consented to, shall be charged to the Partners (other than
DW) in proportion to their Partnership Interests.
                          ARTICLE IX
                            General
           SECTION 9.01.  Other Businesses.  Each Partner shall have
the right to engage in other businesses and ventures of every
nature, including, without limitation, the ownership, management,
improvement and operation of other real estate, including real
estate located in the vicinity of and/or competitive with the
Property, provided that each of Wilson and Ream will act in good
faith in conducting business for and with the Partnership and, in
determining good faith, transactions of each of them will be
considered as a whole on an ongoing basis (as opposed to an
individual basis), and provided further, that Wilson and Ream and
their affiliates shall not divulge any nonpublic information with
respect to the Partnership or the Property to any third persons for
the benefit of, or in connection with, any other project or venture
(other than Campus Drive).
           SECTION 9.02.  Notices.  All notices, demands or other
communications hereunder shall be in writing and shall be deemed to
have been given on (i) the date of delivery, if delivered by hand,
(ii) upon confirmation of receipt if sent by independent courier
service guaranteeing one-day delivery, or (iii) the seventh day
after mailing, if mailed first-class, postage prepaid, United States
registered or certified mail; in each case, to the parties at the
addresses set forth below or at such other addresses as such parties
may designate by notice to the other parties:
           (i)  if to DW, in care of:
                Dean Witter Realty Inc.
                130 Liberty Street
                New York, New York  10005
                Attention of Ronald DiPietro,

                with a copy to

                Cravath, Swaine & Moore
                One Chase Manhattan Plaza
                New York, N.Y.  10005
                Attention of William P. Dickey, Esq.

           (ii)  if to Wilson, at:

                William Wilson & Associates
                2929 Campus Drive
                Suite 450
                San Mateo, California  94403

                with a copy to

                Farella, Braun & Martel
                235 Montgomery Street
                San Francisco, California
                Attention of Lee Van Boven, Esq.

           (iii)  if to Ream, at:

                Borel Estate Company
                2988 Campus Drive
                Suite 300
                San Mateo, California  94403

