SECURITIES AND EXCHANGE COMMISSION 
                         Washington, D.C. 20549 


                                Form 8-K


             Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Act of 1934



Date of Report (Date of earliest event reported) December 27, 1995


                     INCOME GROWTH PARTNERS, LTD. X 
         (Exact name of registrant as specified in its charter)  

 
        CALIFORNIA               0-18528                 33-0294177 
(State or other jurisdiction   (Commission           (I.R.S. Employer 
 of incorporation or            File Number)          Identification No.) 
 organization) 

  
   11300 Sorrento Valley Road, Suite 108, San Diego, California 92121 
            (Address of principal executive offices) (Zip Code) 

 
                             (619) 457-2750 
          (Registrant's telephone number, including area code) 

 
                                   N/A
     (Former name or former address, if changed since last report) 
 




















                                    Page 1
                        Exhibit Index located on page 4
<PAGE> 


Item 2. Acquisition or disposition of assets

The registrant is a California Limited Partnership.  On December 27, 1995 
the registrant refinanced its Mission Park property to take advantage of an 
opportunity to pay off the existing $12.3 million loan on the property for 
the discounted amount of $10.2 million, pursuant to a Loan Pay-off 
Agreement with the existing lender.  This effectively created approximately 
an additional $2 million in equity in the property, and lowered the monthly 
debt service payments on the property by approximately $20,000 to 
approximately $73,000 per month.  With this new financing, the property 
generates a positive cash flow, and is in a much better position to meet 
its ongoing financial obligations.  

One of the requirements of the new lender was that the property be held by 
a single asset entity with at least one bankruptcy-remote general partner.  
Therefore, in order to obtain the new financing and take advantage of the 
discounted pay-off opportunity, the partnership had to transfer title of the 
property to a new transparent subpartnership called IGP X Mission Park 
Associates, L.P., a California limited partnership ("IGP X MPA") pursuant to 
Sections 5.1.2 and 5.1.3 of the registrant's Amended and Restated Agreement 
of Limited Partnership.  The sole limited partner of IGP X MPA is the 
registrant, Income Growth Partners, Ltd. X.  Its general partners are 
Income Growth Management, Inc., a California corporation (also the General 
Partner of Income Growth Partners, Ltd. X) and a new corporation, IGP X 
Mission Park, Inc., a California corporation (that is bankruptcy remote).  
The new subpartnership, IGP X MPA is transparent to Income Growth Partners, 
Ltd. X, because as the sole limited partner of IGP X MPA, Income Growth 
Partners, Ltd. X receives 99% of all net income and losses generated by the 
partnership.  Furthermore the remaining 1% of net income and loss is 
allocated to the General Partner, IGP X Mission Park, Inc., of which Income 
Growth Partners, Ltd. X is the sole shareholder.

The Agreement of Limited partnership for IGP X Mission Park Associates, 
L.P. is substantially similar to that of Income Growth Partners, Ltd. X, 
with the exception of separateness covenants and single asset entity 
provisions that were included at the request of the new lender.  A copy of 
the Articles of Incorporation for IGP X Mission Park, Inc., and a copy of 
the Agreement of Limited Partnership for IGP X MPA are attached hereto as 
exhibits 3.1 and 4.3.  The new lender is not related to the registrant or 
any of its affiliates.

The new loan on the property is in the principal amount of $10,200,000 at a 
fixed interest rate of 7.76% per year, amortized over 30 years, all due and 
payable in ten years, with monthly principal and interest payments of 
approximately $73,145.  The new loan incorporates a five year "lockout" 
period with an equivalency yield prepayment penalty.  Thereafter there is a 
diminishing prepayment penalty in years 6-10 decreasing approximately 
annually from 5% to 0% of the outstanding principal balance. 

In order to complete the refinancing, it was necessary for the partnership 
to pay off the remaining past-due property taxes on Mission Park of 
approximately $152,350. The loan was obtained through ENA Corporation, a 
licensed California Real Estate Broker that is an affiliate of the General 
Partner, for which it received a loan origination fee of approximately 

                                       2
<PAGE>
$102,000 in the form of a promissory note from the partnership.  In addition 
the partnership incurred closing costs and other loan origination fees of 
approximately $276,000.  The new loan also required the partnership to set 
aside approximately $86,325 in initial reserves for taxes, insurance, and 
replacements.  



                              SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized. 

Date: January 11, 1996 
 
 
                       INCOME GROWTH PARTNERS, LTD. X,
                       a California Limited Partnership

                       By:  Income Growth Management, Inc. 
                            General Partner 



                            By:  Timothy C. Maurer
                                 _______________________________
                                 Timothy C. Maurer
                                 Principal Financial Officer AND 
                                 Duly Authorized Officer of the Registrant



























                                       3
<PAGE>
                             EXHIBIT INDEX 

                                                             Sequentially
Exhibit No.                  Description                     Numbered Page
___________  ______________________________________________  _____________

    3.1      Articles of Incorporation of IGP X Mission            5
              Park, Inc.

    4.3      Agreement of Limited Partnership of                   9
              IGP X Mission Park Associates, L.P., A 
              California Limited Partnership













































                                       4
<PAGE>
EXHIBIT 3.1

                  ARTICLES OF INCORPORATION OF
                    IGP X MISSION PARK, INC.


                               I.

     The name of this corporation is IGP X MISSION PARK, INC.

                               II.

     The purpose of the corporation is to engage in any lawful act
or activity for which a corporation may be organized under the
General Corporation Law of California other than the banking
business, the trust company business or the practice of a
profession permitted to be incorporated by the California
Corporations Code, including, but not limited to, the activity of
acting as a general partner of a limited partnership (the
"Partnership") whose purpose is to acquire certain parcels of real
property, together with all improvements located thereon, in the
City of San Diego, State of California (the "Property") and own,
hold, sell, assign transfer, operate, lease, mortgage, pledge and
otherwise deal with the Property.  The corporation shall exercise
all powers enumerated in the California Corporations Code necessary
or convenient to the conduct, promotion or attainment of the
business or purposes otherwise set forth herein.

                              III.

     The name and address in the State of California of this
corporation's initial agent for service of process is:

          David Maurer
          11300 Sorrento Valley Road, Suite 108
          San Diego, CA  92121


                               IV.

     This corporation is authorized to issue only one (1) class of
stock, and the total number of authorized shares is 1,000,000
shares.

                               V.

     The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.



                               VI.

     The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the Corporations Code) for

                                       5
<PAGE>
breach of duty to the corporation and its shareholders through
bylaw provisions or through agreements with the agents, or both, in
excess of the indemnification otherwise permitted by Section 317 of
the Corporations Code, subject to the limits on such excess
indemnification as set forth in Section 204 of the Corporations
Code.

     Any indemnification shall be fully subordinated to any
obligations respecting the Partnership or the Properties and shall
not constitute a claim against the corporation in the event that
cash flow is insufficient to pay such obligations.

                              VII.

     The corporation shall only incur or cause the Partnership to
incur indebtedness in an amount necessary to acquire, operate and
maintain the Properties.  For so long as any mortgage lien exists
on any of the Properties, the corporation shall not and shall not
cause the Partnership to incur, assume, or guaranty any other
indebtedness.  For so long as the Partnership remains mortgagor of
the Property, the corporation shall not cause the Partnership to
dissolve.  The corporation shall not and shall not cause the
Partnership to consolidate or merge with or into any other entity
or convey or transfer its properties and assets substantially as an
entirety to any entity unless (i) the entity (if other than the
corporation or Partnership) formed or surviving such consolidation
or merger or that acquired by conveyance or transfer the properties
and assets of the corporation or Partnership substantially as an
entirety (a) shall be organized and existing under the laws of the
United States of America or any State or the District of Columbia,
(b) shall include in its organizational documents the same
limitations set forth in this Article VII and in Article VIII, and
(c) shall expressly assume the due and punctual performance of the
corporation's obligations; and (ii) immediately after giving effect
to such transaction, no default or event of default under any
agreement to which it is a party shall have been committed by this
corporation or the Partnership and be continuing.  For so long as
a mortgage lien exists on any of the Properties, the corporation
shall not voluntarily commence a case with respect to itself or
cause the Partnership to voluntarily commence a case with respect
to itself, as debtor, under the Federal Bankruptcy Code or any
similar federal or state statute without the unanimous consent of
the Board of Directors.  For so long as a mortgage lien exists on
any of the Properties, no material amendment to this articles of
incorporation or to the corporation's By-Laws nor to the
partnership agreement of the Partnership may be made without first
obtaining approval of the mortgagees holding first mortgages on
each of the Properties.

                              VIII.

     For so long as any mortgage lien exists on any of the
Properties, in order to preserve and ensure its separate and
distinct corporate identity, in addition to the other provisions
set forth in this articles of incorporation, the corporation shall
conduct its affairs in accordance with the following provisions:

                                       6
<PAGE>
1.  It shall establish and maintain an office through which its
business shall be conducted separate and apart from those of its
parent and any affiliate and shall allocate fairly and reasonably
any overhead for shared office space.

2.  It shall maintain separate corporate records and books of
account from those of its parent and any affiliate.

3.  Its Board of Directors shall hold appropriate meetings (or act
by unanimous consent) to authorize all appropriate corporate
actions, and in authorizing such actions, shall observe all
corporate formalities.

4.  It shall not commingle assets with those of its parent and any
affiliate.

5.  It shall conduct its own business in its own name.

6.  It shall maintain financial statements separate from its parent
and any affiliate.

7.  It shall pay any liabilities out of its own funds, including
salaries of any employees, not funds of its parent or any
affiliate.

8.  It shall maintain an arm's length relationship with its parent
and any affiliate.

9.  It shall not guarantee or, except to the extent of its
liability for the debt secured by such mortgage lien, become
obligated for the debts of any other entity, including its parent
or any affiliate or hold out its credit as being available to
satisfy the obligations of others.

10.  It shall use stationary, invoices and checks separate from its
parent and any affiliate.

11.  It shall not pledge its assets for the benefit of any other
entity, including its parent and any affiliate.

12.  It shall hold itself out as an entity separate from its parent
and any affiliate."

     For purpose of this Article VIII,the following terms shall
have the following  meanings:

          "affiliate" means any person controlling or controlled by
or under common control with the parent, including, without
limitation (i) any person who has a familial relationship, by
blood, marriage or otherwise with any director, officer or employee
of the corporation, its parent, or any affiliate thereof and (ii)
any person which receives compensation for administrative, legal or
accounting services from this corporation, its parent or any
affiliate.  For purposes of this definition, "control" when used
with respect to any specified person, means the power to direct the
management and policies of such person, directly or indirectly,

                                       7
<PAGE>
whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

          "parent" means, with respect to a corporation, any other
corporation owning or controlling, directly or indirectly, fifty
percent (50%) or more of the voting stock of the corporation.

          "person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock
company, trust (including any beneficiary thereof), unincorporated
organization, or government or any agency or political subdivisio
n thereof. 


Dated: December 5, 1995            ______________________________
                                   Nancy L. Wickham, Incorporator


     I declare that I am the person who executed the above Articles
of Incorporation, and this instrument is my act and deed.


Dated: December 5, 1995            ______________________________
                                   Nancy L. Wickham
































                                       8
<PAGE>
EXHIBIT 4.3





                            AGREEMENT OF LIMITED PARTNERSHIP


                                           OF



                           IGP X MISSION PARK ASSOCIATES, L.P.
                            A CALIFORNIA LIMITED PARTNERSHIP










































                                       9
<PAGE>
                                   TABLE OF CONTENTS
                                                                         Page

ARTICLE 1         ESTABLISHMENT . . . . . . . . . . . . . . . . . . . . . . 1
            1.1   Name. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
            1.2   Principal Place of Business . . . . . . . . . . . . . . . 1
            1.3   Term. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
            1.4   Purpose and Powers. . . . . . . . . . . . . . . . . . . . 1
            1.5   Certificate of Limited Partnership and Other
                  Filings . . . . . . . . . . . . . . . . . . . . . . . . . 1


ARTICLE 2         OBJECTIVES AND LIMITATIONS
            OF PARTNERSHIP REAL ESTATE INVESTMENT . . . . . . . . . . . . . 2
            2.1   Objectives. . . . . . . . . . . . . . . . . . . . . . . . 2
            2.2   Further Limitations on Partnership
            Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . 2
            2.3   Reinvestments . . . . . . . . . . . . . . . . . . . . . . 3
            2.4   Short-Term Investment Funds . . . . . . . . . . . . . . . 3
            2.5   Conflicts . . . . . . . . . . . . . . . . . . . . . . . . 3


ARTICLE 3         CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . . 4
            3.1   Capital Contributions . . . . . . . . . . . . . . . . . . 4
                  3.1.1  General Partner. . . . . . . . . . . . . . . . . . 4
                  3.1.2  Limited Partner. . . . . . . . . . . . . . . . . . 4
              23.2Partner's Capital Account . . . . . . . . . . . . . . . . 4
            3.3   Limited Partners' Liability . . . . . . . . . . . . . . . 4


ARTICLE 4         DISTRIBUTIONS AND ALLOCATIONS . . . . . . . . . . . . . . 4
            4.1   Cash Distributions. . . . . . . . . . . . . . . . . . . . 4
                  4.1.1  Distributable Cash from Operations . . . . . . . . 4
                  4.1.2  Distributable Cash from Sale or
                         Refinancing. . . . . . . . . . . . . . . . . . . . 4
            4.2   Allocation of Net Income and Net Loss . . . . . . . . . . 5
                  4.2.1  Allocations of Net Income and Net
                         Losses . . . . . . . . . . . . . . . . . . . . . . 5
                  4.2.2  Recapture Income . . . . . . . . . . . . . . . . . 9
                  4.2.3  Allocation of Partnership Items. . . . . . . . . . 9
                  4.2.4  Special Allocations to General Partner . . . . . . 9
                  4.2.5  Allocation Among Limited Partners. . . . . . . . . 9
                  4.2.6  Assignment . . . . . . . . . . . . . . . . . . . . 9
                  4.2.7  Quarterly Distributions. . . . . . . . . . . . .  10
                  4.2.8  Power of General Partner to Vary
                         Allocations of Net Income and Net Loss . . . . . .10
                  4.2.9  Consent of Partners. . . . . . . . . . . . . . . .10
            4.3   Working Capital Reserve . . . . . . . . . . . . . . . . .10


ARTICLE 5         MANAGEMENT AND ADMINISTRATION . . . . . . . . . . . . . .10
            5.1   Powers and Authority of the General Partner . . . . . . .10
            5.2   Duties of the General Partner . . . . . . . . . . . . . .11
                  5.2.1  Maintenance of Limited Partnership
                         Status . . . . . . . . . . . . . . . . . . . . . .12
                  5.2.2  Acquisition of the Property. . . . . . . . . . . .12
                  5.2.3  Management of the Property . . . . . . . . . . . .12
                  5.2.4  Disposition of the Property. . . . . . . . . . . .13
                  5.2.5  Insurance. . . . . . . . . . . . . . . . . . . . .13
                  5.2.6  Net Worth. . . . . . . . . . . . . . . . . . . . .13
                  5.2.7  Avoidance of Investment Company Status . . . . . .13
                  5.2.8  Records. . . . . . . . . . . . . . . . . . . . . .13
                  5.2.9  Delivery to Limited Partners and
                         Inspection . . . . . . . . . . . . . . . . . . . .14
                  5.2.10  Reports . . . . . . . . . . . . . . . . . . . . .14
                  5.2.11  Interim Reports; Accountant's Report. . . . . . .15
            5.3   Restrictions on Authority of General
                  Partner . . . . . . . . . . . . . . . . . . . . . . . . .15
                  5.3.1  Actions Requiring Consent of all
                         Limited Partners . . . . . . . . . . . . . . . . .15
                  5.3.2  Actions Requiring Consent of a
                         Majority-In-Interest of the Limited
                         Partners . . . . . . . . . . . . . . . . . . . . .15
                  5.3.3  Unconditional Restrictions on General
                         Partner's Authority. . . . . . . . . . . . . . . .16
            5.4   Method of Action by General Partner . . . . . . . . . . .17
            5.5   Time and Efforts of the General Partner . . . . . . . . .17
            5.6   Power of Attorney . . . . . . . . . . . . . . . . . . . .18
            5.7   Section 754 Election. . . . . . . . . . . . . . . . . . .18
            5.8   Fiscal Year . . . . . . . . . . . . . . . . . . . . . . .18
            5.9   Banking . . . . . . . . . . . . . . . . . . . . . . . . .18


ARTICLE 6         COMPENSATION OF GENERAL PARTNER AND
            EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . .18
            6.1   General Partner's Compensation. . . . . . . . . . . . . .18
                  6.1.1  Acquisition Fees . . . . . . . . . . . . . . . . .19
                  6.1.2  Management Fee . . . . . . . . . . . . . . . . . .19
                  6.1.3  Subordinated Real Estate Commissions on
                         Sale of Partnership Real Estate. . . . . . . . . .19
            6.2   Operating Expenses. . . . . . . . . . . . . . . . . . . .20
                  6.2.1  Payment Generally. . . . . . . . . . . . . . . . .20
                  6.2.2  Reimbursements to General Partner. . . . . . . . .20
            6.3   Indemnification of General Partner. . . . . . . . . . . .21
                  6.3.1  Indemnification Generally. . . . . . . . . . . . .21
                  6.3.2  Restrictions on Indemnification. . . . . . . . . .21
                  6.3.3  Indemnification Limited to Partnership
                         Assets . . . . . . . . . . . . . . . . . . . . . .21
            6.4   Exoneration of General Partner for Acts in
                  Good Faith. . . . . . . . . . . . . . . . . . . . . . . .21


ARTICLE 7         LIMITED PARTNER INTEREST. . . . . . . . . . . . . . . . .21
            7.1   Limited Liability . . . . . . . . . . . . . . . . . . . .21
            7.2   Withdrawal and Return of Limited Partner's
                  Capital Contribution. . . . . . . . . . . . . . . . . . .22
            7.3   Role of Limited Partners. . . . . . . . . . . . . . . . .22
            7.4   Unanimous Votes; Consent of General Partner . . . . . . .22
            7.5   Meetings of the Limited Partners. . . . . . . . . . . . .22
            7.6   Notice. . . . . . . . . . . . . . . . . . . . . . . . . .22
            7.7   Adjourned Meeting and Notice Thereof. . . . . . . . . . .23
            7.8   Quorum. . . . . . . . . . . . . . . . . . . . . . . . . .23
            7.9   Consent of Absentees. . . . . . . . . . . . . . . . . . .23
            7.10         Action Without Meeting . . . . . . . . . . . . . .23
            7.11         Record Dates . . . . . . . . . . . . . . . . . . .24
            7.12         Proxies. . . . . . . . . . . . . . . . . . . . . .24
            7.13         Chairman of Meeting. . . . . . . . . . . . . . . .24
            7.14         Inspectors of Election . . . . . . . . . . . . . .24
            7.15         Record Date and Closing Partnership
                  Books . . . . . . . . . . . . . . . . . . . . . . . . . .24
            7.16         No Termination by Reason of Change in
                  Limited Partners. . . . . . . . . . . . . . . . . . . . .25
            7.17         Transfer of Units. . . . . . . . . . . . . . . . .25
                  7.17.1  Restrictions on Transfer and
                         Assignment of Units. . . . . . . . . . . . . . . .25
                  7.17.2  Transfers of Units by Operation of
                         Law. . . . . . . . . . . . . . . . . . . . . . . .26
                  7.17.3  Repurchase of Units by Partnership. . . . . . . .26
                  7.17.4  Recognition Date for Assignments and
                         Other Transfers. . . . . . . . . . . . . . . . . .26
                  7.17.5  Admission of Substitute Limited
                         Partners . . . . . . . . . . . . . . . . . . . . .27
                  7.17.6  Names and Addresses of Limited
                         Partners . . . . . . . . . . . . . . . . . . . . .27


ARTICLE 8         GENERAL PARTNER INTERESTS . . . . . . . . . . . . . . . .28
            8.1   Removal of General Partner. . . . . . . . . . . . . . . .28
                  8.1.1  Removal by Vote of Limited Partners. . . . . . . .28
                  8.1.2  Removal by Other General Partner . . . . . . . . .28
            8.2   Withdrawal of General Partner Upon Election
                  of a New General Partner. . . . . . . . . . . . . . . . .28
            8.3   Admission of New or Substitute General
                  Partner . . . . . . . . . . . . . . . . . . . . . . . . .28
            8.4   Continuation of the Partnership . . . . . . . . . . . . .28
            8.5   Payment to Removed or Withdrawn General
                  Partner . . . . . . . . . . . . . . . . . . . . . . . . .29
                  8.5.1  Removal of All General Partners or
                         Remaining General Partner. . . . . . . . . . . . .29
            8.6   Liability of General Partner. . . . . . . . . . . . . . .30


ARTICLE 9         TERMINATION, LIQUIDATION AND DISSOLUTION OF
            THE PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . .30
            9.1   Events of Termination . . . . . . . . . . . . . . . . . .30
            9.2   Liquidation . . . . . . . . . . . . . . . . . . . . . . .30
            9.3   Application and Distribution of Proceeds of
                  Liquidation . . . . . . . . . . . . . . . . . . . . . . .31
                  9.3.1  General. . . . . . . . . . . . . . . . . . . . . .31
                  9.3.2  General Partner's Deficit Capital
                         Accounts . . . . . . . . . . . . . . . . . . . . .32
            9.4   Cancellation of Certificate of Limited
                  Partnership . . . . . . . . . . . . . . . . . . . . . . .32
            9.5   Final Partnership Statement . . . . . . . . . . . . . . .32


ARTICLE 10        DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . .32
            10.1         Acquisition Fees . . . . . . . . . . . . . . . . .32
            10.2         Adjusted Capital Account Deficit . . . . . . . . .33
            10.3         Adjusted Invested Capital. . . . . . . . . . . . .32
            10.4         Affiliate. . . . . . . . . . . . . . . . . . . . .32
            10.5         Basic Regulatory Allocations . . . . . . . . . . .33
            10.6         Capital Account. . . . . . . . . . . . . . . . . .33
            10.7         Capital Contribution . . . . . . . . . . . . . . .34
            10.8         Certificate of Limited Partnership . . . . . . . .34
            10.9         CRLPA. . . . . . . . . . . . . . . . . . . . . . .34
            10.10        Distributable Cash . . . . . . . . . . . . . . . .34
                  10.10.1  Distributable Cash from Operations . . . . . . .34
                  10.10.2  Distributable Cash from Sale or
                         Refinancing. . . . . . . . . . . . . . . . . . . .34
            10.11        General Partner. . . . . . . . . . . . . . . . . .34
            10.12        Gross Operating Revenues . . . . . . . . . . . . .34
            10.13        Gross Property Revenues. . . . . . . . . . . . . .34
            10.14        Internal Revenue Code. . . . . . . . . . . . . . .35
            10.15        Legal Restrictions . . . . . . . . . . . . . . . .35
            10.16        Limited Partner. . . . . . . . . . . . . . . . . .35
            10.17        Majority-In-Interest . . . . . . . . . . . . . . .35
            10.18        Management Fee . . . . . . . . . . . . . . . . . .35
            10.19        Minimum Gain . . . . . . . . . . . . . . . . . . .35
            10.20        Net Income or Net Loss . . . . . . . . . . . . . .35
            10.21        Nonrecourse Debt . . . . . . . . . . . . . . . . .35
            10.22        Nonrecourse Deductions . . . . . . . . . . . . . .35
            10.23        Nonrecourse Regulatory Allocation. . . . . . . . .36
            10.24        10% Operating Cash Preference. . . . . . . . . . .36
            10.25        Original Invested Capital. . . . . . . . . . . . .36
            10.26        Other Definitions. . . . . . . . . . . . . . . . .36
            10.27        Partner. . . . . . . . . . . . . . . . . . . . . .36
            10.28        Partner Nonrecourse Debt . . . . . . . . . . . . .36
            10.29        Partner Nonrecourse Deductions . . . . . . . . . .36
            10.30        Partner Nonrecourse Regulatory
                         Allocations. . . . . . . . . . . . . . . . . . . .36
            10.31        Partners of Record . . . . . . . . . . . . . . . .36
            10.32        Partnership. . . . . . . . . . . . . . . . . . . .36
            10.33        Partnership Minimum Gain . . . . . . . . . . . . .36
            10.34        Person . . . . . . . . . . . . . . . . . . . . . .36
            10.35        10% Preferred Return . . . . . . . . . . . . . . .36
            10.36        Property or Properties . . . . . . . . . . . . . .37
            10.37        Purchase Price . . . . . . . . . . . . . . . . . .37
            10.38        Qualified Plan . . . . . . . . . . . . . . . . . .37
            10.39        Recognition Date . . . . . . . . . . . . . . . . .37
            10.40        Refinancing. . . . . . . . . . . . . . . . . . . .37
            10.41        Regulatory Allocations . . . . . . . . . . . . . .37
            10.42        Sale . . . . . . . . . . . . . . . . . . . . . . .37
            10.43        Substitute Limited Partner . . . . . . . . . . . .37
            10.44        Unit . . . . . . . . . . . . . . . . . . . . . . .37
            10.45        Working Capital Reserve. . . . . . . . . . . . . .37


ARTICLE 11        RELATIONSHIP OF CERTAIN TERMS OF THIS
            AGREEMENT TO PROVISIONS  OF THE CALIFORNIA
            REVISED LIMITED PARTNERSHIP ACT . . . . . . . . . . . . . . . .38
            11.1         Revised Limited Partnership Act
                  Governs . . . . . . . . . . . . . . . . . . . . . . . . .38
            11.2         Provisions of the CRLPA Supplanted by
                  the Terms of this Agreement . . . . . . . . . . . . . . .38
            11.3         Other Terms and Provisions . . . . . . . . . . . .38


ARTICLE 12        GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . .39
            12.1         Notices. . . . . . . . . . . . . . . . . . . . . .39
            12.2         Amendment of Agreement and the
                  Certificate of Limited Partnership. . . . . . . . . . . .39
                  12.2.1  Admission of Limited Partners . . . . . . . . . .39
                  12.2.2  Amendments with Consent of Limited
                         Partners . . . . . . . . . . . . . . . . . . . . .39
                  12.2.3  Amendments Without Consent of Limited
                         Partners . . . . . . . . . . . . . . . . . . . . .39
                  12.2.4  Execution and Recording of Amendments . . . . . .40
            12.3         Partition. . . . . . . . . . . . . . . . . . . . .40
            12.4         Severability . . . . . . . . . . . . . . . . . . .40
            12.5         Headings . . . . . . . . . . . . . . . . . . . . .40
            12.6         Further Assurances . . . . . . . . . . . . . . . .40
            12.7         Integrated and Binding Agreement . . . . . . . . .40
            12.8         Counterparts . . . . . . . . . . . . . . . . . . .40
            12.9         Governing Law. . . . . . . . . . . . . . . . . . .40


ARTICLE 13        REPRESENTATIONS OF LIMITED PARTNERS . . . . . . . . . . .41


ARTICLE 14        SEPARATENESS COVENANTS. . . . . . . . . . . . . . . . . .41
                           IGP X MISSION PARK ASSOCIATES, L.P.
                            A CALIFORNIA LIMITED PARTNERSHIP


                            AGREEMENT OF LIMITED PARTNERSHIP


    THIS AGREEMENT OF LIMITED PARTNERSHIP ("Agreement") is made this
____ day of December, 1995, by and among INCOME GROWTH MANAGEMENT,
INC., a California corporation, IGP X MISSION PARK INC., a
California corporation (collectively, the "General Partner"), and
INCOME GROWTH PARTNERS, LTD. X, a California limited partnership
(the "Limited Partner") under the California Revised Limited
Partnership Act ("CRLPA") for the purposes and upon the terms and
conditions hereinafter set forth.  Capitalized terms used in this
Agreement are defined in Section 10 hereof.


                                        ARTICLE 1

                                      ESTABLISHMENT

    1.1   Name.  The name of the Partnership shall be IGP X MISSION
PARK ASSOCIATES, L.P.; provided, that the General Partner may from
time to time, in its sole discretion, change such name and amend
this Agreement and the Certificate of Limited Partnership to
reflect such change.

    1.2   Principal Place of Business.  The principal place of
business of the Partnership shall be 11300 Sorrento Valley Road,
Suite 108, San Diego, California 92121; provided, that the General
Partner may from time to time, in its sole discretion, elect to
change the principal place of business, so long as such place
remains within the contiguous United States.

    1.3   Term.  The Partnership shall have a term commencing November
30, 1995, and ending 33 years therefrom, unless (i) the Partnership
has been sooner terminated as provided herein or otherwise by law
or (ii) the term has been extended by the vote of the General
Partner and a Majority-In-Interest of the Limited Partners.

    1.4   Purpose and Powers.  The primary purpose of the Partnership
is to acquire, hold, sell, assign, transfer, operate, lease,
mortgage, pledge or otherwise deal with certain parcels of real
property, together with all improvements thereon, in the City of
San Marcos, State of California, commonly referred to as the
Mission Park Apartments (the "Property"), more particularly
described at Exhibit "A" attached hereto.  The Partnership shall
have all of the powers permitted to a limited partnership under the
CRLPA, including, without limitation, the power to engage in any
and all lawful business activities related or incidental to its
primary purpose.

    1.5   Certificate of Limited Partnership and Other Filings.  The
General Partner has caused a Certificate of Limited Partnership to
be recorded in the office of the Secretary of State of the State of
California and a fictitious business name statement to be filed
with the Clerk of San Diego County and published within said
County, as required by applicable California law (i) to preserve
and maintain the status of the Partnership as a limited partnership
under the CRLPA and (ii) to preserve the Partnership's right to
carry on business in said County under its name.  The General
Partner shall cause to be recorded, filed and/or published, in each
county (or other jurisdiction) where the Partnership acquires real
property or otherwise does business, a certified copy of the
Certificate of Limited Partnership, a fictitious business name
statement and/or such other recording or filing as may be required
under any applicable law to preserve the Partnership's limited
partnership status and right to the use of its name.  The General
Partner shall also cause the Certificate of Limited Partnership and
each such other recording or filing to be amended whenever there is
any addition to or change in the General Partner, or change of the
Partnership's name or principal place of business or other change
requiring such an amendment under applicable law.


                                        ARTICLE 2

                               OBJECTIVES AND LIMITATIONS
                          OF PARTNERSHIP REAL ESTATE INVESTMENT

    2.1   Objectives.  In the acquisition, operation and disposition
of the Properties, the Partnership's objectives shall be:

          2.1.1       To preserve the Limited Partners' capital invested
    in the Partnership;

          2.1.2       To realize gains through potential appreciation in
    the value of the Properties;

          2.1.3       To increase the Partnership's equity in the
    Properties through payments on mortgage loans on the Properties
    out of Gross Operating Revenues;

          2.1.4       To generate cash to pay all expenses; and

          2.1.5       To generate current income and Distributable Cash
    from Partnership operations.

    2.2   Further Limitations on Partnership Transactions.  In its
acquisition of the Properties, the Partnership shall be further
subject to the following restrictions on transactions with the
General Partner and Affiliates:

          2.2.1       The Partnership shall not issue to any General
    Partner or Affiliate "wrap-around" secondary mortgage debt
    financing on any Property in connection with financing made
    available by the General Partner or Affiliate to the
    Partnership.

          2.2.2       The Partnership shall not acquire an interest in
    any real estate in which a General Partner or Affiliate has (or
    is expected to acquire) an interest; provided, however, that the
    foregoing shall not preclude the Partnership from obtaining
    financing from a General Partner or Affiliate in accordance with
    Subsection 2.2.3, below.

          2.2.3       The Partnership may obtain from a General Partner
    or Affiliate, and any of the General Partner and Affiliates may
    extend to the Partnership loans of funds for one year or less
    (hereinafter called "Short-Term Loans") to be used for
    (i) acquisition of Property prior to the time that long-term
    debt financing is available for such purposes or (ii) upgrading
    or refurbishing a Property.  Short-Term Loans to the Partnership
    by a General Partner or Affiliate shall be repaid out of the
    proceeds of refinancing long-term mortgage debt on the Property
    acquired or improved.  All loans to the Partnership by a General
    Partner or Affiliate shall be on terms and bear interest as
    favorable to the Partnership as that available from independent
    lenders on comparable loans for the same purpose in the same
    locality.  Notwithstanding the foregoing, no General Partner or
    Affiliate shall, on any loan to the Partnership, charge and
    receive interest in an amount which exceeds that permitted under
    applicable law or require a prepayment charge or penalty.

          2.2.4       In connection with its acquisitions of the
    Properties, the Partnership shall also be subject to every other
    restriction on transactions between the Partnership and the
    General Partner and Affiliates specified in this Agreement.

          2.2.5       The Partnership shall only incur indebtedness in
    an amount necessary to acquire, operate and maintain the
    Property.  For so long as any mortgage lien exists on the
    Property, the Partnership shall not incur, assume, or guaranty
    any other indebtedness, subject to subsection 2.2.3 hereinabove.

          2.2.6       The Partnership shall not consolidate or merge with
    or into any other entity or convey or transfer the Property and
    assets substantially as an entirety to any entity unless:

                 (i)       the entity (if other than the Partnership)
    formed or surviving such consolidation or merger or that
    acquired by conveyance or transfer the Property and assets of
    the Partnership substantially as an entirety (a) shall be
    organized and existing under the laws of the United States of
    America or any State or the District of Columbia, (b) shall
    include in its organizational documents the same limitations set
    forth in this subsection 2.2.6 and Article 14, and (c) shall
    expressly assume the due and punctual performance of the
    Partnership's obligations; and 

                 (ii)      immediately after giving effect to such
    transaction, no default or event of default under any agreement
    to which it is a party shall have been committed by this
    Partnership and be continuing.

          2.2.7       For so long as a mortgage lien exists on the
    Property, the Partnership will not voluntarily commence a case
    with respect to itself, as debtor, under the Federal Bankruptcy
    Code or any similar federal or state statute without the
    unanimous consent of all of the partners of the Partnership.  

          2.2.8       For so long as a mortgage lien exists on the
    Property, no material amendment to this Partnership Agreement
    may be made without first obtaining approval of the mortgagees
    holding any first mortgage on the Property.

    2.3   Reinvestments.  The Partnership shall not use any Gross
Operating Revenues or Net Cash from Sales or Refinancings to
acquire real estate, or make any other investments.

    2.4   Short-Term Investment Funds.  Prior to its use for
acquisition of the Property or other Partnership purposes
(including distributions to the Partners), the Working Capital
Reserve, Available Cash from Operations and Net Cash from Sales or
Refinancing may, in the discretion of the General Partner, be
invested in any of the following:

          2.4.1       Interest-bearing accounts or short-term
    certificates of deposit or time deposits with, or banker's
    acceptances from, banks or savings and loan associations;

          2.4.2       Obligations of or guaranteed by the United States
    Government, or of any of its agencies (including, without
    limitation, such obligations coupled with a repurchase agreement
    from a commercial bank); and

          2.4.3       High-grade commercial paper rated A or better by
    Moody's Investors Service, Inc.  Any income earned from such
    investments shall be added to Gross Operating Revenues.

    2.5   Conflicts.  General Partner Income Growth Management, Inc.
is in the business of acquiring, operating, managing, developing
and/or disposing of real estate, and may hereafter, from time to
time, act as a general partner, sponsor or manager for other real
estate limited partnerships or similar real estate investment
entities (hereinafter called "Other Purchasers") with investment
objectives and criteria comparable to those of the Partnership. 
General Partner Income Growth Management, Inc. shall not be
obligated to identify or present any real estate acquisition to the
Partnership, or to refrain from presenting such acquisition to any
other Person (or making, or entering into an agreement for, such
acquisition itself).


                                        ARTICLE 3

                                     CAPITALIZATION

    3.1   Capital Contributions.

          3.1.1       General Partner.  The General Partner shall not
make any separate Capital Contribution to the Partnership.

          3.1.2       Limited Partner.  The Limited Partner shall be
Income Growth Partners Ltd., X, a California Limited Partnership. 
In exchange for Units, the Limited Partner shall contribute the
Property to the Partnership.

    3.2   Partner's Capital Account.  On the books of the Partnership,
there shall be maintained for the General Partner and the Limited
Partner a Capital Account, which shall be maintained in accordance
with Section 10.6.

    3.3   Limited Partners' Liability.  In no event shall the
liability of the Limited Partner for Partnership losses exceed the
aggregate amount of its Capital Contribution (including, in some
instances, portions returned to it), plus its pro rata share of
undistributed profits.


                                        ARTICLE 4

                              DISTRIBUTIONS AND ALLOCATIONS

    4.1   Cash Distributions.

          4.1.1       Distributable Cash from Operations.  The General
    Partner shall have the right to make distributions to Partners
    from Distributable Cash from Operations in such amounts and at
    such times as the General Partner determines to be appropriate,
    consistent with sound business practices.  Distributions made
    from Distributable Cash from Operations for a fiscal year, if
    any, shall be made in the following order of priority:

                 (1)       First, 100% to the Limited Partner until it has
                 received during such fiscal year an amount equal to a
                 10% per annum noncumulative return on its Adjusted
                 Invested Capital.  The distribution under this
                 Section 4.1.1(1) is referred to herein as the
                 "Operating Cash Preference"; and

                 (2)       Second, thereafter, 99% to the Limited Partner
          and 1% to the General Partner.

          4.1.2       Distributable Cash from Sale or Refinancing. 
    Distributions of Distributable Cash from Sale or Refinancing of
    a Property (other than sales made in connection with the
    liquidation of the Partnership, the distribution of which is
    governed by Section 9.3.1) or from Working Capital Reserves will
    be made in the following order of priority:

                 (1)       First, 100% to the Limited Partner, until it
          has received an amount equal to its Adjusted Invested
          Capital;

                 (2)       Second, 100% to nonsubordinated fees,
          compensation and debts payable to the General Partner;

                 (3)       Third, thereafter, 100% to the Limited Partner
          until it has received an amount which, when added to any
          prior distributions to the Limited Partner from any source
          whatsoever (other than distributions under
          Section 4.1.2(1)-(2)), equals a 10% per annum cumulative,
          but not compounded, return on its Adjusted Invested
          Capital.  The distribution under this Subsection 4.1.2(3)
          is referred to herein as the "Preferred Return"; and

                 (4)       After the distributions described in
          Sections 4.1.2(1) - (3) have been made, remaining
          Distributable Cash from Sale or Refinancing shall be
          distributed 99% to the Limited Partner and 1% to the
          General Partner.

    4.2   Allocation of Net Income and Net Loss.  For each fiscal
year, Net Income and Net Loss of the Partnership shall be allocated
as follows:

          4.2.1       Allocations of Net Income and Net Losses.  For each
    fiscal year, Net Income and Net Loss of the Partnership shall be
    allocated as follows:

                 (1)       Net Losses.  After giving effect to the special
          allocations set forth in Section 4.2.1(3) hereof, Net
          Losses for any fiscal year shall be allocated as follows:

                      (a)       First, 99% to the Limited Partner and 1% to
                 the General Partner, except that Net Losses shall not
                 be allocated pursuant to this Section 4.2.1(1)(a) to
                 the extent such allocation would cause any Limited
                 Partner to have an Adjusted Capital Account Deficit at
                 the end of such fiscal year; and

                      (b)       The balance, if any, to the General
                 Partner.

                 (2)       Net Income.  After giving effect to the special
          allocations set forth in Section 4.2.1(3), hereof, Net
          Income for any fiscal year shall be allocated as follows:

                      (a)       First, 100% to the General Partner until
                 the aggregate Net Income allocated to the General
                 Partner pursuant to this Section 4.2.1(2)(a) for such
                 fiscal year and all previous fiscal years is equal to
                 the aggregate Net Losses allocated to the General
                 Partner pursuant to Section 4.2.1(1)(b) hereof for all
                 previous fiscal years; and

                      (b)       The balance, if any, 1% to the General
                 Partner and 99% to the Limited Partner.

                 (3)       Special Allocations.

                      (a)       Qualified Income Offset.  Except as
                 provided in Section 4.2.1(3)(c) but subject to
                 Section 4.2.1(3)(f), in the event the Limited Partner
                 unexpectedly receives any adjustments, allocations, or
                 distributions described in Treasury Regulations
                 Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-
                 1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items
                 of Partnership income and gain shall be specially
                 allocated to the Limited Partner in an amount and
                 manner sufficient to eliminate, to the extent required
                 by the Treasury Regulations, the Adjusted Capital
                 Account Deficits created by such adjustments,
                 allocations or distributions as quickly as possible.

                      (b)       Gross Income Allocation.  In the event any
                 Partner has an Adjusted Capital Account Deficit at the
                 end of any Partnership fiscal year, each such Partner
                 shall be specially allocated items of Partnership
                 gross income and gain, in the amount of such Adjusted
                 Capital Account Deficit as quickly as possible.