           (iv)  if to the Limited Partners, at their addresses set
     forth in Exhibit A.
           SECTION 9.03.  Applicable Law.  This Agreement and the
obligations of the parties hereunder shall be interpreted, construed
and enforced in accordance with the laws of the State of California.
           SECTION 9.04.  Brokers.  [Intentionally Omitted.]
           SECTION 9.05.  Entire Agreement.  This Agreement contains
the entire agreement among the parties hereto relative to the
continuation and operations of the Partnership.
           SECTION 9.06.  Waiver.  No consent or waiver, express or
implied, by any party hereto of any breach or default by any other
party hereto in the performance of its obligations hereunder shall
be deemed or construed to be a consent or waiver to or of any other
breach or default in the performance by such party of the same or
any other obligations of such party hereunder.  Failure on the part
of any party to complain of any act or failure to act of another
party or to declare another party in default, irrespective of how
long such failure continues, shall not constitute a waiver by such
party of its rights hereunder.
           SECTION 9.07.  Severability.  If any provision of this
Agreement or the application thereof to any person or circumstance
shall be invalid or unenforceable to any extent, the remainder of
this Agreement and the application of such provisions to other
persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
           SECTION 9.08.  Relationship of the Partners.  The
relationship between the Partners shall be limited to the
performance of the transactions contemplated by this Agreement and
in accordance with the terms of this Agreement.  The relationship
set forth in this Agreement shall be construed and deemed to be a
limited partnership under the laws of the State of California
created for the sole purpose of carrying out the transactions
contemplated hereby.  Nothing herein shall be construed to authorize
any Partner to act as general agent for any other.  Nothing in this
Agreement shall be deemed to create any right in any creditor or
other person not a party hereto (other than the successors and
assigns of a party hereto and, to the extent expressly provided
herein, the general partners of DW) and this instrument shall not be
construed in any respect to be a contract in whole or in part for
the benefit of any other party except as aforesaid.  Except as
otherwise provided herein, all provisions of this Agreement shall be
binding upon, inure to the benefit of and be enforceable by and
against the respective heirs, executors, administrators, legal
representatives, successors and permitted assigns of the Partners. 
Any permitted assignee of DW's entire Partnership Interest shall
succeed to all the rights and obligations of DW hereunder provided
such assignee agrees to be bound hereby, and upon such assignment
and assumption DW shall be released from its obligations hereunder.
           SECTION 9.09.  Further Assurances.  The parties hereto
shall execute and deliver such further instruments and do such
further acts and things as may be required to carry out the intent
and purposes of this Agreement.
           SECTION 9.10.  Counterparts.  This Agreement may be
executed in counterparts and as so executed shall constitute one
agreement.
           SECTION 9.11.  Captions.  Captions contained in this
Agreement are inserted only as a matter of convenience and in no way
define, limit, extend or describe the scope of this Agreement or the
intent of any provision hereof.
           SECTION 9.12.  Waiver of Partition.  Each Partner hereby
irrevocably waives any right to partition the Partnership Assets.
           SECTION 9.13.  Certain Definitions.  (a)  Whenever the
context may require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular
form of nouns and pronouns shall include the plural and vice versa. 
Terms such as "herein," "hereby," "hereunder" and "hereof," unless
the context otherwise requires, refer to this Agreement as a whole
and not to the Articles, Sections or other subdivisions where the
terms appear.  References herein to any agreement or other
instrument shall, unless the context otherwise requires, be deemed
references to the same as it may from time to time be changed,
amended or extended in accordance with its terms.
           (b)  The term "person" shall include an individual,
corporation, partnership, association, trust, joint stock company or
unincorporated organization.
           (c)  An "affiliate" of a specified person is a person
who, directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the
person specified.
           (d)  The "bankruptcy" of a person shall be deemed to
have occurred or a person shall be deemed "bankrupt" upon the
happening of any of the following:  (i) the filing of an application
by such person for, or a consent to, the appointment of a trustee of
its or his assets; (ii) the filing by such person of a voluntary
petition in bankruptcy or the seeking of relief under Title 11 of
the United States Code, as now constituted or hereafter amended, or
the filing of a pleading in any court of record admitting in writing
its or his inability to pay its or his debts as they come due; (iii)
the making by such person of a general assignment for the benefit of
creditors; (iv) the filing by such person of an answer admitting the