                      (c)       Minimum Gain Chargeback.  Notwithstanding
                 any other provision of this Section 4 (other than
                 Section 4.2.1(f)), if there is a net decrease in
                 Partnership Minimum Gain during any Partnership fiscal
                 year, each Partner shall be specially allocated items
                 of Partnership income and gain for such year (and, if
                 necessary, subsequent years) in an amount equal to the
                 greater of (i) the portion of such Partner's share of
                 the net decrease in Partnership Minimum Gain,
                 determined in accordance with Treasury Regulations
                 Section 1.704-1T(b)(4)(iv)(f), that is allocable to
                 the disposition of Property subject to Nonrecourse
                 Debt, determined in accordance with Treasury
                 Regulations Section 1.704-1T(b)(4)(iv)(e), or (ii) if
                 such Partner would otherwise have an Adjusted Capital
                 Account Deficit at the end of such year, an amount
                 sufficient to eliminate such Adjusted Capital Account
                 Deficit.  Allocations pursuant to the previous
                 sentence shall be made in proportion to the respective
                 amounts required to be allocated to each Partner.  The
                 items to be so allocated shall be determined in
                 accordance with Treasury Regulations Section 1.704-
                 1T(b)(4)(iv)(e).  This Section 4.2.1(3)(c) is intended
                 to comply with the minimum gain chargeback requirement
                 in the Treasury Regulations and shall be interpreted
                 consistently therewith.  To the extent permitted by
                 the Treasury Regulations and for purposes of this
                 Section 4.2.1(3)(c) only, each Partner's Adjusted
                 Capital Account Deficit shall be determined prior to
                 any other allocations pursuant to this Section 4 with
                 respect to such fiscal year and without regard to any
                 net decrease in Partner Minimum Gain during such
                 fiscal year.

                      (d)       Nonrecourse Deductions.  Nonrecourse
                 Deductions for any fiscal year or other period shall
                 be specially allocated 1% to the General Partner and
                 99% to the Limited Partner.

                      (e)       Code Section 754 Adjustments.  To the
                 extent an adjustment to the adjusted tax basis of any
                 Partnership asset pursuant to Internal Revenue Code
                 Section 734(b) or Internal Revenue Code Section 743(b)
                 is required, pursuant to Treasury Regulations
                 Section 1.704-1(b)(2)(iv)(m), to be taken into account
                 in determining Capital Accounts, the amount of such
                 adjustment to the Capital Accounts shall be treated as
                 an item of gain (if the adjustment increases the basis
                 of the asset) or loss (if the adjustment decreases
                 such basis), and such gain or loss shall be specially
                 allocated to the Partners in a manner consistent with
                 the manner in which its Capital Accounts are required
                 to be adjusted pursuant to such section of the
                 Treasury Regulations.

                      (f)       Allocations to Qualified
                 Plans.  Notwithstanding anything contained in this
                 Agreement to the contrary:

                           (A) No distributive share of overall Partnership
                      loss allocable to a Partner that is not a
                      Qualified Plan shall exceed such Partner's
                      smallest distributive share of overall Partnership
                      income for any fiscal year and any such loss that
                      cannot be allocated because of this provision
                      shall be allocated to Partners that are Qualified
                      Plans; and

                           (B) No distributive share of overall Partnership
                      income allocable to a Partner that is a Qualified
                      Plan shall exceed such Partner's smallest
                      distributive share of overall Partnership loss for
                      any taxable year, provided, however, that overall
                      Partnership income shall be allocated among
                      Partners that are Qualified Plans to the maximum
                      extent permissible under Section 514(c)(9)(E)(ii)
                      of the Internal Revenue Code so that on a
                      cumulative basis, overall Partnership income
                      allocable to Partners that are Qualified Plans
                      pursuant to this Section 4.2.1(3)(f)(B) equals the
                      amount of overall Partnership losses specially
                      allocated to such Partners pursuant to
                      Section 4.2.1(3)(f)(A) above.

                      (g)       Priority Allocations.  After giving effect
                 to all other special allocations in this
                 Section 4.2.1(3), all or a portion of the remaining
                 items of Partnership income or gain for the year, if
                 any, shall be specially allocated to the Partners in
                 proportion to the cumulative distributions of both
                 (i) the 10% Preferred Return pursuant to
                 Section 4.1.2(3); and (ii) the Operating Cash
                 Preference pursuant to Section 4.1.1(1) from the
                 commencement of the Partnership to a date 30 days
                 after the end of such fiscal year until the aggregate
                 amounts allocated to each such Partner pursuant to
                 this Section 4.2.1(3)(g) for such fiscal year and all
                 previous fiscal years is equal to the cumulative
                 amount of such distributions to such Partner.  In
                 addition, in connection with a sale upon liquidation
                 of the Partnership, as described in Section 9.3, there
                 shall be allocated to each Limited Partner, an amount
                 of Net Income equal to the amount to be distributed to
                 such Partner under Section 9.3.1(c), (e) and (f),
                 provided that such allocation shall not duplicate the
                 allocation described in the preceding sentence.

                      (h)       Gain.  After giving effect to all of the
                 special allocations in this Section 4.2.1(3), any
                 remaining Partnership gain for any fiscal year
                 resulting from any Sales or other dispositions of
                 Partnership Property shall be allocated in the
                 following order and priority:

                           (A) First, to the Limited Partner, in proportion
                      to the sum of its Units, until the sum of the
                      cumulative gains allocated pursuant to this
                      Section 4.2.1(3)(h)(A) for the current and all
                      previous fiscal years and the cumulative Net
                      Income allocated to the Limited Partner pursuant
                      to Section 4.2.1(2) hereof for the current and all
                      previous fiscal years is equal to the cumulative
                      Net Losses allocated pursuant to
                      Section 4.2.1(1)(a) to the Limited Partner for the
                      current and all previous fiscal years;

                           (B) Second, 99% to the Limited Partner and 1% to
                      the General Partner in a total amount equal to the
                      excess, if any, of (i) the cumulative
                      distributions pursuant to Sections 4.1.1(3) and
                      4.1.1(5) hereof from the commencement of the
                      Partnership to the date 30 days after the end of
                      such fiscal year over (ii) the sum of the
                      cumulative Net Income allocated pursuant to
                      Section 4.2.1(2)(b) hereof for the current and all
                      previous fiscal years plus the cumulative gains
                      allocated pursuant to this Section 4.2.1(3)(h)(B)
                      for all previous fiscal years; and

                           (C) The balance, if any, 99% to the Limited
                      Partner in proportion to the sum of its Original
                      Invested Capital, and 1% to the General Partner.

                      (i)       Net Income Arising From Sale Upon
                 Liquidation of Partnership.  After giving effect to
                 the special allocations set forth in Section 4.2.1(3)
                 (other than those set forth in Section 4.2.1(3)(g) and
                 4.2.1(3)(h)) hereof, Net Income arising from a Sale
                 upon liquidation of the Partnership shall be allocated
                 as follows:

                           (A) First, 100% to the General Partner until the
                      aggregate Net Income allocated to the General
                      Partner pursuant to Section 4.2.1(2)(a) and this
                      Section 4.2.1(3)(i)(A) for such fiscal year and
                      all previous fiscal years is equal to the
                      aggregate Net Losses allocated to the General
                      Partner pursuant to Section 4.2.1(1)(b) hereof for
                      all previous fiscal years;

                           (B) Second, the balance, if any, 1% to the
                      General Partner and 99% to the Limited Partner
                      until the aggregate Net Income allocated to the
                      Partners pursuant to Section 4.2.1(2)(b) and this
                      Section 4.2.1(3)(i)(B) for such fiscal year and
                      all previous fiscal years is equal to the
                      aggregate Net Losses allocated to the Partners
                      pursuant to Section 4.2.1(1)(a) for all previous
                      fiscal years;

                           (C) Third, Net Income arising from a Sale upon
                      liquidation of the Partnership shall be allocated
                      pursuant to Section 4.2.1(3)(g);

                           (D) Fourth, Net Income arising from a Sale upon
                      liquidation of the Partnership shall be allocated
                      pursuant to Section 4.2.1(3)(h); and

                           (E) Any remaining Net Income arising from a Sale
                      upon liquidation of the Partnership shall be
                      allocated 1% to the General Partner and 99% to the
                      Limited Partner.

                      (j)       Partner Nonrecourse Deductions.  All
                 Partner Nonrecourse Deductions for any fiscal year or
                 other period shall be specially allocated to the
                 Partner who bears the economic risk of loss (as set
                 forth in Treasury Regulations Section 1.704-
                 1T(b)(4)(iv)(k)(1)) with respect to the Partner
                 Nonrecourse Debt to which such Partner Nonrecourse
                 Deductions are attributable in accordance with
                 Treasury Regulations Section 1.704-1T(b)(4)(iv)(h).

                      (k)       Partner Minimum Gain
                 Chargeback.  Notwithstanding any other provision of
                 this Section 4 (other than Section 4.2.1(3)(c) and
                 Section 4.2.1(3)(f)), if there is a net decrease in
                 Partner Minimum Gain attributable to a Partner
                 Nonrecourse Debt during any Partnership fiscal year,
                 each Partner who has a share of the Partner Minimum
                 Gain attributable to such Partner Nonrecourse Debt,
                 determined in accordance with Section 1.704-
                 1T(b)(4)(iv)(h)(5), shall be specially allocated items
                 of Partnership income and gain for such year (and, if
                 necessary, subsequent years) in an amount equal to the
                 greater of (i) the portion of such Partner's share of
                 the net decrease in Partner Minimum Gain attributable
                 to such Partner Nonrecourse Debt, determined in
                 accordance with Treasury Regulations Section 1.704-
                 1T(b)(4)(iv)(h)(5), that is allocable to the
                 disposition of Property subject to such Partner
                 Nonrecourse Debt, determined in accordance with
                 Treasury Regulations Section 1.704-1T(b)(4)(iv)(h)(4),
                 or (ii) if such Partner would otherwise have an
                 Adjusted Capital Account Deficit at the end of such
                 year, an amount sufficient to eliminate such Adjusted
                 Capital Account Deficit.  Allocations pursuant to the
                 previous sentence shall be made in proportion to the
                 respective amounts required to be allocated to each
                 Partner pursuant thereto.  The items to be so
                 allocated shall be determined in accordance with
                 Section 1.704-1T(b)(4)(iv)(h)(4) of the Treasury
                 Regulations.  This Section 4.2.1(3)(k) is intended to
                 comply with the minimum gain chargeback requirement in
                 the Treasury Regulations and shall be interpreted
                 consistently therewith.  Solely for purposes of this
                 Section 4.2.1(3)(k), each Partner's Adjusted Capital
                 Account Deficit shall be determined prior to any other
                 allocations pursuant to this Section 4 with respect to
                 such fiscal year, other than allocations pursuant to
                 Section 4.2.1(3)(c).

                      (l)       Curative Allocations.  Notwithstanding any
                 other provision of this Agreement, the Regulatory
                 Allocations shall be taken into account in allocating
                 items of income, gain, loss and deduction among the
                 Partners so that, to the extent possible, the net
                 amount of such allocations of other items and the
                 Regulatory Allocations to each Partner shall be equal
                 to the net amount that would have been allocated to
                 each such Partner if the Regulatory Allocations had
                 not occurred ("Curative Allocations").  For purposes
                 of applying the foregoing sentence, (i) Curative
                 Allocations shall only be made with respect to
                 allocations pursuant to Section 4.2.1(3)(e) to the
                 extent the General Partner reasonably determines that
                 such allocations will otherwise be inconsistent with
                 the economic agreement among the Partners, (ii) no
                 Curative Allocations attributable to Nonrecourse
                 Regulatory Allocations shall be made prior to the
                 Partnership fiscal year during which there is a net
                 decrease in Partnership Minimum Gain, and then only to
                 the extent necessary to avoid any potential economic
                 distortions caused by such net decrease in Partnership
                 Minimum Gain, (iii) Curative Allocations shall be
                 deferred with respect to allocations pursuant to
                 Section 4.2.1(3)(d) to the extent the General Partner
                 reasonably determines that such allocations are likely
                 to be offset by subsequent allocations pursuant to
                 Section 4.2.1(3)(c), (iv) no Curative Allocation
                 attributable to Partner Nonrecourse Regulatory
                 Allocations shall be made with respect to allocations
                 pursuant to Section 4.2.1(3)(j) relating to a
                 particular Partner Nonrecourse Debt prior to the
                 Partnership fiscal year during which there is a net
                 decrease in Partner Minimum Gain attributable to such
                 Partner Nonrecourse Debt, and then only to the extent
                 necessary to avoid any potential economic distortions
                 caused by such net decrease in Partner Minimum Gain,
                 and (v) Curative Allocations shall be deferred with
                 respect to allocations pursuant to Section 4.2.1(3)(j)
                 relating to a particular Partner Nonrecourse Debt to
                 the extent the General Partner reasonably determines
                 that such allocations are likely to be offset by
                 subsequent allocations pursuant to
                 Section 4.2.1(3)(k).  The General Partner shall have
                 reasonable discretion to apply, and divide among the
                 Partners, the Regulatory Allocations in whatever order
                 is likely to minimize the economic distortions that
                 might otherwise result from the Regulatory
                 Allocations.

          4.2.2       Recapture Income.  Each Partner's allocable share
    of Partnership Net Income which is characterized as ordinary
    income pursuant to Section 1245 or 1250 of the Internal Revenue
    Code shall be allocated to the Partners to whom the Net Income
    or Net Loss which included the prior corresponding depreciation
    deductions were allocated, such allocation to be made pro rata
    to the Partners in accordance with the manner in which such Net
    Income or Net Losses were allocated.

          4.2.3       Allocation of Partnership Items.  Except as
    otherwise provided in this Agreement, whenever a proportionate
    part of Net Income or Net Loss is allocated to a Partner, every
    item of income, gain, loss or deduction entering into the
    computation of such Net Income and Net Loss shall be considered
    allocated, and every item of credit or tax preference related to
    such Net Income and Net Loss and applicable to the period during
    which such Net Income or Net Loss was realized shall be
    allocated to the Partner in the same proportion.

          4.2.4       Special Allocations to General Partner.  To the
    extent compensation paid to the General Partner under this
    Partnership Agreement is determined not to be a guaranteed
    payment under Section 707(c) of the Internal Revenue Code, and
    is not paid to a General Partner other than in its capacity as
    a partner within the meaning of Section 707(a) of the Internal
    Revenue Code, the General Partner shall be specially allocated
    gross income of the Partnership at a time and in an amount equal
    to the amount of such compensation, and the General Partner's
    Capital Account shall be adjusted to reflect the payment of such
    compensation.  Such allocations shall be shared equally between
    the General Partners.

          4.2.5       Allocation Among Limited Partners. Except as
    otherwise provided in this Agreement, all allocations to the
    Limited Partners shall be in the ratio of the number of Units
    which are held by each such Limited Partner on the date of such
    allocation (which allocation date shall be deemed to be the last
    day of each month) to the total number of Limited Partner Units
    issued and outstanding as of such date, and, except as otherwise
    provided in this Agreement, without regard to the number of days
    during such month that the Limited Partner Units were held by
    each Limited Partner.  For purposes of this Section 4.2 only, an
    Assignee of Record shall be treated as a Limited Partner.

          4.2.6       Assignment.  In the event of the assignment of a
    Unit as a result of which the Assignee becomes an Assignee of
    Record, the Net Income or Net Loss and Distributions during the
    period commencing with the last allocation date before the
    assignment shall be apportioned as between the Partner and his
    Assignee based upon the number of months of its respective
    ownership during the year in which the assignment occurs,
    without regard to the results of the Partnership's operations
    during the period before or after such assignment.  An Assignee
    of a Unit who becomes an Assignee of Record during the first 15
    days of the month will receive any Distributions and allocations
    relative to such month.  An Assignee of a Unit who becomes an
    Assignee of Record on or after the 16th day of the month will be
    treated as acquiring his Unit on the first day of the following
    month.

          4.2.7       Quarterly Distributions.  The Partnership intends
    to make quarterly distributions (within 30 days after the first
    days of January, April, July and October of each year) of
    substantially all Distributable Cash available as determined by
    the General Partner, subject to the following: 
    (i) distributions may be restricted or suspended for limited
    periods when the General Partner determines in its absolute
    discretion that it is in the best interests of the Partnership;
    and (ii) all distributions are subject to the payment of
    Partnership expenses and to the maintenance of reasonable
    reserves for debt service, alterations, repairs, improvements,
    maintenance and replacement of furniture and fixtures.

          4.2.8       Power of General Partner to Vary Allocations of Net
    Income and Net Loss.  It is the intent of the Partners that each
    Partner's distributive share of Net Income or Net Loss and tax
    credits be determined and allocated in accordance with
    Section 4.2 of this Agreement to the fullest extent permitted by
    Section 704(b) of the Internal Revenue Code.  Therefore, if the
    Partnership is advised that the allocations provided in
    Section 4.2 of this Agreement are unlikely to be respected for
    federal income tax purposes, the General Partner is granted the
    power in Section 5.1.14 of this Agreement to amend the
    allocation provisions of this Agreement, on advice of
    accountants and legal counsel, to the minimum extent necessary
    to effect the plan of allocations and distributions provided in
    this Agreement and yet have such allocations respected for
    federal income tax purposes.

          4.2.9       Consent of Partners.  The methods hereinabove set
    forth by which the distributions and allocations of Net Income
    and Net Loss are made and apportioned are hereby expressly
    consented to by each Partner as a condition of becoming a
    Partner.

    4.3   Working Capital Reserve.  Until its dissolution and
liquidation, the Partnership shall use its best efforts to maintain
the Working Capital Reserve, Gross Operating Revenues and Cash from
Sale or Refinancing.


                                        ARTICLE 5

                              MANAGEMENT AND ADMINISTRATION

    5.1   Powers and Authority of the General Partner.  The General
Partners shall have complete and exclusive control over the
management of the Partnership's business and affairs, and the
Limited Partner shall have no right to participate in the
management or conduct of such business or affairs nor any power or
authority to act for or on behalf of the Partnership in any respect
whatsoever.  Except as otherwise expressly provided in this
Agreement, the General Partners shall equally have the right, power
and authority, on behalf of the Partnership and in its name, to
exercise all of the rights, powers and authority permitted to a
general partner under the CRLPA, including, without limitation, the
power and authority to do all of the following, at such times and
on such terms and conditions as it deems, in its absolute
discretion, to be in the best interests of the Partnership:

          5.1.1       To acquire, hold, sell, exchange, lease, rent or
    otherwise dispose of the Property, interests therein or
    appurtenances thereto, as well as personal or mixed property
    connected therewith, including the purchase, lease, development,
    improvement, maintenance, repair, exchange, trade or sale of the
    Property;

          5.1.2       To borrow money required for the business and
    affairs of the Partnership, to secure the repayment of such
    borrowing by executing mortgages or pledging or otherwise
    encumbering or subjecting to security interests all or any part
    of the assets of the Partnership, and to refund, refinance,
    increase, modify, consolidate or extend the maturity of any
    indebtedness created by such borrowing, or any such mortgage,
    pledge, encumbrance or other security device;

          5.1.3       To place record title to, or the right to use,
    Partnership assets in the name or names of a nominee or nominees
    for any purpose convenient or beneficial to the Partnership;

          5.1.4       To operate, manage and develop any Properties or
    other asset of the Partnership, to enter into agreements with
    others with respect to such management, operation and
    development, and to employ Persons, at the expense of the
    Partnership, in the operation and management of the Properties
    (including, but not limited to, supervisory managing agents,
    building or project managers, insurance brokers, real estate
    brokers and property appraisers);

          5.1.5       To purchase, at the expense of the Partnership,
    contracts of liability, casualty and other insurance for the
    protection of the assets or affairs of the Partnership or for
    any purpose convenient or beneficial to the Partnership;

          5.1.6       To invest Partnership funds in commercial paper,
    government securities, certificates of deposit, banker's
    acceptances, or similar investments having a maturity of not
    more than 360 days;

          5.1.7       To employ Persons, at the expense of the
    Partnership, to perform legal and independent auditing services
    in connection with the operation and management of the
    Partnership's business, and to provide services in connection
    with the preparation and filing of any tax return required of
    the Partnership;

          5.1.8       To incur, at the expense of the Partnership, bank
    charges with respect to bank accounts maintained, and expenses
    relating to the purchase of supplies, materials, equipment or
    similar items used in connection with the operation of, and
    escrow fees, recording fees, title insurance premiums and
    similar expenses in connection with the acquisition or
    disposition of, the Property;

          5.1.9       To cause the Partnership to participate in any
    transaction in any legal capacity other than that of partner or
    joint venturer;

          5.1.10      To enter into such agreements, contracts, documents
    and instruments with such parties, and to give such receipts,
    releases and discharges with respect to all of the foregoing and
    any matters incident thereto, as the General Partner may deem
    advisable, appropriate and convenient;

          5.1.11      To admit, without the consent of the Limited
    Partner, any Limited Partner or Substitute Limited Partner;

          5.1.12      To perform any and all other acts which the General
    Partner is obligated to perform hereunder;

          5.1.13      In addition to any amendments otherwise authorized
    herein, to amend this Agreement without any action on the part
    of the Limited Partner by special or general power of attorney
    or otherwise to amend the provisions of Sections 4.1, 4.2 and
    9.3 of this Agreement, if the Partnership is advised at any time
    by the Partnership's accountants or legal counsel that the
    allocations and distributions provided in such sections are
    unlikely to be respected for federal income tax purposes, either
    because of promulgation of Treasury Regulations under
    Section 704 of the Internal Revenue Code or other developments
    in the law.  The General Partner is empowered to amend such
    provisions to the minimum extent necessary in accordance with
    the advice of the accountants and counsel to effect the plan of
    allocations and distributions provided in this Agreement and yet
    have the allocations respected for federal income tax purposes. 
    New allocations made by the General Partner in reliance upon the
    advice of the accountants or counsel described above shall be
    deemed to be made pursuant to the fiduciary obligation of the
    General Partner to the Partnership and the Limited Partner, and
    no such new allocation shall give rise to any claim or cause of
    action by any Limited Partner;

          5.1.15      In the event that the State of California amends
    the CRLPA in any manner and, as a result of such amendment, tax
    counsel to the Partnership is unable to give the Partnership an
    opinion to the effect that the Partnership will be treated as a
    partnership for federal income tax purposes and not as an
    association taxable as a corporation, then in the sole
    discretion of the General Partner, to reconstitute the
    Partnership under the laws of another state;

          5.1.16      To require in any Partnership contracts that the
    General Partner shall not have any personal liability thereon,
    but that the Person or entity contracting with the Partnership
    is to look solely to the Partnership and its assets for
    satisfaction;

          5.1.17      To execute, acknowledge and deliver any and all
    instruments to effectuate the foregoing, and to take all such
    action in connection therewith as the General Partner shall deem
    necessary or appropriate.  Any and all documents or instruments
    may be executed on behalf and in the name of the Partnership by
    the duly authorized signature of any agent of the General
    Partner;

          5.1.18      To represent the Partnership and Partners as "Tax
    Matters Partner" within the meaning of the Code in discussions
    with the Internal Revenue Service regarding the tax treatment of
    items of Partnership income, loss, deduction or credit, or any
    other matter reflected in the Partnership's information returns,
    and, if deemed appropriate and in the best interests of the
    Partners, to agree to final Partnership administrative
    adjustments or file a petition for a readjustment of the
    Partnership items in question with the United States Tax Court,
    the appropriate United States District Court or the United
    States Claims Court; 

          5.1.19      To annually make available to trustees of Qualified
    Plans and IRAs Unit valuation information which the General
    Partner deems appropriate, but only to the extent such
    information is otherwise readily available from records actually
    maintained by the Partnership; and

          In the exercise of its powers and authority, the General
Partner shall have fiduciary responsibility for the safekeeping and
use of all funds and other assets of the Partnership, whether or
not the same are in the immediate possession or control of the
General Partner.  The General Partner shall not employ, or permit
another to employ, any such funds or assets in any manner except
for the purpose of benefiting the Partnership.

    5.2   Duties of the General Partner.  In addition to any other
obligations imposed upon it by this Agreement, the General Partner
shall have the specific duties described below.  The General
Partner may allocate any or all such duties and obligations, by
written agreement, and may also allocate by such agreement fees and
other compensation to be paid the General Partner for or with
respect to performance of such duties and obligations.

          5.2.1       Maintenance of Limited Partnership Status.  The
    General Partner shall now and hereafter take all actions
    reasonably practicable to maintain the Partnership's valid
    existence and status as a limited partnership under the CRLPA
    and to permit the Partnership to conduct its business,
    including, without limitation, making all of the filings
    specified in Section 1.5 hereof.

          5.2.2       Acquisition of the Property.  The General Partner
    shall have examined, investigated and approved the Property
    prior to its acquisition.

          5.2.3       Management of the Property.  The General Partner
    shall at all times be responsible for providing to the
    Partnership, either through its own employees or other agents,
    who may be Affiliates of the General Partner, or by qualified
    real property managers engaged by it, property management
    services for the Property, including supervision of the
    operation of the Property, monitoring and projecting the
    economic results of the operation of the Property, monitoring
    all lease agreements, management agreements, maintenance
    agreements and other such contracts, and making periodic
    determinations of the appropriate amount of the Working Capital
    Reserve.  To the extent that the General Partner engages third
    Persons, including Affiliates, to manage the Property, the
    General Partner shall oversee such management and shall pay the
    fees charged by such third Persons; provided, however, that
    nothing contained in this Agreement shall preclude the General
    Partner from hiring for each Property, at the Partnership's cost
    and expense, an on-site building manager or superintendent, or
    similar such Person providing building management services
    full-time with respect to such Property.

          5.2.4       Disposition of the Property.  The Partnership may
    engage any of the General Partner and Affiliates, on a
    nonexclusive basis, to sell the Property for the Partnership.

          5.2.5       Insurance.  The General Partner shall obtain and
    keep in force policies of fire and extended coverage, worker's
    compensation and public liability insurance covering the
    Partnership and the Property, with such carriers and in such
    amounts as the General Partner deems appropriate, but no less
    (and in deductible amounts no greater) than customarily
    maintained for properties similar to the Property.  Any such
    policies of insurance may, at the election of the General
    Partner, name the General Partner as an additional insured
    thereunder, provided, however, that the Partnership shall obtain
    no such policy naming the General Partner as additional insured
    if any of the terms of such policy have the effect of
    indemnifying the General Partner against liabilities not
    permitted to be indemnified under any applicable law or
    regulation.

          5.2.6       Net Worth.  The General Partner shall at all times
    use its best efforts to maintain a net worth sufficient to
    satisfy currently applicable Treasury Regulations and rulings,
    procedures and policies of the Internal Revenue Service (or
    controlling decisions by federal courts under the Internal
    Revenue Code, as amended), concerning treatment of the
    Partnership for federal income tax purposes as a partnership and
    not as an association taxable as a corporation.

          5.2.7       Avoidance of Investment Company Status.  The
    General Partner shall use its best efforts to insure that the
    Partnership at no time becomes an investment company, as such
    term is defined in the Investment Company Act of 1940.

          5.2.8       Records.  The General Partner shall keep at the
    Partnership's office in California the following Partnership
    documents:

                 (1)       A current list of the full name and last known
          business or residence address of each Partner, together
          with the contribution and share in Net Income and Net
          Losses of each Partner;

                 (2)       A copy of the Certificate of Limited
          Partnership, and all Certificates of Amendment, and
          executed copies of any powers of attorney pursuant to which
          any certificate has been executed;

                 (3)       Copies of the Partnership's federal, state and
          local income tax or information returns and reports if any,
          for the six most recent fiscal years;

                 (4)       Copies of the original Agreement and all
          amendments to the Agreement;

                 (5)       Financial statements of the Partnership for the
          six most recent fiscal years;

                 (6)       The Partnership' s books and records for at
          least the current and past three fiscal years; and

                 (7)       Originals or copies of all minutes, actions by
          written consent, consents to action and waivers of notice
          of Partner and Limited Partner votes, actions and consents.

          5.2.9       Delivery to Limited Partners and Inspection.  The
    Limited Partner have the following rights regarding access to
    Partnership records:

                 (1)       Upon the request of a Limited Partner, the
          General Partner shall promptly deliver to the requesting
          Limited Partner, at the expense of the Partnership, a copy
          of the information required to be maintained by
          Sections 5.2.8(1), (2) or (4).

                 (2)       The Limited Partner has the right, upon
          reasonable request, to the following:

                      (A)       Inspect and copy, at such Limited Partner's
                 expense, during normal business hours any of the
                 Partnership records required to be maintained by
                 Section 5.2.8; and

                      (B)       Obtain, at the Limited Partner's expense,
                 from the General Partner promptly after becoming
                 available, a copy of the Partnership's federal, state
                 and local income tax or information returns for each
                 year.

          5.2.10      Reports.  The General Partner shall cause to be
    prepared and distributed to each of the Partners the following
    reports:

                 (1)       Within 60 days after the end of each calendar
          quarter, a quarterly report containing:

                      (A)       A balance sheet for the Partnership as of
                 the end of such period;

                      (B)       A statement of Net Income (or Net Loss) of
                 the Partnership for such period;

                      (C)       A cash flow statement of the Partnership
                 for such period; and

                      (D)       Other pertinent information regarding the
                 Partnership and its activities.

          All of such financial statements may be unaudited.

                 (2)       Within 120 days after the end of each fiscal
          year of the Partnership, an annual report containing:

                      (A)       A balance sheet of the Partnership as of
                 the end of such fiscal year, and statements of Net
                 Income (or Net Loss), Partners' equity, changes in
                 financial position, and cash flow for the Partnership
                 for such fiscal year;

                      (B)       A report of the activities of the
                 Partnership during such fiscal year, all of which
                 financial statements shall be prepared in accordance
                 with generally accepted accounting principles and all
                 of which (except such cash flow statement) shall be
                 accompanied by an audit report of an independent
                 certified public accountant; and

                      (C)       A description of all Distributions to the
                 Limited Partner which shall separately identify
                 Distributions from:  (i) Distributable Cash from
                 Operations during such fiscal year; (ii) Distributable
                 Cash from Operations during a prior fiscal year which
                 were held in the Working Capital Reserve;
                 (iii) Distributable Cash from Sale or Refinancing; and
                 (iv) the original Working Capital Reserve.

                 (3)       Within 75 days after the end of each fiscal
          year of the Partnership, a copy of that portion of the
          Partnership's federal income tax return for such year as
          the Limited Partner may need for preparation of its federal
          income tax returns; and

                 (4)       Within 60 days after the end of each
          semi-annual period in each fiscal year in which the General
          Partner receive fees for services from the Partnership
          (including Acquisition Fees), a report containing a
          detailed statement setting forth the services rendered, or
          to be rendered, by each General Partner and the amount of
          fees received therefor.  Concurrently with the transmittal
          to the Partners of each report required by this
          Section 5.2.10, the General Partner shall also cause a copy
          of such report to be filed with the Commissioner of
          Corporations of the State of California and with such other
          state securities regulatory agencies (if any) as may
          require such filing.

          5.2.11      Interim Reports; Accountant's Report.  If as of the
    end of the fiscal year there are more than 35 Limited Partners:

                 (1)       Limited Partners owning at least 5% of the
          Units may make a written request to the General Partner for
          an income statement of the Partnership for the initial
          three-month, six-month or nine-month period of the current
          fiscal year ended more than 30 days before the date of the
          request, and a balance sheet of the Partnership as of the
          end of that period.  The statement shall be delivered or
          mailed to the Limited Partners within 30 days after the
          request; and

                 (2)       The financial statements referred to herein
          shall be accompanied by a report if any, from the
          independent accountant engaged by the Partnership.  If
          there is no report, the financial statements shall be
          accompanied by the certificate of the General Partner
          stating that the financial statements were prepared without
          audit from the books and records of the Partnership.

          5.3    Restrictions on Authority of General Partner.

          5.3.1       Actions Requiring Consent of the Limited
    Partner.  Without the prior written consent of the Limited
    Partner, the General Partner shall not have the authority to:

                 (1)       Do any act in contravention of this Agreement;

                 (2)       Do any act that would make it impossible to
          carry on the ordinary business of the Partnership (except
          as provided in Section 5.3.2(1) hereof);

                 (3)       Confess a judgment against the Partnership;

                 (4)       Possess any Partnership assets, or assign its
          right in any such assets, for other than a Partnership
          purpose; or

                 (5)       Knowingly perform any act that would subject
          the Limited Partner to liability as general partners in any
          jurisdiction.

          5.3.2       Actions Requiring Consent of a Majority-In-Interest
    of the Limited Partners.  Without the consent of a Majority-In-
    Interest of the Limited Partners, the General Partner shall not
    have authority to:

                 (1)       Sell, or otherwise dispose of, all or
          substantially all of the assets of the Partnership, except
          where such sale is part of (i) the disposition of the
          Property (whether real, personal or mixed) in the ordinary
          course of business or (ii) the orderly liquidation and
          winding up of the Partnership upon its termination and
          dissolution, in either of which case no consent of the
          Limited Partner will be required;

                 (2)       Elect to dissolve the Partnership, except upon
          the removal, bankruptcy, death, insanity or dissolution of
          the General Partner;

                 (3)       Amend this Agreement or the Certificate of
          Limited Partnership except as provided in Section 12.2
          hereof; or

                 (4)       Retire as a General Partner.

          5.3.3       Unconditional Restrictions on General Partner's
    Authority.  The General Partner shall have no authority to:

                 (1)       Grant to itself or any Affiliate an exclusive
          right or engagement to sell any Property;

                 (2)       Enter into any agreement or arrangement on
          behalf of the Partnership with itself or any Affiliate for
          the provision of services or supply of goods, except as set
          forth in Article 6 hereof, unless such agreement (i) does
          not contravene applicable Legal Restrictions and
          (ii) permits termination thereof by the Partnership without
          penalty on no more than 60 days prior notice;

                 (3)       Sell or lease any Property or other Partnership
          asset to itself or to any Affiliate;

                 (4)       Lend any Partnership funds or other assets to
          the General Partner or any Affiliate;

                 (5)       Commingle funds of the Partnership with the
          funds of any other Person;

                 (6)       Receive or permit any Affiliate to receive from
          the Partnership any rebate or give up, or participate or
          permit any Affiliate to participate in any reciprocal
          business arrangements that would circumvent the foregoing
          restriction or any other restrictions herein against
          dealings between the Partnership and the General Partner
          and its Affiliates;

                 (7)       Directly or indirectly pay or award any
          finder's fees, commissions or other compensation to any
          Person engaged by a potential investor in Units for
          investment advice as an inducement to such Person to
          recommend the purchase of Units to such potential investor,
          provided, however, that the foregoing shall not preclude
          normal sales commissions payable to registered
          broker/dealers or other properly licensed Persons for
          selling Units;

                 (8)       Make any assessment on the Limited Partner;

                 (9)       Admit any Limited Partner or General Partner to
          the Partnership except in accordance with the provisions of
          this Agreement;

                 (10)      Make any distributions to the Partners of the
          cash or other assets of the Partnership, except as
          expressly provided in this Agreement;

                 (11)      Invest in limited partnership interests of
          another program;

                 (12)      Except as provided in Section 6.3 hereof, enter
          into any agreement or arrangement by which the Limited
          Partner or the Partnership waive or otherwise limit any of
          the fiduciary obligations of the General Partner; or

                 (13)      Acquire any future Property on behalf of the
          Partnership in exchange for Units.

                 (14)      The General Partner shall only incur or cause
          the Partnership to incur indebtedness in an amount
          necessary to acquire, operate and maintain the Property. 
          For so long as any mortgage lien exists on the Property,
          the General Partner shall not cause the Partnership to
          incur, assume, or guaranty any other indebtedness.

                 (15)      For so long as the Partnership remains
          mortgagor of the Property, the General Partner shall not
          cause the Partnership to dissolve. 

                 (16)      The General Partner shall not and shall not
          cause the Partnership to consolidate or merge with or into
          any other entity or convey or transfer the Property and
          assets substantially as an entirety to any entity unless

                      (i)       the entity (if other than the General
                      Partner or the Partnership) formed or surviving
                      such consolidation or merger or that acquired by
                      conveyance or transfer the Property and assets of
                      the General Partner or the Partnership
                      substantially as an entirety (a) shall be
                      organized and existing under the laws of the
                      United States of America or any State or the
                      District of Columbia, (b) shall include in its
                      organizational documents the same limitations set
                      forth in this subsection 5.3.3(16) Article 14 and
                      (c) shall expressly assume the due and punctual
                      performance of the Partnership's obligations; and 

                      (ii)      immediately after giving effect to such
                      transaction, no default or event of default under
                      any agreement to which it is a party shall have
                      been committed by this Partnership and be
                      continuing.

                 (17)      For so long as a mortgage lien exists on the
          Property, the General Partner shall not voluntarily
          commence a case with respect to itself, as debtor, under
          the Federal Bankruptcy Code or any similar federal or state
          statute without the unanimous consent of the Board of
          Directors.  

                 (18)      For so long as a mortgage lien exists on the
          Property, no material amendment to the General Partner's
          certificate of incorporation or to the bylaws of the
          General Partner may be made without first obtaining
          approval of the mortgagees holding any first mortgage on
          the Property.

    5.4   Method of Action by General Partner.  The Partnership may
act by any of the General Partners, and each General Partner is
authorized to perform any act within the General Partners' power
and authority under this Agreement, provided such act has been duly
authorized by all General Partners.  Except as provided in
Section 8.1 hereof, neither the Partnership nor any of the General
Partners shall take any action that has not been approved by all of
the General Partners.  Any Individual General Partner or any
officer of a Corporate General Partner may execute, sign and
deliver documents and instruments on behalf of the Partnership, and
all such documents and instruments shall constitute duly executed
and delivered documents and/or instruments of the Partnership.

    5.5   Time and Efforts of the General Partner.  The General
Partner shall devote such of its time and efforts to the
Partnership's business as, in its sole discretion, it deems to be
necessary for the proper management and supervision of the
Partnership's business and assets.  The Limited Partner hereby
acknowledges that the General Partner, Income Growth Management,
Inc. has other businesses and will engage in activities other than
those relating to the Partnership, including, without limitation,
the acquisition, development, management, operation, maintenance,
refinancing and sale, both for itself and for others, of real
properties, some of which may be comparable to or competitive with
the Property.  Nothing in this Agreement or in the relationship of
the General Partner to the Partnership and the Limited Partner
shall preclude General Partner, Income Growth Management, Inc. from
engaging in such other businesses and activities (including,
without limitation, businesses and activities that may in some
instances be competitive with the Partnership), or create in the
Partnership or in any Partner any right to the income or proceeds
derived from such other businesses or activities, or create any
other obligations or liabilities on the part of such General
Partner to the Partnership or to any Partner by reason thereof. 
The Limited Partner acknowledges that all of General Partner IGPX
Mission Park, Inc.'s time and activity shall be devoted solely to
the management of the Partnership's business and activities.

    5.6   Power of Attorney.  The Limited Partner hereby irrevocably
makes, constitutes and appoints the General Partner with full power
of substitution, its true and lawful attorney-in-fact, in its name
alone, place and stead to make, execute, sign, acknowledge, record,
file and publish, on behalf of it and of the Partnership, the
following:

          5.6.1       The Certificate of Limited Partnership, fictitious
    business name statements and any and all other certificates or
    instruments that are required to be filed pursuant to
    Section 1.5 hereof;

          5.6.2       Upon the termination of the Partnership, a
    certificate of cancellation of the Partnership and such other
    instruments and documents required to effect such termination or
    by Section 12.2 hereof;

          5.6.3       Any contract for purchase or sale of real estate,
    and any deed, deed of trust, mortgages or other instrument of
    conveyance or encumbrance, with respect to the Property; and

          5.6.4       Any and all such other instruments as the General
    Partner may deem necessary or desirable to effect the purposes
    of this Agreement and carry out fully its provisions, in
    accordance with its terms.

          The power of attorney hereby granted is acknowledged to be
coupled with the interest of the General Partner in the Partnership
and its assets, and is therefore irrevocable and shall survive the
death, incapacity, termination or dissolution of any Limited
Partner granting the power, or the assignment by any Limited
Partner of all or any of his Units.  Such power of attorney may be
exercised by the General Partner by and through one or more of the
officers of such General Partner, or by listing the names of all of
the Limited Partners executing any instrument subscribed with a
single signature for such General Partner as attorney-in-fact for
them, or by such other method as may be required or requested in
connection with the recording or filing of any instrument or other
document so executed.  Each instrument and other document executed
under the power of attorney granted hereby shall be in such form as
the General Partner and counsel for the Partnership deem
appropriate.

    5.7   Section 754 Election.  The General Partner shall have the
authority, but not the obligation, to make or revoke, on behalf of
the Partnership, the election provided for in Section 754 of the
Internal Revenue Code and such other elections, as the General
Partner, in its sole discretion, determines to be in the best
interests of the Limited Partner.

    5.8   Fiscal Year.  The Partnership's fiscal year shall be the
calendar year, and the Partnership's tax year shall be the same as
its fiscal year.

    5.9   Banking.  All funds of the Partnership shall be deposited
in a separate and distinct bank account or accounts, as determined
by the General Partner, and all withdrawals from such accounts
shall be made upon checks signed by the General Partner (or by such
other Person or Persons as the General Partner may authorize) or by
such other method(s) of withdrawal as the General Partner may
authorize.


                                        ARTICLE 6

                      COMPENSATION OF GENERAL PARTNER AND EXPENSES

    6.1   General Partner's Compensation.  In addition to the
distributions to the General Partner provided for in Section 4.1
hereof for services rendered by the General Partner to the
Partnership, the General Partner shall be compensated as follows:
          6.1.1       Acquisition Fees.  For services rendered in
    connection with an acquisition of real property by the
    Partnership, the General Partner, or an Affiliate of the General
    Partner, shall be entitled to receive from the Partnership, at
    the time the Partnership acquires a Property, an Acquisition Fee
    in an amount equal to 3% of the Purchase Price of the Property
    being acquired by the Partnership, subject to the lesser of the
    following limitations:

                 (1)       Any such Acquisition Fee shall not exceed the
          normal and competitive rate for similar services in the
          locality where the services are provided.