material allegations of, or its or his consenting to, or defaulting
in answering, a bankruptcy petition filed against it or him in any
bankruptcy proceeding or petition seeking relief under Title 11 of
the United States Code, as now constituted or as hereafter amended;
or (v) the entry of an order, judgment or decree by any court of
competent jurisdiction adjudicating such person a bankrupt or
appointing a trustee of its or his assets, and such order, judgment
or decree continues unstayed and in effect for a period of 60
consecutive days.
           (e)  The term "Campus Drive" shall mean Campus Drive
Investment Company, a California limited partnership.  The term
"Campus Drive Partnership Agreement" shall mean the Amended and
Restated Agreement of Limited Partnership of Campus Drive dated as
of the date hereof, as amended from time to time.
           (f)  The term "Permitted Transferee" shall mean, with
respect to any person, such person under declaration of trust, or
any parent, spouse, brother, sister, lineal descendant or adopted
descendant of such person.  Any transfer of a Partnership Interest
to a Permitted Transferee may be by declaration of trust, inter
vivos gift, specific testamentary disposition or for consideration.
           SECTION 9.14.  Power of Attorney.  Each Limited Partner
hereby irrevocably constitutes and appoints each General Partner and
any person hereafter admitted pursuant to this Agreement as a
successor or additional General Partner, acting singly or
collectively (the "Attorneys"), in each case with full power of
substitution, the true and lawful attorney-in-fact of such Limited
Partner, with full power and authority in such Limited Partner's
name, place and stead, to make, execute, verify, consent to, swear
to, make oath as to, acknowledge, publish, record and file all of
the following:
           (i)  the New Certificate or any amendment thereto and any
other agreements, certificates, consents or other instruments said
Attorneys, or any of them, deem necessary or appropriate for the
purpose of giving effect to the provisions of this Agreement and to
preserve the character of the Partnership as a limited partnership,
the execution and delivery by any of said Attorneys of any such
agreement, certificate, consent or other instrument being conclusive
evidence that said execution and delivery was authorized hereby;
           (ii)  any and all amendments to or modifications of this
Agreement and of the instruments described in subparagraph (i)
hereof (including, without limitation, amendments of this Agreement
necessary to effect the addition, removal or substitution of one or
more General or Limited Partners or changes in Partnership Interests
pursuant to Section 3.02(e) or otherwise), provided that each such
amendment of this Agreement is adopted in accordance with or made
pursuant to the terms of this Agreement, the execution and delivery
by any of said Attorneys of any such amendment or modification being
conclusive evidence that such execution and delivery was authorized
hereby;
           (iii)  any and all certificates and other instruments
which may be required to effectuate the dissolution and termination
of the Partnership pursuant to the provisions of this Agreement, the
execution and delivery by any of said Attorneys of any such
certificate or other instrument being conclusive evidence that such
execution and delivery was authorized hereby; and
           (iv)  all such other instruments as shall be Approved by
the General Partners as necessary or desirable to carry out fully
the provisions of this Agreement in accordance with its terms, the
execution and delivery of such instruments by any of said Attorneys
being conclusive evidence that said execution and delivery was
authorized hereby.
           Each Limited Partner acknowledges that the Power of
Attorney hereby granted is coupled with an interest and is
irrevocable.  Said Power of Attorney shall survive the death or
incapacity of such Limited Partner, or, if such Limited Partner is a
partnership, corporation, trust or other entity, the dissolution,
liquidation or termination thereof, or the assignment of such
Limited Partner's limited Partnership Interest or any part thereof. 
If such Limited Partner transfers its limited Partnership Interest,
the Power of Attorney granted hereby shall remain in effect for the
purpose of and for the length of time necessary to effectuate and
complete such transfer.
           SECTION 9.15.  Amendments.  Except as provided in this
Agreement, this Agreement may not be modified or amended unless (i)
such modification or amendment has been Approved by the General
Partners and (ii) in the case of any modification or amendment
increasing the obligation of the Limited Partners to make capital
contributions or increasing their proportionate share of Shortfall
Loans (other than as a result of changes in Partnership Interests in
accordance with this Agreement), decreasing the rights of Limited
Partners hereunder to Net Cash Flow or Capital Proceeds, or amending
Section 2.01(d) or this Section 9.15, such modification or amendment
has been approved in writing by a majority in interest of the
Limited Partners (based upon Partnership Interests).
           IN WITNESS WHEREOF, this Agreement is executed as of the
date first set forth above.
                     GENERAL PARTNERS:

                     PENINSULA/DW ASSOCIATES

                          by POP/DW Associates, a California
                          Limited Partnership, General
                          Partner

                               by:   POP/Liberty Street
                                     Associates, a California
                                     Limited Partnership,
                                     General Partner

                                   /s/Warren B. Lane                           
                               by:___________________
                                          Warren B. Lane
                                          General Partner

                               by:   Dean Witter Realty Growth
                                     Properties, L.P., General
                                     Partner

                                     by:  Dean Witter Realty
                                          Growth Properties
                                          Inc., 
                                          Managing General
                                          Partner

                                              /s/Warren B. Lane
                                          by:___________________
                                               Warren B. Lane
                                               Sr. Vice
                                               President

                               /s/William Wilson III
                               __________________________________
                                     William Wilson III

                               /s/Miller Ream 
                               __________________________________
                                     Miller Ream

LIMITED PARTNERS:  By:    William Wilson III as Attorney-in-Fact
                          for the limited partners whose names are
                          set forth below:

                          John W. Leyerzaph

                          Paul Moore Denison, Trustee
                               under Trust Agreement
                               dated April 6, 1976

                          C. David Robinson

                          David H. Knott

                          Dr. Albert C. Hass

                          Richard M. Lavenstein, Trustee
                               of the Richard M. Lavenstein Trust
                               dated April 30, 1975

                          Ceasar Villano

                          Roger C. and Carmen
                           Stuhlmuller

                          Gilbert E. Bovet

                          Webcor Investment Company,
                           a California limited partnership

                          /s/William Wilson III
                          ________________________________
                          William Wilson, III

                          H. Whitwell Wales
                          by Miller Ream as his Attorney-in-Fact

                          /s/Miller Ream
                          _____________________________
                               Miller Ream

OUTGOING PARTNERS: BOREL DEVELOPMENT COMPANY
                      a partnership

                     By:  Borel Estate Company, general
                          partner

                          By:  Ream Wilson, a limited
                               partnership, general partner

                             /s/William Wilson III
                          By:____________________________
                               William Wilson III,
                               general partner

                             /s/Miller Ream
                          By:____________________________
                               Miller Ream,
                               general partner

                         /s/Gilbert E. Bovet
                     By: _________________________________
                          Gilbert E. Bovet, general partner

                              /s/Miller Ream
                          By: ___________________________
                               Miller Ream, attorney-in-fact

                     By:  Wilson & Ream, general partner

                              /s/William Wilson III
                          By:____________________________
                               William Wilson III,
                               general partner

                             /s/Miller Ream
                          By:____________________________
                               Miller Ream, general partner

                     By:  Borel Estate Company,
                          general partner

                          By:  Ream Wilson, a limited
                               partnership, general partner

                                  /s/William Wilson III
                               By:________________________
                                     William Wilson III,
                                     general partner

                                  /s/Miller Ream
                               By:________________________
                                     Miller Ream, general partner

                             /s/Gilbert E. Bovet
                          By:_______________________________
                               Gilbert E. Bovet, general partner

                                   /s/Miller Ream
                               By:_________________________
                                     Miller Ream,
                                     Attorney-in-Fact

           The following outgoing partners by William
           Wilson III as their attorney-in-fact:

                Peter V. Hall

                Gate King Properties, Inc.

                Carolyn Henley

                Roberta McWilliams Mathews

                Kevin S. McWilliams

                Keith B. McWilliams

                Richard D. Freemon, Trustee
                   under Inter Vivos Trust of
                   Richard D. Freemon dated
                   August 1, 1980

                Harold J. Freemon

                Webcor Builders Inc.
                   Profit Sharing Fund

           /s/William Wilson III
           _______________________________
                William Wilson III 

Basic Info X:

Name: AMENDED AND RESTATED AGREEMENT
Type: Amended and Restated Agreement
Date: April 1, 1996
Company: DEAN WITTER REALTY GROWTH PROPERTIES L P
State: Delaware

Other info:

Date:

  • October 1 , 1971
  • October 6 , 1971
  • June 1 , 1977
  • July 1 , 1977
  • July 21 , 1977
  • June 29 , 1982
  • September 30 , 1982
  • December 15 , 1982
  • June 30 , 1982
  • February 15 , 1984
  • December 27 , 1985
  • last day of December
  • December 31 , 1988
  • January 1989
  • December 31 , 1993
  • December 31 , 1995
  • fiscal quarter
  • December 31 , 2025
  • April 6 , 1976
  • April 30 , 1975
  • August 1 , 1980

Organization:

  • Peninsula Office Park
  • Restatement of Limited Partnership Agreement and Certificate
  • First Amendment to Certificate of Limited Partnership
  • Second Amendment to Certificate of Limited Partnership
  • Third Amendment to Certificate of Limited Partnership
  • Official Records of the County Recorder
  • Second and Third Amendments to Certificate of Limited Partnership
  • First Amendment to Restatement of Limited Partnership Agreement
  • Second Amendment to Restatement of Limited Partnership Agreement
  • Uniform Limited Partnership Act of the State of California
  • Office of the County Recorder of San Mateo County
  • Authority of Partners
  • Resignation of Manager
  • Marwick , Mitchell & Co.
  • Proposed Treasury Regulation sec
  • Internal Revenue Service
  • RMSLiberty Street Associates
  • Working Capital Reserve
  • First Shortfall Notice
  • Special Shortfall Notice
  • Additional Shortfall Loans and Special Shortfall Loans
  • First Shortfall Loans
  • Partnership Interest of DW
  • Partnership Interests of DW
  • Partner whose Partnership Interest
  • Partnership Interests of Wilson
  • Net Cash Flow
  • Campus Drive Partnership Agreement
  • Exhibit C. Each Partner
  • Partnership for Federal
  • General Partner 's Interests
  • Permitted Transferee of Wilson
  • Initial Management Agreement
  • Ream 's Partnership Interests
  • General Partner of the Partnership
  • Permitted Transferee of Denison
  • General Partner the Partners
  • General Partnership Interests
  • General Partner or General Partners
  • First Offer Sale Price e.g.
  • Selling General Partner 's Partnership Interest
  • Other First Offer Sale Terms
  • Other General Partners
  • First Offer Deposit
  • Campus Drive Interest
  • First Offer Notification
  • Dean Witter Reynolds Inc.
  • Plan of Syndication
  • Campus Drive Purchase Agreement
  • American Institute of Real Estate Appraisers
  • Witter Realty Inc.
  • Cravath , Swaine & Moore
  • William Wilson & Associates 2929 Campus Drive Suite
  • Farella , Braun & Martel 235 Montgomery Street
  • Lee Van Boven
  • Borel Estate Company 2988 Campus Drive Suite
  • United States Code
  • Campus Drive Investment Company
  • Restated Agreement of Limited Partnership of Campus Drive
  • POPLiberty Street Associates
  • Dean Witter Realty Growth Properties Inc.
  • Managing General Partner sWarren B
  • Ceasar Villano Roger C.
  • Carmen Stuhlmuller Gilbert E. Bovet Webcor Investment Company
  • III H. Whitwell Wales
  • Wilson & Ream
  • Inter Vivos Trust of Richard D. Freemon
  • Harold J. Freemon Webcor Builders Inc.

Location:

  • Denison
  • Etc
  • United States
  • Manhattan Plaza New York
  • N.Y.
  • San Francisco
  • Esq
  • Ream
  • San Mateo
  • L.P.
  • California

Money:

  • $ 25,000
  • $ 1,000
  • $ 10,000
  • $ 500
  • $ 510,000
  • $ 165,471
  • $ 1,676,234
  • $ 200,000
  • $ -0-
  • $ 872,900
  • $ 5,000

Person:

  • Paul M. Denison
  • John J. Preotle , Jr.
  • William B. Smith
  • E. Davisson Hardman
  • Peter J. Carr
  • Ronald DiPietro
  • William P. Dickey
  • sWilliam Wilson III
  • John W. Leyerzaph Paul Moore Denison
  • David Robinson David H. Knott
  • Albert C. Hass Richard M. Lavenstein
  • Ream Wilson
  • Gilbert E. Bovet
  • Miller Ream
  • Peter V. Hall
  • Carolyn Henley Roberta McWilliams Mathews Kevin S. McWilliams Keith B. McWilliams Richard D. Freemon

Percent:

  • 105 %
  • 25 %
  • 23.2883 %
  • 11.6908 %
  • 20 %
  • 100 %
  • 51 %
  • 10 %
  • 50 %
  • 200 %
  • one percent 1 %
  • five percent 5 %