                 (2)       The total of such Acquisition Fee paid pursuant
          to this Section 6.1.1 plus any other Acquisition Fee known
          to the General Partner to be paid to any person by any
          person in connection with the acquisition or development of
          the Property by the Partnership shall not exceed an amount
          equal to the normal and competitive rates for similar
          services in the locality where the services are provided. 
          The Acquisition Fee paid to the General Partner shall be
          reduced to the extent that Acquisition Fees to be paid to
          any Person by any Person in connection with the acquisition
          or development of the Property by the Partnership exceeds
          the maximum set forth in this Section 6.1.1.

                 (3)       The sum of the Purchase Price of any Property
          acquired by the Partnership and the Acquisition Fee shall
          not exceed the fair market value of the Property as
          substantiated by an independent, qualified appraisal.

          6.1.2       Management Fee.  In the event that the General
    Partner (or its Affiliates) renders services to the Partnership
    in connection with the management and operation of the
    Properties, the General Partner (or its Affiliates) shall be
    entitled to receive a monthly Management Fee equal to 5% of the
    Gross Property Revenues earned during the calendar month for
    which such fee is paid.  Each such fee shall be paid on or
    before the thirtieth (30th) day after the end of the calendar
    month for which it is payable.  Notwithstanding the above, such
    Management Fee paid to the General Partner or its Affiliates
    shall be competitive in price and terms with that which would be
    charged by a nonaffiliated Person for comparable services which
    could reasonably be made available.  In addition, in the event
    any Management Fee is paid by the Partnership to a nonaffiliated
    Person for similar management services, the total of all such
    fees payable to all Persons shall not exceed a single standard
    property management fee, as provided herein.

          6.1.3       Subordinated Real Estate Commissions on Sale of
    Partnership Real Estate.  The General Partner shall be entitled
    to receive a fee in connection with any sale of the Property
    effected in whole or in part through the efforts of the General
    Partner, or any Affiliate, including, without limitation, sales
    in which the General Partner is instrumental in (i) identifying
    or interesting the buyer in the Property, (ii) negotiating the
    terms of such sale, (iii) investigating the then available
    market for sale of the Property and determining what offer the
    Partnership should make or accept in connection with a
    prospective sale thereof, (iv) investigating the financial
    condition, experience and reputation of the buyer, where any
    portion of the Purchase Price for such sale is to be deferred,
    or (v) performing any services that are customarily performed in
    connection with sales of real estate by real estate brokers
    acting for the seller.  Nothing contained in this Section 6.1.3
    shall be deemed to give any General Partner or any Affiliate of
    the General Partner an exclusive right to list or sell any
    Property.  The fee (if any) paid to the General Partner under
    this Section 6.1.3 shall be the same as the customary fee the
    Partnership would pay to an independent real estate broker for
    the sale of the Property in question, subject to and limited by
    the following conditions:

                 (1)       With respect to any sale of a Property by the
          Partnership on which the General Partner will collect a fee
          under this Section 6.1.3, the aggregate amount of such fee
          and all real estate brokerage commissions or similar fees
          paid to other Persons shall not exceed 6% of the contract
          price for the Property and the amount payable to the
          General Partner shall not exceed 3% of the contract price;
          and

                 (2)       Payment of any such fees to the General Partner
          (other than payments in the form of promissory notes that
          are subordinated to the return of Capital Contributions to
          the Limited Partner) shall be deferred until the Limited
          Partner has received, in distributions under either
          Section 4.1.2 or 9.3.1 hereof, an aggregate amount equal to
          its Adjusted Invested Capital plus a 10% per annum
          cumulative, but not compounded, return on its Adjusted
          Invested Capital.  After such condition has been satisfied,
          however, such fees shall be paid to the General Partner out
          of Distributable Cash from Sale or Refinancing.

    6.2   Operating Expenses.

          6.2.1       Payment Generally.  Subject to limitations
    expressly set forth in Section 6.2.2 hereof and elsewhere in
    this Agreement, the Partnership shall pay all of the costs and
    expenses incurred in acquiring, operating, maintaining,
    refinancing and disposing of the Properties, conducting the
    other affairs of the Partnership and dissolving, liquidating,
    winding up and terminating the Partnership.  All such
    Partnership costs and expenses shall be billed directly to, and
    paid in the first instance by, the Partnership, except for costs
    reimbursable to the General Partner under Section 6.2.2 hereof.

          6.2.2       Reimbursements to General Partner.  Except as
    provided in this Section 6.2.2, the Partnership shall not
    reimburse the General Partner or any Affiliate for its general
    or administrative overhead or any of the expenses of any of the
    officers and directors of the General Partner and Affiliates not
    directly attributable to the rendering of services or providing
    facilities to the Partnership, and no payment shall be made for
    services for which the General Partner (or any Affiliate) are
    entitled to compensation by way of any Management Fees or
    subordinated real estate commissions on sales of the Properties
    or the General Partner's interest in the Partnership. 
    Notwithstanding the foregoing general prohibition on
    reimbursement to the General Partner and Affiliates, however,
    the Partnership shall reimburse a General Partner or an
    Affiliate, as set forth below, for all accounting,
    documentation, professional (including, but not limited to,
    regulatory reporting and legal services), recording and Partner
    communications expenses incurred for the Partnership.  Such
    expenses shall be reimbursed in amounts equal to the lower of
    (i) such General Partner's or Affiliate's actual costs for the
    services or facilities provided, or (ii) 90% of the rates
    customarily charged for similar services or facilities in the
    same or comparable geographic location by Persons dealing at
    arm's-length and having no affiliation with the Partnership. 
    "Actual cost" as used herein means the pro rata cost of
    personnel or facilities including an allocation for the direct
    cost associated therewith (as if such personnel were part-time
    employees of the Partnership or such facilities were time-shared
    among the Partnership and others), all based on the amount of
    time such personnel spent or such facilities were used on
    business or affairs of the Partnership.  The General Partner has
    an adequate staff to render the required administrative
    services.  For purposes of reimbursement to a General Partner or
    Affiliate, accounting, documentation, professional and recording
    expenses of the Partnership shall not include the cost of time
    devoted to the Partnership's business affairs by any executive
    personnel of a General Partner or Affiliate who will be involved
    in making investment and other management decisions for the
    Partnership (or by any of its successors in such role), but may
    include time spent by officers and other employees of the
    General Partner and Affiliates who do not have such executive
    responsibility.  The provision of any services to the
    Partnership shall be embodied in a written contract describing
    services to be rendered and compensation to be paid therefor and
    providing that the contract will be terminable without penalty
    upon 60 days notice.

    6.3   Indemnification of General Partner.

          6.3.1       Indemnification Generally.  The Partnership its
    receiver or trustee shall hold harmless, indemnify and defend
    the General Partner and its shareholders, directors, officers
    and other employees from and against any claim, liability or
    expense (including, without limitation, reasonable attorneys'
    fees) suffered by them by virtue of any act performed or omitted
    to be performed by them in connection with the Partnership's
    activities, provided, that if such claim, liability or expense
    arises out of any action or inaction by the General Partner, or
    other related Person, the General Partner must have determined,
    in good faith, that such course of conduct was in the best
    interests of the Partnership, and such course of conduct must
    not have constituted negligence or misconduct by the General
    Partner.  All judgments against a General Partner, concerning
    which such General Partner is entitled to indemnification, shall
    be satisfied from Partnership assets before such General Partner
    shall be held responsible.

          6.3.2       Restrictions on Indemnification.  Notwithstanding
    Section 6.3.1 hereof, the Partnership shall not indemnify any
    General Partner or shareholder, director, officer or other
    employee thereof, for liability imposed or expenses incurred in
    connection with any claim arising out of a violation of the
    Securities Act of 1933, or any other federal or state securities
    law, with respect to the offer and sale of the Units. 
    Indemnification will be allowed for settlements and related
    expenses in lawsuits alleging securities law violations, and for
    expenses incurred in successfully defending such law suits,
    provided that a court either:

                 (1)       approves the settlement and finds that
          indemnification of the settlement and related costs should
          be made; or

                 (2)       approves indemnification of litigation costs,
          if a successful defense is made.

    If the General Partner seek indemnification, it will apprise the
    court of the position of the Securities and Exchange Commission
    and applicable state securities laws commissions (including the
    California Commissioner of Corporations) with respect to
    indemnification for securities law violations, before seeking
    court  approval for indemnification.

          6.3.3       Indemnification Limited to Partnership Assets.  Any
    indemnification hereunder shall be made only to the extent of
    the Partnership's assets, and no Limited Partner shall be
    personally liable on such indemnification.  Any indemnification
    shall be fully subordinated to any obligations respecting the
    Property and shall not constitute a claim against the
    Partnership in the event that cash flow is insufficient to pay
    such obligations.

    6.4   Exoneration of General Partner for Acts in Good
Faith.  Notwithstanding any other provision hereof, and to the
maximum extent permissible under applicable law, the Partnership
and  of the Limited Partner hereby waives and releases the General
Partner, its shareholders, directors, officers, employees, and
other agents from any and all claims and liabilities by reason of
adverse results to the Partnership or any Limited Partner of any
act or failure to act on the part of the General Partner, in the
performance of any duty of the General Partner hereunder, so long
as the General Partner was proceeding in good faith to promote the
best interests of the Partnership and did not act in a manner which
would constitute negligence or misconduct.


                                        ARTICLE 7

                                LIMITED PARTNER INTEREST

    7.1   Limited Liability.  Except as otherwise provided by
applicable state law, a Limited Partner shall not be liable for any
of the debts, liabilities, contracts or other obligations of the
Partnership, except to the extent of the Capital Contribution made
by him in return for the Units.  Once such Capital Contribution is
fully paid to the Partnership, in cash, a Limited Partner shall not
be obligated to make any further contribution to, or be subject to
any assessment by, the Partnership.

    7.2   Withdrawal and Return of Limited Partner's Capital
Contribution.  Except upon the dissolution and liquidation of the
Partnership, no Limited Partner shall be entitled to withdraw any
of his Capital Contribution, and no Limited Partner shall have the
right to receive a return of his Capital Contribution at any time
in property other than cash.

    7.3   Role of Limited Partners.  The Limited Partners shall take
no part in, nor in any manner interfere with, the management,
control, conduct or operation of the Partnership, its business or
assets, and shall have no right or authority to act for or bind the
Partnership in any particular; provided, however, that the Limited
Partners shall have the right, by vote of a Majority-In-Interest
thereof, to:

          7.3.1       Remove a General Partner, as provided in
    Section 8.1 hereof;

          7.3.2       Elect or approve a successor to any removed or
    withdrawn General Partner, as provided in Section 8.3 hereof;

          7.3.3       Dissolve the Partnership;

          7.3.4       Approve any amendment of this Agreement, except as
    otherwise provided in Section 12.2 hereof; and

          7.3.5       Approve any proposed sale of all or substantially
    all of the assets of the Partnership, except as permitted
    without consent of the Limited Partners under
    Subsection 5.3.2(1) hereof.

Any vote of the Limited Partners taken pursuant to this Section 7.3
may be taken either at a meeting of the Limited Partners of Record,
to be called in accordance with Section 7.5 hereof or, without a
meeting in accordance with Section 7.10.

    7.4   Unanimous Votes; Consent of General Partner.  Each Limited
Partner shall be entitled to one vote for each Unit he owns and to
the equivalent fraction of one vote for each fraction of a Unit he
owns.  Any amendment that would affect the compensation to be paid
to the General Partner under this Agreement or the General
Partner's interest in the Partnership, the election of an
additional General Partner when the General Partner will continue
as such, extension of the term of the Partnership and any amendment
that would affect the rights, powers or authorities of the General
Partner as provided for in this Agreement, shall also require the
consent of the General Partner to pass and become effective. 
Election of a General Partner or election to continue to be a
General Partner (other than by removal) where there is no remaining
General Partner, and any amendment that would reduce the economic
interest of the Limited Partners in the Partnership or increase its
obligations or liabilities thereto shall require the consent of
each of the Limited Partners to pass and become effective.

    7.5   Meetings of the Limited Partners.  The General Partner may
at any time call for a meeting of the Partners, or for a vote
without a meeting, on matters on which the Limited Partners are
entitled to vote, and shall call for such a meeting (but not a vote
without a meeting) following receipt of a written request therefor
of Limited Partners holding 10% or more of the Units entitled to
vote as of the record date.  Within 20 days (or as soon as
practicable if the date for the meeting specified in the request,
if any, is earlier) after receipt of such request, the General
Partner shall notify all Limited Partners of record as of the
record date of the Partnership meeting.

    7.6   Notice.  Written notice of each meeting shall be given to
each Limited Partner entitled to vote, either personally or by mail
or other means of written communication, charges prepaid, addressed
to such Limited Partner at his address appearing on the books of
the Partnership or given by him to the Partnership for the purpose
of notice or, if no such address appears or is given, at the
principal executive office of the Partnership, or by publication of
notice at least once in a newspaper of general circulation in the
county in which such office is located.  All such notices shall be
sent to each Limited Partner entitled thereto not less than 10 nor
more than 60 days before such meeting.  The notice shall specify
the place, date and hour of the meeting and the general nature of
business to be transacted, and no other business shall be
transacted at the meeting.  In addition, the notice shall state
such other matters, if any, as may be expressly required by law.

    7.7   Adjourned Meeting and Notice Thereof.  When a Limited
Partners' meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting, the Partnership may transact any
business which might have been transacted at the original meeting. 
If the adjournment is for more than 45 days or if after the
adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each Limited
Partner of record entitled to vote at the meeting.

    7.8   Quorum.  Except as to matters as to which this Agreement
requires a greater vote, the presence in Person or by proxy of the
Persons entitled to vote a Majority-In-Interest of the Units shall
constitute a quorum for the transaction of business.  The Partners
present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Partners to leave less
than a quorum, if any action taken (other than adjournment) is
approved by at least a Majority-In-Interest or such greater vote as
may be required by this Agreement or by law.  In the absence of a
quorum, any meeting of Partners may be adjourned from time to time
by the vote of a majority of the Units represented either in Person
or by proxy, but no other business may be transacted, except as
provided above.

    7.9   Consent of Absentees.  The transactions of any meeting of
Partners, however called and noticed and wherever held, are as
valid as though had at a meeting duly held after regular call and
notice, if a quorum is present either in Person or by proxy, and
if, either before or after the meeting, each of the Persons
entitled to vote, not present in Person or by proxy, signs a
written waiver of notice, or a consent to the holding of the
meeting or an approval of the minutes thereof.  All waivers,
consents and approvals shall be filed with the Partnership records
or made a part of the minutes of the meeting.

    7.10         Action Without Meeting.  Except as may otherwise be
provided in this Agreement, any action that may be taken at any
meeting of the Partners may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by
Partners having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at
which all Partners entitled to vote thereon were present and voted. 
In the event the Limited Partners are requested to consent on a
matter without a meeting, each Partner shall be given at least 10,
but not more than 60, days notice before the consummation of the
action to be authorized by such approval.  In the event any General
Partner or Limited Partners representing more than 10% of the Units
request a meeting for the purpose of discussing or voting on the
matter, the notice of a meeting shall be given in the same manner
as required by Section 7.6 and no action shall be taken until the
meeting is held.  Unless delayed in accordance with the provisions
of the preceding sentence, any action taken without a meeting will
be effective 15 days after the required minimum number of Partners
has signed the consent; however, the action will be effective
immediately if the General Partner and Limited Partners
representing at least 90% of the Units have signed the consent.  

    7.11         Record Dates.  For purposes of determining the Partners
entitled to notice of any meeting or to vote or entitled to receive
any distributions or to exercise any rights in respect of any other
lawful matter, the General Partner or Limited Partners representing
more than 10% of the Units may fix in advance a record date, which
shall be not more than 60 nor less than 10 days prior to the date
of the meeting nor more than 60 days prior to any other action.  If
no record date is fixed:

          7.11.1      The record date for determining Partners entitled
    to notice of or to vote at a meeting of Partners shall be at the
    close of business on the business day next preceding the day on
    which notice is given or, if notice is waived, at the close of
    business on the business day next preceding the day on which the
    meeting is held;

          7.11.2      The record date for determining Partners entitled
    to give consent to Partnership action in writing without a
    meeting shall be the day on which the first written consent is
    given;

          7.11.3      The record date for determining Partners for any
    other purpose shall be at the close of business on the day on
    which the General Partner adopts it, or the sixtieth day prior
    to the date of the other action, whichever is later; and

          7.11.4      A determination of Partners of record entitled to
    notice of or to vote at a meeting of Partners shall apply to any
    adjournment of the meeting unless the General Partner, or the
    Limited Partners who called the meeting, fix a new record date
    for the adjourned meeting, but the General Partner, or such
    Limited Partners, shall fix a new record date if the meeting is
    adjourned for more than 45 days from the date set for the
    original meeting.

    7.12         Proxies.  Except as may otherwise be provided in this
Agreement, every Person entitled to vote or execute consents shall
have the right to do so either in Person or by one or more agents
authorized by a written proxy executed by such Person or his duly
authorized agent and filed with the General Partner.  No proxy
shall be valid after the expiration of 11 months from the date
thereof unless otherwise provided in the proxy.  Every proxy
continues in full force and effect until revoked as specified in
Section 705(b) of the California General Corporations Law or unless
it states that it is irrevocable.  A proxy which states that it is
irrevocable is irrevocable for the period specified therein when it
is held by a Person specified in Section 705(e) of the California
General Corporations Law.

    7.13         Chairman of Meeting.  The General Partner may select
any Person to preside as Chairman of any meeting of Partners, and
if such Person shall be absent from the meeting, or fail or be
unable to preside, the General Partner may name any other Person in
substitution therefor as Chairman.  In the absence of an express
selection by the General Partner of a Chairman or substitute
therefor, the General Partner's Chairman of the Board, President,
Vice President or Vice Presidents in order of its rank, Secretary,
or Chief Financial Officer, shall preside as Chairman, in that
order.  The Chairman of the meeting shall designate a secretary for
such meeting, who shall take and keep or cause to be taken and kept
minutes of the proceedings thereof.

          The conduct of all Partners' meetings shall at all times be
within the discretion of the Chairman of the meeting and shall be
conducted under such rules as he may prescribe.  The Chairman shall
have the right and power to adjourn any meeting at any time,
without a vote of the Units present in Person or represented by
proxy, if the Chairman shall determine such action to be in the
best interests of the Partnership and its Partners.

    7.14         Inspectors of Election.  In advance of any meeting of
Partners, the General Partner may appoint any Persons, other than
nominees for General Partner or other office, as inspectors of
election to act at the meeting and any adjournment thereof.  If
inspectors of election are not so appointed, or if any such Persons
fail to appear or refuse to act, the Chairman of any such meeting
may, and on the request of any Partner or his proxy shall, make
such appointment at the meeting.  The number of inspectors shall be
either one or three.  If appointed at a meeting on the request of
one or more Partners or proxies, the majority of Units present in
Person or by proxy shall determine whether one or three inspectors
are to be appointed.  The inspectors of election shall
(i) determine the number of Units outstanding and the voting power
of each, the Units represented at the meeting, the existence of a
quorum and the authenticity, validity and effect of proxies,
(ii) receive votes, ballots or consents, (iii) hear and determine
all challenges and questions in any way arising in connection with
the right to vote, (iv) count and tabulate all votes or consents,
(v) determine when the polls shall close, (vi) determine the result
and (vii) do such acts as may be proper to conduct the election or
vote with fairness to all Partners.  If there are three inspectors
of election, the decision, act or certificate of a majority is
effective in all respects as the decision, act or certificate of
all.

    7.15         Record Date and Closing Partnership Books.  When a
record date is fixed, only Partners of Record on that date are
entitled to notice of and to vote at the meeting or to receive a
distribution, or allotment of rights, or to exercise the rights, as
the case may be, notwithstanding any transfer of any Units on the
books of the Partnership after the record date.

    7.16         No Termination by Reason of Change in Limited
Partners.  The Partnership shall not be dissolved or terminated, or
subject to dissolution or termination, by reason of the death,
dissolution, termination, legal incapacity, bankruptcy or
insolvency of any Limited Partner or Limited Partners, or the
transfer or assignment of any Unit (whether or not in accordance
with the provisions of this Agreement), or by any other change in
the circumstances or identity of the holders of Units (unless such
holder is also a General Partner).

    7.17         Transfer of Units.

          7.17.1      Restrictions on Transfer and Assignment of
    Units.  No transfer, assignment or conveyance of any Unit shall
    be effective unless and until the following conditions are
    satisfied:

                 (1)       No Limited Partner shall have the right to
          transfer any Unit to any minor or to any Person who, for
          any reason, lacks the capacity to contract for himself
          under applicable law.  Such limitations shall not, however,
          restrict the right of any Limited Partner to transfer any
          one or more Units to a custodian or a trustee for a minor
          or other Person who lacks such contractual capacity.

                 (2)       The General Partner, with advice of counsel,
          must determine that such transfer will not result in the
          Partnership being treated, for federal income tax purposes,
          as having been terminated pursuant to Section 708 of the
          Internal Revenue Code, and will not violate the
          requirements of the Securities Act of 1933, as amended, and
          applicable state securities laws.

                 (3)       The instrument of transfer and all other
          necessary documentation is in form and substance
          satisfactory to the General Partner, and the transferee has
          paid all costs and expenses of the Partnership in an amount
          not to exceed $200.00, incurred in connection with such
          transfer.

                 (4)       The General Partner, with advice of counsel,
          determines that such transfer will not (i) cause the Units
          to be deemed "readily tradable on a secondary market (or
          the substantial equivalent thereof)" under the provisions
          of the Internal Revenue Code relating to publicly traded
          partnerships or (ii) cause the Partnership to be treated as
          a publicly traded partnership.

                 Any attempted transfer, assignment or conveyance or
    offer to transfer, assign or convey a Unit that does not comply
    with this Section 7.17.1 shall be null and void ab initio and
    shall not be recognized by the Partnership.  In addition, a
    transferee shall have no rights to any information regarding an
    accounting of the Partnership's transactions, to inspect the
    Partnership's books or to vote in any matter presented to the
    Limited Partners; nor may such rights be exercised by the
    transferor in respect of the Units so transferred.

                 An assignment of Units satisfying the conditions
    specified in this Section 7.17.1 shall entitle the transferee or
    assignee to receive all distributions of cash and other property
    from the Partnership, and all allocations of Net Income and Net
    Losses made with respect to the assigned Units after the
    Recognition Date for such assignment; but shall not entitle such
    assignee to any other of the rights and privileges of a Limited
    Partner hereunder unless such assignee becomes a Substitute
    Limited Partner in accordance with Section 7.17.5 hereof.  In
    the event that the Partnership or its counsel determines that an
    assignment does not satisfy the conditions specified in this
    Section 7.17.1, the General Partner shall promptly notify the
    assignor of such determination and such assignment shall be void
    ab initio and shall not be recognized for any purpose; provided,
    however, nothing contained in this Section 7.17.1 shall obligate
    the General Partner or counsel to the Partnership to make any
    independent examination or investigation to determine whether
    such conditions have been satisfied.

          7.17.2      Transfers of Units by Operation of Law.  Upon any
    transfer of Units by operation of law (including, without
    limitation, transfers at death, whether testamentary or
    otherwise), either the transferee or transferor (or the
    transferor's personal representative) shall promptly give the
    Partnership written notice of such transfer, stating by what
    means it occurred.  The Partnership shall recognize any such
    transfer of which it receives such notice, provided such
    transfer does not violate any applicable federal or state
    securities law or regulation, and any restriction imposed
    thereby with respect to the financial suitability of, or minimum
    purchase (in terms of number of Units) by, any transferee for
    consideration.  If a transfer violates any applicable federal or
    state securities laws, it shall be void ab initio.  A transferee
    of Units satisfying the conditions specified in this
    Section 7.17.2 shall be entitled to receive all distributions of
    cash and other property from the Partnership and all allocations
    of Net Income and Net Losses made with respect to the
    transferred Units after the Recognition Date for such transfer,
    but shall not be entitled to any other of the rights and
    privileges of a Limited Partner hereunder unless such transferee
    becomes a Substitute Limited Partner in accordance with
    Section 7.17.5 hereof.

          7.17.3      Repurchase of Units by Partnership.  The
    Partnership may only repurchase Units from any Limited Partner
    under all of the following conditions:

                 (1)       A Limited Partner must request repurchase of
          his Unit(s) by delivery of a written request to the General
          Partner;

                 (2)       The repurchase price shall be equal to 90% of
          the Limited Partner's Adjusted Invested Capital.  In the
          event that such price is greater than the fair market value
          of the Units on the date of repurchase or less than 99% of
          the fair market value of the Units on the date of
          repurchase, then the repurchase price shall be equal to
          such higher or lower limit, as applicable;

                 (3)       Whether the General Partner accepts a request
          for repurchase will be at its sole and absolute discretion,
          and a condition to exercise of such discretion in favor of
          repurchase will be the General Partner's determination that
          such repurchase will not impair the capital or operation of
          the Partnership;

                 (4)       Any requests for repurchase will be accepted
          and satisfied on a first-received, first-purchased basis;

                 (5)       Units repurchased may, in the sole and absolute
          discretion of the General Partner, be resold, subject to
          applicable securities laws, or, if not resold, cancelled;

                 (6)       The Partnership will not purchase, in any year,
          Units with an aggregate purchase price in excess of
          $200,000.

          7.17.4      Recognition Date for Assignments and Other
    Transfers.  The Recognition Date for any assignment or other
    transfer of Units satisfying the conditions set forth in
    Section 7.17.1 or 7.17.2 hereof shall be the first day of the
    calendar month in which the Partnership receives written notice
    of such assignment or other transfer if notice is received
    before the sixteenth day of the month or the first day of the
    following month if notice of such assignment or transfer is
    received on or after the sixteenth day of the month. 
    Notwithstanding the foregoing sentence, however, if recognition
    by the Partnership of any assignment or other transfer of Units
    would result in 50% or more of all outstanding Units having been
    assigned or otherwise transferred within a 12-month period, the
    Partnership shall have the right to defer the Recognition Date
    for such assignment or transfer, whenever the General Partner in
    its sole discretion determines that recognition thereof could
    result in a determination for federal income tax purposes that
    the Partnership had terminated, until the last day of the next
    ensuing calendar month during which such recognition would not
    risk such a tax "termination."

          7.17.5      Admission of Substitute Limited Partners.  An
    assignee or transferee of Units recognized under Section 7.17.1
    or 7.17.2 hereof may become a Substitute Limited Partner in
    place of his assignor or transferor, to the extent of the Units
    assigned, only if:

                 (1)       With respect to such an assignment, the written
          and executed instrument of assignment delivered to the
          Partnership with respect to such assignment sets forth the
          intention of the assignor that the assignee become a
          Substitute Limited Partner in his place, to the extent of
          the Units assigned;

                 (2)       The assignee or transferee of such Units
          executes, acknowledges and delivers to the Partnership a
          written agreement to become a party to and be bound by the
          provisions of this Agreement, in a form satisfactory to the
          General Partner, as well as such other instruments as the
          General Partner may deem necessary or desirable with
          respect to the admission of such assignee or transferee as
          a Substitute Limited Partner;

                 (3)       Such assignee or transferee tenders to the
          Partnership a uniform transfer fee, in an amount determined
          by the General Partner sufficient to cover all reasonable
          expenses incurred by the Partnership in connection with
          admission of a Substitute Limited Partner; and

                 (4)       The General Partner gives its written consent,
          which may be given or withheld in its sole and absolute
          discretion, to the admission of such assignee or transferee
          as a Substitute Limited Partner.  The General Partner's
          refusal to consent to any admission as a Substitute Limited
          Partner shall be deemed reasonable if, inter alia, it is
          based upon a reasonable belief that such admission would
          (a) cause a termination of the Partnership under
          Section 708(b) of the Internal Revenue Code; (b) violate
          the conditions of any applicable state or federal
          securities law; or (c) cause the admission of an individual
          as a Substitute Limited Partner who does not meet the
          suitability standards established for purchasers of Units
          hereunder.

          It is expressly understood that the General Partner's
    discretion to consent or to refuse to consent to the admission
    of an assignee or transferee of Units as a Substitute Limited
    Partner is granted to the General Partner for the benefit of the
    Limited Partners in order to negate the corporate characteristic
    of free transferability of interests.  No consent of any of the
    Limited Partners shall be required to effect the admission of
    such an assignee or transferee as a Substitute Limited Partner,
    except (in the case of an assignment) the consent of the Limited
    Partner making such assignment, which shall be evidenced as
    provided in Section 7.17.5(1), above.  The Recognition Date for
    admission of any Substitute Limited Partner shall be the last
    day of the calendar quarter in which the General Partner gives
    its written consent to the admission of such Substitute Limited
    Partner, and on or before such Recognition Date the General
    Partner shall cause the Certificate of Limited Partnership to be
    amended to reflect the admission of such Substitute Limited
    Partner.

          7.17.6      Names and Addresses of Limited Partners.  The
    General Partner shall keep at the principal place of business of
    the Partnership a list containing the name and address of each
    Limited Partner.


                                        ARTICLE 8

                                GENERAL PARTNER INTERESTS

    8.1   Removal of General Partner.

          8.1.1       Removal by Vote of Limited Partners.  By the vote
    of a Majority-In-Interest (as provided in Section 7.3 hereof)
    the Limited Partners may at any time remove the General Partner.

          8.1.2       Removal by Other General Partner.  Any General
    Partner may remove any other General Partner, if such other
    General Partner:

                 (1)       Has been judicially determined to have
          committed a material default of its obligations hereunder,
          and fails to cure such default within 30 days after
          receiving written notice of such judicial determination;

                 (2)       Is adjudicated a bankrupt or insolvent under
          the Bankruptcy Code, as amended, or federal legislation
          related thereto or other debtor relief laws; or otherwise
          seeks, by way of petition or answer, any form of debtor's
          relief under said Bankruptcy Code or any such laws; or
          makes an assignment for the benefit of its creditors; or
          seeks or consents to the appointment of any receiver,
          liquidator, trustee, or similar creditor's representative
          for itself or its assets; or fails to have dismissed or
          denied, within 60 days after filing, any petition by
          another for adjudication of such General Partner as a
          bankrupt or as insolvent under said Bankruptcy Code or any
          such laws, or for the appointment of a receiver, trustee,
          liquidator or similar such creditor's representative for
          such General Partner or its assets; or

                 (3)       Is an individual General Partner and becomes
          insane.

    8.2   Withdrawal of General Partner Upon Election of a New General
Partner.  Notwithstanding the provisions of Section 5.3.2(4), in
the event that a General Partner is removed or withdraws, and a new
General Partner is elected by the Limited Partners pursuant to
Section 8.3 hereof, then within 60 days after such election occurs,
any remaining General Partner shall have the right to give such
newly elected General Partner written notice of its intention to
withdraw as a General Partner, such withdrawal to be effective 90
days after such written notice is given or (if earlier) upon the
election of such new General Partner.  Any withdrawing General
Partner shall have no obligation or liability as a General Partner
with respect to any decision, act, event or condition that occurs
after such withdrawal becomes effective.

    8.3   Admission of New or Substitute General Partner.  Except as
provided in, and subject to the General Partner's rights under
Section 8.5, after the removal or withdrawal of one of the General
Partners (as provided for in Sections 8.1 and 8.2 hereof), a
Majority-In-Interest of the Limited Partners may, at a meeting or
by action without a meeting, designate a successor to such removed
or withdrawn General Partner.  Any such successor shall become a
General Partner in place of such removed or withdrawn General
Partner, as of the date of such election, provided that such
successor General Partner agrees in writing to become a party to,
and be bound by, the provisions of this Agreement and to assume all
of the obligations of such removed or withdrawn General Partner
hereunder.

    8.4   Continuation of the Partnership.  The retirement,
withdrawal, removal, death, insanity or bankruptcy of the General
Partner shall dissolve the Partnership unless (i) within 90 days
thereafter the remaining General Partner elects to continue the
business of the Partnership, (ii) there remains one solvent General
Partner, or (iii) if there is no remaining General Partner, the
Limited Partners, within 120 days of the date of such event, elect
by unanimous vote to continue the business of the Partnership and
elect a new General Partner.  In the event of such election by the
remaining General Partner or Limited Partners, the Partnership
shall not be dissolved, but shall continue with any remaining or
replacement General Partner as a General Partner, with all rights,
power and authority vested by this Agreement.  In the event no such
election is made, the Partnership shall be dissolved and liquidated
in accordance with Article 9 hereof.

    8.5   Payment to Removed or Withdrawn General Partner.

          8.5.1       Removal of All General Partners or Remaining
    General Partner.  In the event that all General Partners are
    removed, or that (after removal or withdrawal of one or more
    General Partners) the remaining General Partner is removed,
    pursuant to the provisions of this Article 8, the removed
    General Partner shall be entitled to receive payment of all fees
    and other compensation to which it (or it) would have otherwise
    been entitled hereunder, to the extent the same have been earned
    but not paid, as of the date of such removal (hereinafter called
    the "Termination Date"), as well as the present value of the
    General Partner's interest in the assets and business of the
    Partnership, as follows:

                 (1)       Such General Partner shall be paid, as soon as
          the same would otherwise have been payable, the following:

                      (A)       Management Fees for any month, or portion
                 of a month, prior to the Termination Date (with such
                 fee for the month in which the Termination Date occurs
                 prorated on a daily basis); and

                      (B)       Subject to Section 6.1 hereof, the
                 subordinated real estate commissions on the sale of
                 the Properties, to the extent it have been sold, or
                 are subject to binding agreements for sale, as of the
                 Termination Date.

                 (2)       If the Limited Partners do not reconstitute the
          Partnership and continue its business with the same assets,
          as provided in Sections 8.4 and 9.1 hereof, then such
          General Partner shall be entitled to receive, after the
          liquidation of the Partnership's assets, the General
          Partner's distributive share of the Distributable Cash
          resulting from such liquidation; but

                 (3)       If the Limited Partners do reconstitute the
          Partnership and continue its business with the same assets,
          as provided in Sections 8.4 and 9.1 hereof, then such
          General Partner shall be entitled to receive, in addition
          to any fees and other compensation then payable to such
          General Partner under Section 8.5.1(1), above, the amount
          that would be payable to such General Partner if the
          Properties of the Partnership were sold for its fair market
          values as of the Termination Date, plus the present value
          (as of the Termination Date) of the General Partner's
          interest in the future distributions by the Partnership of
          Distributable Cash, as follows:

                      (A)       The total amount payable to such former
                 General Partner under this Section 8.5.1(3) shall be
                 resolved by arbitration under the rules of the
                 American Arbitration Association, before three
                 arbitrators, each of which shall be an M.A.I. 
                 appraiser.  The expense of such arbitration shall be
                 borne equally by the Partnership and such former
                 General Partner.  The results of such arbitration
                 shall be binding upon, and enforceable by, such former
                 General Partner and the Partnership; and

                      (B)       The Partnership shall, in its sole
                 discretion, within 30 days following determination of
                 the total amount payable to the former General
                 Partner, give such former General Partner either (i) a
                 lump sum of cash equal to the total amount due to the
                 former General Partner, or (ii) a promissory note for
                 the total amount of the payments due such General
                 Partner which note shall bear interest at an annual
                 rate of 10% and shall provide for the payment of equal
                 monthly installments of principal and interest over a
                 period of 60 months, but shall be paid earlier (with
                 respect to both interest and principal) to the extent
                 of all cash from Sale or Refinancing received or
                 retained by the Partnership after the Limited Partner
                 has received from all distributions hereunder an
                 aggregate amount equal to its Capital Contribution.

    8.6   Liability of General Partner.  The General Partner shall be
liable for the debts and obligations of the Partnership, to the
extent such debts and obligations exceed the Partnership's assets,
but the General Partner shall not be obligated to incur, or cause
the Partnership to incur, any such obligations or debts in excess
of its assets, or to obtain recourse debt financing for the
Partnership (even in a situation where nonrecourse debt financing
is not available on competitive terms).  Except as provided in
Section 9.3.2 hereof, in no event shall the General Partner be
personally liable for the repayment of any of the Capital
Contributions or payment of any return thereon.


                                        ARTICLE 9

               TERMINATION, LIQUIDATION AND DISSOLUTION OF THE PARTNERSHIP

    9.1   Events of Termination.  Upon the occurrence of any of the
following events:

          9.1.1       Any event listed in Section 8.4 hereof, unless the
    remaining General Partner(s) or, if there is no remaining
    General Partner the Limited Partners, by unanimous vote, elect
    to continue the business of the Partnership;

          9.1.2       The sale or other disposition of the Property;
    provided, however, that if the sale of the Property involves the
    Partnership's receipt of a note, the General Partner may keep
    the Partnership in existence until such note is paid in full;

          9.1.3       Subject to Section 9.1.5 hereinbelow, election by
    a Majority-ln-Interest of the Limited Partners to dissolve the
    Partnership, whether or not with the concurrence of the General
    Partner; or

          9.1.4       Upon the expiration of the term of the Partnership,
    the Partnership shall dissolve, its assets shall be liquidated
    as provided in Section 9.2 hereof, the proceeds of such
    liquidation shall be applied and distributed as provided in
    Section 9.3 hereof, and finally, the Certificate of Limited
    Partnership shall be cancelled (and the Partnership terminated)
    as provided in Section 9.4 hereof.  During the period elapsing
    between dissolution and termination of the Partnership, the
    business of the Partnership and affairs of the Partners shall
    continue to be governed by this Agreement, and the General
    Partner, or remaining General Partner, shall continue to manage
    such business and affairs.  If such dissolution results from a
    removal of all General Partners, or the sole remaining General
    Partner, any Limited Partner may apply to a court of competent
    jurisdiction to appoint a liquidator, who shall then administer
    the liquidation and termination of the Partnership, but
    otherwise have none of the obligations or liabilities of a
    General Partner.  If the Limited Partners elect to continue the
    business of the Partnership, as provided in Subsection 9.1(1),
    above, and elect a new General Partner, the new General Partner
    shall reconstitute the Partnership and continue its business
    with the same assets for the balance of the term specified in
    Section 1.3 hereof.  The relationship of all of the Partners in
    the reconstituted Partnership shall be governed by this
    Agreement, as it may be then or thereafter amended.  Each
    Limited Partner hereby consents to any such reconstitution and
    waives any right which such Limited Partner may otherwise have
    to demand a return of his Capital Contribution by reason of such
    a dissolution.

          9.1.5       Subject to applicable law, the dissolution of the
Partnership shall not occur so long as the Partnership remains
mortgagor of the Property.

    9.2   Liquidation.  Upon the dissolution of the Partnership, the
General Partner shall proceed to liquidate all of the assets of the
Partnership in an orderly and expeditious manner, provided,
however, that if such dissolution results from the removal of all
General Partners or of the sole remaining General Partner, such
liquidation shall be deferred until the Limited Partners have had
an opportunity to reconstitute the Partnership, as provided in
Section 9.1 hereof; provided, further, that, if the General Partner
determines that an immediate sale of part of all of such assets
would result in unnecessary loss to the Partnership, then the
General Partner may, after giving written notice of the intention
to do so to each of the Limited Partners and to the extent not then
prohibited by the CRLPA, defer liquidation of such assets (except
those necessary to satisfy debts and obligations of the
Partnership) for a reasonable time.  The Partnership shall not
terminate solely as a consequence of the insolvency or bankruptcy
of one or more of the general partners of the Partnership so long
as there remains a solvent general partner of the Partnership.  

    9.3   Application and Distribution of Proceeds of Liquidation.

          9.3.1       General.  Upon dissolution and termination of the
    Partnership, the assets of the Partnership will be liquidated,
    and, after all debts and obligations of the Partnership to third
    Persons have been satisfied, the proceeds from such liquidation
    will be distributed as follows after giving effect to the
    allocations referred to under Section 4.2.1(3)(i) hereof:

                 (a)       First, to the payment of creditors of the
          Partnership, including Partners who are creditors to the
          extent permitted by law, but excluding secured creditors
          whose obligations will be assumed or otherwise transferred
          on the liquidation of the Partnership's assets;

                 (b)       Second, to the setting up of any reserves
          reasonably necessary for any contingent or unforeseen
          liabilities or obligations of the Partnership; provided,
          however, that such reserves shall be deposited with a bank
          or trust company in an interest-bearing escrow account for
          the purpose of disbursing such reserves for the payment of
          any of the aforementioned contingencies and, at the
          expiration of a reasonable period, for the purpose of
          distributing the balance remaining in accordance with this
          Section 9.3.1;

                 (c)       Third, 100% to the Limited Partners until it
          has received an amount which, when added to any prior
          distributions to the Limited Partners from any source
          whatsoever (other than distributions under
          Section 4.1.2(4)), equals the 10% Preferred Return
          described in Section 4.1.2(6), but not in excess of its
          positive Capital Account balances;

                 (d)       Fourth, to each Partner in an amount equal to
          the positive balance, if any, of such Partner's Capital
          Account after giving effect to the distribution under
          Section 9.3.1(f); provided, however, that if the remaining
          Capital Accounts of all Limited Partners exceed the amount
          of the liquidation proceeds available for distribution,
          such distributions shall be made to each Partner in the
          ratio that the positive balance of each Partner's Capital
          Account bears to the positive Capital Account balances of
          all Partners who have positive Capital Account balances;
          and

                 (e)       Fifth, the balance of any such liquidation
          proceeds 99% to the Limited Partners and 1% to the General
          Partner.

                 If the Limited Partner has received from the
    distributions described in Section 9.3.1(c) through (f) and/or
    from prior distributions of Distributable Cash From Sale or
    Refinancing or initial Working Capital Reserves an aggregate
    amount equal to 100% of its Original Invested Capital plus the
    10% Preferred Return, then the Partnership shall withhold from
    the amount otherwise distributable to the Limited Partners from
    Distributable Cash under Section 9.3.1(g) an amount equal to the
    subordinated compensation payments (if any) then owing to the
    General Partner for real estate commissions on the Sale of
    Partnership real estate, as described in Section 6.1.3, above. 
    The Partnership shall pay such withheld amounts to the General
    Partner rather than to the Limited Partners, but only to the
    extent that such payment to the General Partner does not cause
    the Limited Partners to receive aggregate distributions upon
    liquidation and/or from prior distributions of Distributable
    Cash from Sale or Refinancing or initial Working Capital
    Reserves that are less than 100% of its Original Invested
    Capital plus the 10% Preferred Return.  The Limited Partners'
    share of such final cash distribution will be paid in equal
    shares on account of each Unit.

          9.3.2       General Partner's Deficit Capital Accounts.  If,
    following the dissolution and termination of the Partnership and
    the liquidation of its assets, any General Partner shall have a
    deficit Capital Account balance, the General Partner shall pay
    to the Partnership, within the time and in the manner specified
    in Treasury Regulations under Section 704(b)(2) of the Internal
    Revenue Code, for distribution to creditors and then to Partners
    with positive Capital Account balances in accordance with
    Section 9.3.1 an amount equal to the lessor of (i) the deficit
    in the General Partner's Capital Account, or (ii) the difference
    between the amount of the General Partner's Capital
    Contributions to the Partnership immediately prior to the
    dissolution and termination of the Partnership and liquidation
    of its assets and 1% of the total Capital Contributions to the
    Partnership. 

    9.4   Cancellation of Certificate of Limited Partnership.  Upon
completion of the liquidation of the Partnership and distribution
of the proceeds there from, as provided in Section 9.3 hereof, the
General Partner shall record a cancellation certificate with
respect to the Certificates of Limited Partnership, record or file
a copy of the cancellation certificate in each place where a copy
of the Certificate of Limited Partnership has been recorded or
filed and record or file cancellations of any other filings made
pursuant to Section 1.5 hereof.

    9.5   Final Partnership Statement.  Within a reasonable time after
the Partnership's assets have been fully liquidated and the
proceeds therefrom fully allocated and distributed as provided in
Section 9.3 hereof, the General Partner shall furnish to each of
the Limited Partners a statement prepared by the Partnership's
independent certified public accountants, which shall set forth the
receipts and disbursements of the Partnership in the course of such
liquidation, together with the amount of proceeds from such
liquidation distributed with respect to each Unit and the amount of
such proceeds paid or distributed to the General Partner.


                                       ARTICLE 10

                                       DEFINITIONS

    10.1         Acquisition Fees.  "Acquisition Fees" means all fees
and commissions paid by any Person in connection with the purchase
of the Property by the Partnership.  Included in the computation of
Acquisition Fees shall be all real estate commissions, acquisition
fees, nonrecurring management fees, or any fee of a similar nature,
however designated, including, without limitation, fees paid to the
General Partner or its Affiliates, pursuant to Section 6.1.1 hereof
for services rendered by them in locating, examining and
investigating the Property to be acquired by the Partnership, in
negotiating any such proposed acquisition and in effecting any such
acquisition.  The Acquisition Fee shall not exceed the amount
permitted under Section 260.140.113.3 of the Rules of the
California Corporations Commissioner.

    10.2         Adjusted Capital Account Deficit.  "Adjusted Capital
Account Deficit" means, with respect to any Partner, the deficit
balance, if any, in such Partner's Capital Account as of the end of
the relevant fiscal year, after giving effect to the following
adjustments.

          10.2.1      Credit to such Capital Account any amounts which
    such Partner is obligated to restore or is deemed to be
    obligated to restore pursuant to the penultimate sentence of
    Treasury Regulations Section 1.704-1T(b)(4)(iv)(f); and

          10.2.2      Debit to such Capital Account the items described
    in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(id)(S)
    and 1.704-1(b)(2)(ii)(d)(6) of the Treasury Regulations.

The foregoing definition of Adjusted Capital Account Deficit is
intended to comply with the provisions of Section 1.704-
1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted
consistently therewith.

    10.3         Adjusted Invested Capital.  "Adjusted Invested Capital"
of a Limited Partner shall be the Original Invested Capital paid
for or attributable to his Units reduced by the total cash
distributed to him and prior owners of the same Units from
Distributable Cash from Sales or Refinancing and from Working
Capital Reserves, and which distributions were attributable to his
Units.

    10.4         Affiliate.  "Affiliate" means any of (i) each Person,
if any, other than the General Partner, directly or indirectly
instrumental in organizing, wholly or in part the Partnership or
participating in its management (excluding, however, wholly
independent third Persons such as attorneys, accountants and
underwriters whose only compensation from the Partnership is for
professional services rendered), (ii) each Person directly or
indirectly controlling, controlled by or under common control with
a General Partner or another Affiliate, or owning or controlling
10% or more of the outstanding voting securities of a General
Partner or another Affiliate, or acting as an officer, director or
partner of a General Partner or another Affiliate.

    10.5         Basic Regulatory Allocations.  "Basic Regulatory
Allocations" consist of allocations pursuant to
Sections 4.2.1(3)(a), (b) and (e).

    10.6         Capital Account.  "Capital Account" with respect to any
Partner (or such Partner's transferee) shall mean such Partner's
Original Invested Capital (including, when made, principal payments
by a Partner under a promissory note, this Agreement, or other
obligation to make capital contributions), adjusted in accordance
with this Section.

          10.6.1      A Partner's Capital Account shall be increased by
    all of:

                 (1)       such Partner's share of Net Income;

                 (2)       any item of income or gain specially allocated
          to a Partner and not included in Net Income or Net Loss;

                 (3)       any additional cash contribution by such
          Partner to the Partnership; and

                 (4)       the fair market value of any additional
          property contributed by such Partner to the capital of the
          Partnership reduced by any liabilities assumed by the
          Partnership in connection with such contribution or to
          which the property is subject.

          10.6.2      A Partner's Capital Account shall be reduced by all
    of:

                 (1)       such Partner's share of Net Loss;

                 (2)       any deduction specially allocated to a Partner
          and not included in Net Income or Net Loss;

                 (3)       any cash Distribution to such Partner; and

                 (4)       the Partnership's fair market value of any
          Property (reduced by any liabilities assumed by the Partner
          in connection with the distribution or to which the
          distributed property is subject) distributed to such
          Partner; provided that, upon liquidation and winding up of
          the Partnership, unsold property will be valued for
          distribution at fair market value and the Capital Account
          of each Partner before such distribution shall be adjusted
          to reflect the allocation of gain or loss that would have
          been realized had the Partnership then sold the property
          for fair market value.  Such fair market value shall in no
          case be treated as less than the amount of any nonrecourse
          indebtedness of the Partnership secured by the Property.

          10.6.3      The Capital Account of a Substituted Limited
    Partner or an Assignee of Record shall include the Capital
    Account of his transferor.

          10.6.4      Notwithstanding anything to the contrary in this
    Agreement, the Capital Accounts of the Partners shall be
    maintained in accordance with Treasury Regulations
    Section 1.704-1(b), or any corresponding subsequent provision,
    and the provisions of this Agreement concerning maintenance of
    Capital Accounts will be interpreted consistently therewith.

    10.7         Capital Contribution.  "Capital Contribution" means the
gross amount invested in the Partnership by a Partner and shall be
equal in amount to the cash purchase price paid or value of real
property contributed by such Partner for the Units sold to him by
the Partnership.  In the plural, "Capital Contributions" means the
aggregate amount invested by all of the Partners in the Partnership
and shall equal in total the amount of the proceeds attributable to
the purchase of Units and any contribution of the General Partner.

    10.8         Certificate of Limited Partnership.  "Certificate of
Limited Partnership" means the certificate required to be recorded
under Section 15621 of the California Corporations Code, or
successor legislation thereto.

    10.9         CRLPA.  "CRLPA" means the California Revised Limited
Partnership Act, as currently enacted or hereafter amended, as well
as any successor legislation thereto.

    10.10        Distributable Cash.  "Distributable Cash" means the sum
of (i) Distributable Cash from Operations and (ii) Distributable
Cash from Sale or Refinancing held by the Partnership at a given
time.

          10.10.1     Distributable Cash from Operations.  "Distributable
    Cash from Operations" means Gross Operating Revenues during a
    given period less (i) all cash expenditures by the partnership
    during such period to pay the Partnership's operating expenses,
    including the Management Fee, debt payments and costs of capital
    improvements or replacements (but without any deduction for
    depreciation), and less (ii) any additional funds then required
    for the Working Capital Reserve, or plus (iii) any funds then
    held in the Working Capital Reserve in excess of the amounts
    required therefor.

          10.10.2     Distributable Cash from Sale or
    Refinancing.  "Distributable Cash from Sale or Refinancing"
    means, with respect to any Sale or Refinancing or series of such
    transactions involving a Property, the gross cash proceeds
    received by the Partnership therefrom or on account thereof,
    less (i) all expenses incurred and paid by the Partnership with
    respect to such transaction or transactions, including, without
    limitation, brokerage commissions paid to third Persons, and
    (ii) the amount paid, in connection with such transactions, on
    pre-existing indebtedness of the Partnership.

    10.11        General Partner.  "General Partner" means the Persons
who, at a given time, are general partners in the Partnership under
the terms of this Agreement, and shall collectively refer to INCOME
GROWTH MANAGEMENT, INC., a California corporation, and IGP X
MISSION PARK, INC., a California corporation.

    10.12        Gross Operating Revenues.  "Gross Operating Revenues,"
with respect to a given period, means the sum of (i) Gross Property
Revenues received by the Partnership during such period, plus
(ii) all other cash revenues received by the Partnership during
such period, except proceeds from any loans to the Partnership or
any sales or other dispositions of the Property.

    10.13        Gross Property Revenues.  "Gross Property Revenues,"
with respect to any given period, means all rents, concession
payments and other payments received by the Partnership from the
operation of the Property during such period, excluding only
(i) refundable security deposits or (ii) proceeds from any Sale,
financing or Refinancing of the Property.

    10.14        Internal Revenue Code.  "Internal Revenue Code" means
the Internal Revenue Code of 1986, as amended.

    10.15        Legal Restrictions.  "Legal Restrictions" means
restrictions upon the operations and management of the Partnership
and upon the actions of the General Partner in its capacity as
such, imposed by (i) applicable securities laws, including, without
limitation, the California Corporate Securities Law of 1968, and
any regulations promulgated pursuant to such laws (except to the
extent that such regulations have been expressly waived with
respect to the Partnership); or (ii) the terms and conditions upon
which the Units are qualified under such securities laws.

    10.16        Limited Partner.  "Limited Partner" shall mean Income
Growth Partners, Ltd. X, a California limited partnership, or any
Person owning Units who has been admitted by the General Partner as
a Limited Partner or Substitute Limited Partner pursuant to the
provisions of this Agreement.  In the plural, "the Limited
Partners" refers to all Limited Partners as of a given time.

    10.17        Majority-In-Interest.  "Majority-In-Interest" means the
vote of more than 50% of the outstanding Units.

    10.18        Management Fee.  "Management Fee" means the monthly fee
to be paid for services in managing and operating the Properties. 
The Management Fee shall include all fees paid for bookkeeping
services and fees, rent-up, leasing and re-leasing fees and
bonuses, and related services.  The Management Fee shall not
include other direct costs of operating the Properties, which costs
shall be borne by the Partnership.

    10.19        Minimum Gain.  "Partner Minimum Gain" shall mean an
amount, with respect to each Partner Nonrecourse Debt, equal to the
Partnership Minimum Gain that would result if such Partner
Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Section 1.704-1T(b)(4)(iv)(h) of the
Treasury Regulations.

    10.20        Net Income or Net Loss.  "Net Income" or "Net Loss"
shall mean, respectively, for each taxable year of the Partnership
the taxable income and tax loss of the Partnership as determined
for federal income tax purposes in accordance with Section 702(a)
of the Internal Revenue Code (including all items of income, gain,
loss, or deduction required to be separately stated pursuant to
Section 702(a)(1) of the Internal Revenue Code) (other than any
specific item of income, gain, loss, deduction or credit subject to
special allocation under this Agreement), with the following
modifications:

          10.20.1     The amount determined above shall be increased by
    any income exempt from federal income tax;

          10.20.2     The amount determined above shall be reduced by any
    Section 705(a)(2)(B) of the Internal Revenue Code expenditures
    or expenditures treated as such pursuant to Treasury Regulations
    Section 1.704-1(b)(2)(iv)(i) or any corresponding subsequent
    provision; and

          10.20.3     Depreciation, amortization and other cost recovery
    transactions shall be computed based on the value of the
    Property as determined for book purposes instead of in the
    amount determined in computing taxable income or loss.  Any item
    of income, loss, credit, gain, amortization, cost recovery or
    basis specially allocated to a Partner and not included in Net
    Income or Net Loss shall be determined for Capital Account
    purposes in a manner similar to this Section 10.21.

    10.21        Nonrecourse Debt.  "Nonrecourse Debt" shall have the
meaning set forth in Treasury Regulations Section 1.704-
1T(b)(4)(iv)(k)(3).

    10.22        Nonrecourse Deductions.  "Nonrecourse Deductions" has
the meaning set forth in Section 1.704-1T(b)(4)(iv)(b) of the
Treasury Regulations.  The amount of Nonrecourse Deductions for a
Partnership fiscal year equals the net increase, if any, in the
amount of Partnership Minimum Gain during that fiscal year,
determined according to the provisions of Section 1.704-
1T(b)(4)(iv)(b) of the Treasury Regulations.

    10.23        Nonrecourse Regulatory Allocations.  "Nonrecourse
Regulatory Allocations" consist of allocations pursuant to
Sections 4.2.1(3)(c) and (d).

    10.24        10% Operating Cash Preference.  "10% Operating Cash
Preference" shall mean the amount, if any, distributed to the
Limited Partners from Distributable Cash from Operations for each
fiscal year until the Limited Partner has received during such year
an amount equal to a 10% per annum noncumulative return on its
Adjusted Invested Capital.

    10.25        Original Invested Capital.  "Original Invested Capital"
shall mean the amount of cash or property contributed by each
Limited Partner to the capital of the Partnership upon the
acquisition of Units.  This amount shall be attributed to such
Units in the hands of a subsequent Limited Partner.

    10.26        Other Definitions.  Each term defined in this Article
10, as well as each term defined elsewhere in this Agreement, shall
have its defined meaning wherever used with an initial capital
letter herein.  The terms "hereof," "herein" and variations thereof
shall, whenever used in this Agreement, refer to this Agreement as
a whole, and not to any particular Article or Section hereof. 
Where appropriate to the context of this Agreement, use of the
singular shall be deemed also to refer to the plural, and use of
the plural to the singular, and pronouns of certain gender shall be
deemed to comprehend either or both genders.

    10.27        Partner.  "Partner" means any of the General Partner
or the Limited Partners and, in the plural, "the Partners" means
each of the General Partners and all of the Limited Partners as of
a given time.

    10.28        Partner Nonrecourse Debt.  "Partner Nonrecourse Debt"
has the meaning set forth in Section 1.704-1T(b)(4)(iv)(k)(4) of
the Treasury Regulations.

    10.29        Partner Nonrecourse Deductions.  "Partner Nonrecourse
Deductions" shall mean the deductions and the amount as set forth
in Treasury Regulations Section 1.704-1T(b)(4)(iv)(h)(3).

    10.30        Partner Nonrecourse Regulatory Allocations.  "Partner
Nonrecourse Regulatory Allocations" shall mean the allocations
under Section 4.2.1(3)(j) and (k).

    10.31        Partners of Record.  "Partners of Record" means, at any
given date, the General Partner, the Limited Partner and all other
Limited Partners who have been admitted as such in accordance with
the provisions of this Agreement on or prior to such date.

    10.32        Partnership.  "Partnership" means the limited
partnership formed by this Agreement.

    10.33        Partnership Minimum Gain.  "Partnership Minimum Gain"
has the meaning set forth in Treasury Regulations Section 1.704-
1T(b)(4)(iv)(c).

    10.34        Person.  "Person" means any natural Person or other
legal entity (such as a partnership, joint venture, corporation or
trust).

    10.35         10% Preferred Return.  "10% Preferred Return" shall
mean the amount, if any, distributed to the Limited Partners from
Distributable Cash from Sale or Refinancing (other than amounts
representing repayment of Adjusted Invested Capital) which, when
added to prior distributions to the Limited Partners from any
source whatsoever (other than amounts representing repayment of
Adjusted Invested Capital), equals a 10% per annum cumulative, but
not compounded, return on the Limited Partners' Adjusted Invested
Capital.

    10.36        Property or Properties. "Property" or "Properties"
means the Mission Park Apartments located in San Diego County,
California.

    10.37        Purchase Price.  "Purchase Price" means, with respect
to the acquisition of the Property by the Partnership, the sum of
(i) the cash consideration paid to the seller of the Property by or
on behalf of the Partnership, plus (ii) the principal amount of any
purchase money note or similar purchase money obligation given to
such seller, plus (iii) the outstanding amount of principal on any
mortgage(s) or other lien(s) to which such Property is subject at
the time of its acquisition by the Partnership, plus (iv) the fair
market value of all other consideration given to such seller, plus
(v) the amount of all Acquisition Fees paid with respect to such
acquisition other than such fees paid, directly or indirectly, by
such seller out of the proceeds to him from such sale, and (vi) all
other costs related to such acquisition which, by custom in the
area where such Property is located, are normally paid by the
seller of real estate, but which in connection with such
acquisition are paid by the Partnership (but excluding all other
costs of such acquisition, including, without limitation, any
points or prepaid interest charged to the Partnership with respect
to any debt financing for such acquisition).

    10.38        Qualified Plan.  "Qualified Plan" means any pension,
profit sharing or stock bonus plan that is qualified under
Section 401(a) of the Internal Revenue Code and any Keogh Plan.

    10.39        Recognition Date.  "Recognition Date" means the date
upon which the Partnership recognizes, in accordance with the
applicable provisions of this Agreement, (i) the admission of any
Limited Partner or Substitute Limited Partner or (ii) the
assignment or other transfer of any Units, for purposes of the
exercise of any rights or privileges or the distribution of any
cash or allocation of any Net Income or Net Losses to which a
Limited Partner or holder of Units is entitled under this
Agreement.

    10.40        Refinancing.  "Refinancing" means any transaction in
which indebtedness secured by a Property is incurred for the
purpose of repaying existing principal of, and/or accrued interest
on, indebtedness that is secured by Partnership Property.

    10.41        Regulatory Allocations.  "Regulatory Allocations" shall
mean the Basic Regulatory Allocations, the Nonrecourse Regulatory
Allocations, and the Partner Nonrecourse Regulatory Allocations.

    10.42        Sale.  "Sale" means any sale, exchange or other
disposition of real property, condemnation, or recovery of damage
awards and insurance proceeds (other than business or rental
interruption insurance proceeds) not reinvested in repair or
reconstruction of a Property.

    10.43        Substitute Limited Partner.  "Substitute Limited
Partner" means a Limited Partner admitted in place of another
Limited Partners (to the extent of Units transferred by such other
Limited Partner to such Substitute Limited Partner) in accordance
with the provisions of Section 7.17.5 hereof.

    10.44        Unit.  "Unit" means any one of equal interests in the
Distributable Cash, Net Income and Net Losses of the Partnership
which are issued to the Partners in return for a cash capital
contribution or real property contribution equal to $1,000 for each
such interest.  All references to Units held by Partners shall
include all fractional Units held by those Limited Partners.  

    10.45        Working Capital Reserve.  "Working Capital Reserve"
means a cash reserve, to be maintained by the Partnership in an
amount deemed reasonably sufficient by the General Partner to cover
anticipated capital improvements and replacement costs and other
contingencies that may be incurred by the Partnership.


                                       ARTICLE 11

                          RELATIONSHIP OF CERTAIN TERMS OF THIS
                       AGREEMENT TO PROVISIONS  OF THE CALIFORNIA
                             REVISED LIMITED PARTNERSHIP ACT

    11.1         Revised Limited Partnership Act Governs.  The
Partnership, the rights and obligations of the Partners, and the
terms of this Agreement are governed in certain respects by the
provisions of the CRLPA effective July 1, 1984, which, however,
permits or contemplates that certain of its provisions may be
altered, extended or supplanted by provisions of this Agreement. 
Set forth below are rules governing the intent of the Partners with
respect to the relationship of the terms of this Agreement to the
provisions of the CRLPA as to certain matters.

    11.2         Provisions of the CRLPA Supplanted by the Terms of this
Agreement.  The following provisions of the CRLPA are supplanted by
the terms of this Agreement in that the Partners intend such
provisions of the CRLPA to have no effect on the rights and
obligations of the Partners or the construction, interpretation or
enforcement of this Agreement:

          11.2.1      Section 15611(b), regarding the definition of
    "capital account."

          11.2.2      Section 15611(d), regarding the definition of
    "contribution."

          11.2.3      Section 15611(q), regarding the definition of
    "return of capital."

          11.2.4      The second sentence, respectively, of
    Sections 15653 and 15654, regarding the allocation of profits
    and losses and distributions of money or property to Partners
    absent a provision with respect thereto in the partnership
    agreement (it being the Partners' intent that any such matter be
    determined by the construction and interpretation of this
    Agreement under principles of law otherwise applicable without
    regard to provisions of the Act that might apply absent a
    provision in the Agreement).

          11.2.5      Section 15662, regarding the withdrawal by a
    general partner except for (i) the provision of Section 15662(a)
    that a general partner may withdraw from a limited partnership
    at any time by giving written notice to the other partners, and
    (ii) the provision of Section 15662(b)(2) that a general partner
    who withdraws shall not be personally liable for partnership
    debts incurred after the Person ceases to be a general partner.

          11.2.6      The second sentence of Section 15663, regarding the
    right of a limited partner to withdraw.

          11.2.7      Section 15664, regarding certain rights of a
    withdrawing limited partner to the extent it affords a
    withdrawing limited partner any rights greater than those
    afforded by this Agreement.

          11.2.8      Section 15684(b), regarding the priority of certain
    distributions upon winding up of a limited partnership, to the
    extent it would alter the priority or amounts of distributions
    to Partners under the terms of this Agreement.

    11.3         Other Terms and Provisions.  Many of the terms of this
Agreement are intended to alter or extend provisions of the CRLPA
as they may apply to the Partnership or the Partners and in some
instances express reference to provisions of the CRLPA is made. 
Any failure on the part of any other term of this Agreement to
mention or specify the relationship of such term to provisions of
the CRLPA that may affect the scope or application of such term
shall not be construed to mean that any such term is not intended
to be a partnership agreement provision authorized or permitted by
the CRLPA or which in whole or in part alters, extends or supplants
provisions of the CRLPA as may be allowed thereby.

                                       ARTICLE 12

                                   GENERAL PROVISIONS

    12.1         Notices.  All notices and demands required or permitted
under this Agreement shall be delivered in writing, and either in
Person or by registered or certified mail, return receipt
requested, at the principal office of the Partnership (if a notice
to or demand on the Partnership or either or both of the
Partnership and the General Partner) or to the address shown for
the recipient Limited Partner on the list maintained by the
Partnership in accordance with Section 7.17.6 hereof.  Notices and
demands to the General Partner shall be deemed delivered and
received on the actual date of its delivery, and notices to and
demands on the Limited Partners shall be deemed delivered and
received 48 hours after the same are deposited in the U.S.  mails
(except in the case of a mail strike).

    12.2         Amendment of Agreement and the Certificate of Limited
Partnership.

          12.2.1      Admission of Limited Partners.   Admission of a
    Limited Partner or Substitute Limited Partner shall not, if in
    accordance with other provisions of this Agreement, require the
    consent of any Limited Partner (except, in the case of a
    Substitute Limited Partner, the consent of the Limited Partner
    transferring Units thereto).

          12.2.2      Amendments with Consent of Limited Partners.  In
    addition to any amendments otherwise authorized herein, this
    Agreement and the Certificate of Limited Partnership may be
    amended by the General Partner with the consent of a Majority-
    In-Interest of the Limited Partners; provided, however, that
    neither this Agreement nor the Certificate of Limited
    Partnership may be amended without the consent of all Partners
    adversely affected thereby so as (i) to convert a Limited
    Partner interest into a General Partner interest, or otherwise
    modify the limited liability of a Limited Partner (including,
    without limitation, any amendment which, in the opinion of
    counsel to the Partnership, poses a significant risk of
    impairing the limited liability of any or all of the Limited
    Partners), or (ii) to alter the interest of any Limited Partner
    in Distributable Cash, Net Income, Net Losses, or otherwise
    cause unequal treatment of the Limited Partners; provided,
    further, that this Section 12.2.2 may be amended only by the
    consent of all the Partners.

          12.2.3      Amendments Without Consent of Limited Partners.  In
    addition to any amendments otherwise authorized herein, the
    General Partner may amend this Agreement and/or the Certificate
    of Limited Partnership, without the consent of any of the
    Limited Partners, to (i) change the name and/or principal place
    of business of the Partnership, (ii) increase the duties or
    obligations of the General Partner or decrease the rights and
    powers of the General Partner (so long as such decrease does not
    impair the ability of the General Partner to manage the
    Partnership and conduct its business and affairs), (iii) cure
    any ambiguity, or correct or supplement any provision hereof
    which may be inconsistent with any other provision hereof, or
    make provision with respect to any matter or question arising
    under this Agreement so long as such additional provision is not
    inconsistent herewith, (iv) delete or add any provision of or to
    this Agreement required to be so deleted or added by the staff
    of the Securities and Exchange Commission or of any other
    federal agency, or by any state securities commissioner or
    similar such official, and (v) comply with final regulations
    under the Employment Retirement Income Security Act defining
    "plan assets"; provided, however, that no amendment shall be
    adopted pursuant to this Section 12.2.3 unless the adoption
    thereof (A) is for the benefit of or not adverse to the
    interests of the Limited Partners, (B) is not inconsistent with
    Article 4 hereof, (C) does not alter, adversely to the Limited
    Partners or any of them, the allocations of Distributable Cash,
    Net Income or Net Losses among the Limited Partners or between
    the Limited Partners and the General Partner except as provided
    in Section 5.1.14, and (D) does not affect the limited liability
    of the Limited Partners or the status of the Partnership as a
    partnership for federal income tax purposes.

          12.2.4      Execution and Recording of Amendments.  Any
    amendment to this Agreement adopted in accordance with the
    provisions of this Section 12.2 or in accordance with any other
    provisions of this Agreement shall be executed by the General
    Partner for itself, and by the General Partner as attorney-in-
    fact for the Limited Partners pursuant to the power-of-attorney
    contained in Section 5.6 hereof.  After the execution of such
    amendment, the General Partner shall also prepare and record or
    file any certificate or other document which may be required to
    be recorded or filed with respect to such amendment, either
    under the CRLPA or under the laws of any other jurisdiction in
    which the Partnership holds any Property or otherwise does
    business.

    12.3         Partition.  The Partners hereby acknowledge and agree
that the assets of the Partnership will not be suitable for
partition; and, accordingly, each Partner hereby irrevocably waives
any and all rights which he may otherwise have, under the CRLPA or
any other applicable law, to maintain any action for partition of
such assets.

    12.4         Severability.  In the event that any provision of this
Agreement, or the application thereof to any person or under any
circumstances, is determined to be invalid, unlawful or
unenforceable to any extent, then to such extent such provision
shall be deemed severed from this Agreement; but the application of
such provision to any other Persons or under any other
circumstances other than those as to which it is determined to be
invalid, unlawful or unenforceable, and every remaining provision
of this Agreement, shall continue in full force and effect.

    12.5         Headings.  Article and section headings in this
Agreement are for convenience of reference only and shall not be
used in any way to interpret or construe this Agreement.

    12.6         Further Assurances.  Each Partner hereby agrees to
execute, acknowledge (if necessary) and deliver any and all further
instruments and other documents as counsel to the Partnership may
determine to be necessary or desirable for the achievement of the
purposes of this Agreement (including, without limitation, the
Certificate of Limited Partnership and any and all amendments
thereto, as well as any cancellation thereof); provided that such
instrument or other document does not adversely affect the rights
and obligations of such Partner hereunder.

    12.7         Integrated and Binding Agreement.  This Agreement
contains the entire understanding and agreement among the Partners
with respect to the subject matter hereof, and there are no other
agreements, understandings, representations or warranties among the
Partners other than those set forth herein (subject, however, to
the General Partners (in the event there is more than one General
Partner) having agreed or hereafter agreeing between themselves
with respect to the allocation of the duties, distributions,
allocations or other rights herein imposed upon or provided to the
General Partners jointly).  This Agreement may be amended only as
provided in Section 12.2 hereof, or elsewhere herein; and this
Agreement shall be binding upon, and inure to the benefit of, each
of the Partners and his respective heirs, successors and assigns
(subject, however, to the provisions hereof relating to assignment
and transfer of a Partner's interest in the Partnership).

    12.8         Counterparts.  This Agreement may be executed in two
or more counterparts and by each party on separate counterparts,
each of which shall be an original, but all of which taken together
shall constitute but one and the same instrument.

    12.9         Governing Law.  This Agreement shall be governed by,
and construed and enforced in accordance with the laws of the State
of California.


                                       ARTICLE 13

                           REPRESENTATIONS OF LIMITED PARTNERS

    13.1         The Limited Partner represents as follows:

          13.1.1      The Limited Partner is thoroughly informed
    concerning the type of Property to be owned by the Partnership
    and has asked and has answered such questions relating thereto
    as the Limited Partner deems necessary, and understands that no
    return of, on, or with respect to the consideration given for
    the Limited Partners' Units of interest is represented,
    warranted or promised in any way by the General Partner or the
    Partnership;

          13.1.2      The Limited Partner has read this Partnership
    Agreement and understands and agrees to its terms;

          13.1.3      The Limited Partner is capable of evaluating the
    risks and merits of acquiring an interest in Units of the
    Partnership, has no need for liquidity of investment with
    respect to the acquisition of such Units, and can afford to
    sustain a complete loss of such investment;

          13.1.4      The Limited Partner understands that neither the
    General Partner nor its counsel have represented the interests
    of the Limited Partner in connection with the transaction, and
    the Limited Partner is free (and encouraged) to seek independent
    counsel of the Limited Partner's choosing; and

          13.1.5      The Limited Partner is acquiring the Units for
    investment purposes only and not with a view to resale or
    distribution of record or beneficially to any other person.


                                       ARTICLE 14

                                 SEPARATENESS COVENANTS

          14.1   For so long as any mortgage lien exists on any of the
Properties, in order to preserve and ensure its separate and
distinct corporate identity, in addition to the other provisions
set forth in this partnership agreement, the partnership shall
conduct its affairs in accordance with the following provisions:

                 14.1.1  It shall establish and maintain an office
    through which its business shall be conducted separate and apart from
    that of any of its affiliates and shall and shall allocate fairly and 
    reasonably any overhead for shared office space.

                 14.1.2  It shall maintain separate partnership records
    and books of account from those of its parent and any affiliate.

                 14.1.3  It shall not commingle assets with those of its
    parent and any affiliate.

                 14.1.4  It shall conduct its own business in its own name.

                 14.1.5  It shall maintain financial statements separate
    from any affiliate.

                 14.1.6  It shall pay any liabilities out of its own
    funds, including salaries of any employees, not funds of any affiliate.

                 14.1.7  It shall maintain an arm's length relationship
    with any affiliate.

                 14.1.8  It shall not guarantee or, except to the extent
    of its liability for the debt secured by such mortgage lien, become 
    obligated for the debts of any other entity, including any affiliate or
    hold out its credit as being available to satisfy the obligations of others.

                 14.1.9  It shall use stationary, invoices and checks
    separate from any affiliate.

                 14.1.10  It shall not pledge its assets for the benefit
    of any other entity, including any affiliate.

                 14.1.11  It shall hold itself out as an entity separate
    from any affiliate.

          For purpose of this Article Fourteen, the following terms
shall have the following meanings:

    "affiliate" means any person controlling or controlled by or
under common control with the partnership, including, without
limitation (i) any person who has a familial relationship, by
blood, marriage or otherwise with any partner or employee of the
partnership, or any affiliate thereof and (ii) any person which
receives compensation for administrative, legal or accounting
services from this partnership, or any affiliate.  For purposes of
this definition, "control" when used with respect to any specified
person, means the power to direct the management and policies of
such person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the
foregoing.

    "person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company,
trust (including any beneficiary thereof), unincorporated
organization, or government or any agency or political subdivision
thereof. 

    IN WITNESS WHEREOF, the parties hereto have, by themselves or by
their officers or representatives duly authorized thereunto, caused
this Agreement to be executed and delivered effective as of the
date first above written.
                                                General Partner:

                                                INCOME GROWTH MANAGEMENT, INC.

                                                a California corporation

                                                By:
                                                  David Maurer, President

                                                IGP X MISSION PARK, INC.
                                                a California Corporation


                                                By:
                                                  David Maurer, President

                                                Limited Partner:

                                                INCOME GROWTH PARTNERS, LTD. X
                                                a California limited partnership
                                                By its General Partner:
                                                Income Growth Management, Inc.
                                                a California corporation


                                                By:
                                                  David Maurer, President

                                       EXHIBIT "A"


Lots 1 and 2 of City of San Marcos Tract No. 295, in the City of
San Marcos, County of San Diego, State of California, according to
Map thereof No. 12309, filed in the Office of the County Recorder
of San Diego County, February 9, 1989.

Together with that portion of Bougher Road and Mission Road vacated
thereon lying Southeasterly and immediately adjacent to Lot 2,
described above, as shown on said map.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 206149}]
{"company-data": {"conformed-name": "INCOME GROWTH PARTNERS LTD X", "cik": "0000830051", "assigned-sic": "6500", "irs-number": "330294177", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18528", "film-number": "96502675"}, "business-address": {"street1": "11300 SORRENTO VALLEY RD STE 108", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6194572750"}, "mail-address": {"street1": "11300 SORRENTO VALLEY ROAD", "street2": "SUITE 108", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
SECURITIES AND EXCHANGE COMMISSION 
                         Washington, D.C. 20549 

                                Form 8-K

             Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Act of 1934

Date of Report (Date of earliest event reported) December 27, 1995

                     INCOME GROWTH PARTNERS, LTD. X 
         (Exact name of registrant as specified in its charter)  

 
        CALIFORNIA               0-18528                 33-0294177 
(State or other jurisdiction   (Commission           (I.R.S. Employer 
 of incorporation or            File Number)          Identification No.) 
 organization) 

  
   11300 Sorrento Valley Road, Suite 108, San Diego, California 92121 
            (Address of principal executive offices) (Zip Code) 

 
                             (619) 457-2750 
          (Registrant's telephone number, including area code) 

 
                                   N/A
     (Former name or former address, if changed since last report) 
 

                                    Page 1
                        Exhibit Index located on page 4
Item 2. Acquisition or disposition of assets

The registrant is a California Limited Partnership.  On December 27, 1995 
the registrant refinanced its Mission Park property to take advantage of an 
opportunity to pay off the existing $12.3 million loan on the property for 
the discounted amount of $10.2 million, pursuant to a Loan Pay-off 
Agreement with the existing lender.  This effectively created approximately 
an additional $2 million in equity in the property, and lowered the monthly 
debt service payments on the property by approximately $20,000 to 
approximately $73,000 per month.  With this new financing, the property 
generates a positive cash flow, and is in a much better position to meet 
its ongoing financial obligations.  

One of the requirements of the new lender was that the property be held by 
a single asset entity with at least one bankruptcy-remote general partner.  
Therefore, in order to obtain the new financing and take advantage of the 
discounted pay-off opportunity, the partnership had to transfer title of the 
property to a new transparent subpartnership called IGP X Mission Park 
Associates, L.P., a California limited partnership ("IGP X MPA") pursuant to 
Sections 5.1.2 and 5.1.3 of the registrant's Amended and Restated Agreement 
of Limited Partnership.  The sole limited partner of IGP X MPA is the 
registrant, Income Growth Partners, Ltd. X.  Its general partners are 
Income Growth Management, Inc., a California corporation (also the General 
Partner of Income Growth Partners, Ltd. X) and a new corporation, IGP X 
Mission Park, Inc., a California corporation (that is bankruptcy remote).  
The new subpartnership, IGP X MPA is transparent to Income Growth Partners, 
Ltd. X, because as the sole limited partner of IGP X MPA, Income Growth 
Partners, Ltd. X receives 99% of all net income and losses generated by the 
partnership.  Furthermore the remaining 1% of net income and loss is 
allocated to the General Partner, IGP X Mission Park, Inc., of which Income 
Growth Partners, Ltd. X is the sole shareholder.

The Agreement of Limited partnership for IGP X Mission Park Associates, 
L.P. is substantially similar to that of Income Growth Partners, Ltd. X, 
with the exception of separateness covenants and single asset entity 
provisions that were included at the request of the new lender.  A copy of 
the Articles of Incorporation for IGP X Mission Park, Inc., and a copy of 
the Agreement of Limited Partnership for IGP X MPA are attached hereto as 
exhibits 3.1 and 4.3.  The new lender is not related to the registrant or 
any of its affiliates.

The new loan on the property is in the principal amount of $10,200,000 at a 
fixed interest rate of 7.76% per year, amortized over 30 years, all due and 
payable in ten years, with monthly principal and interest payments of 
approximately $73,145.  The new loan incorporates a five year "lockout" 
period with an equivalency yield prepayment penalty.  Thereafter there is a 
diminishing prepayment penalty in years 6-10 decreasing approximately 
annually from 5% to 0% of the outstanding principal balance. 

In order to complete the refinancing, it was necessary for the partnership 
to pay off the remaining past-due property taxes on Mission Park of 
approximately $152,350. The loan was obtained through ENA Corporation, a 
licensed California Real Estate Broker that is an affiliate of the General 
Partner, for which it received a loan origination fee of approximately 

                                       2
$102,000 in the form of a promissory note from the partnership.  In addition 
the partnership incurred closing costs and other loan origination fees of 
approximately $276,000.  The new loan also required the partnership to set 
aside approximately $86,325 in initial reserves for taxes, insurance, and 
replacements.  

                              SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized. 

Date: January 11, 1996 
 
 
                       INCOME GROWTH PARTNERS, LTD. X,
                       a California Limited Partnership

                       By:  Income Growth Management, Inc. 
                            General Partner 

                            By:  Timothy C. Maurer
                                 _______________________________
                                 Timothy C. Maurer
                                 Principal Financial Officer AND 
                                 Duly Authorized Officer of the Registrant

                                       3
EXHIBIT INDEX 

                                                             Sequentially
Exhibit No.                  Description                     Numbered Page
___________  ______________________________________________  _____________

    3.1      Articles of Incorporation of IGP X Mission            5
              Park, Inc.

    4.3      Agreement of Limited Partnership of                   9
              IGP X Mission Park Associates, L.P., A 
              California Limited Partnership

                                       4
EXHIBIT 3.1

                  ARTICLES OF INCORPORATION OF
                    IGP X MISSION PARK, INC.

                               I.

     The name of this corporation is IGP X MISSION PARK, INC.

                               II.

     The purpose of the corporation is to engage in any lawful act
or activity for which a corporation may be organized under the
General Corporation Law of California other than the banking
business, the trust company business or the practice of a
profession permitted to be incorporated by the California
Corporations Code, including, but not limited to, the activity of
acting as a general partner of a limited partnership (the
"Partnership") whose purpose is to acquire certain parcels of real
property, together with all improvements located thereon, in the
City of San Diego, State of California (the "Property") and own,
hold, sell, assign transfer, operate, lease, mortgage, pledge and
otherwise deal with the Property.  The corporation shall exercise
all powers enumerated in the California Corporations Code necessary
or convenient to the conduct, promotion or attainment of the
business or purposes otherwise set forth herein.

                              III.

     The name and address in the State of California of this
corporation's initial agent for service of process is:

          David Maurer
          11300 Sorrento Valley Road, Suite 108
          San Diego, CA  92121

                               IV.

     This corporation is authorized to issue only one (1) class of
stock, and the total number of authorized shares is 1,000,000
shares.

                               V.

     The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.

                               VI.

     The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the Corporations Code) for

                                       5
breach of duty to the corporation and its shareholders through
bylaw provisions or through agreements with the agents, or both, in
excess of the indemnification otherwise permitted by Section 317 of
the Corporations Code, subject to the limits on such excess
indemnification as set forth in Section 204 of the Corporations
Code.

     Any indemnification shall be fully subordinated to any
obligations respecting the Partnership or the Properties and shall
not constitute a claim against the corporation in the event that
cash flow is insufficient to pay such obligations.

                              VII.

     The corporation shall only incur or cause the Partnership to
incur indebtedness in an amount necessary to acquire, operate and
maintain the Properties.  For so long as any mortgage lien exists
on any of the Properties, the corporation shall not and shall not
cause the Partnership to incur, assume, or guaranty any other
indebtedness.  For so long as the Partnership remains mortgagor of
the Property, the corporation shall not cause the Partnership to
dissolve.  The corporation shall not and shall not cause the
Partnership to consolidate or merge with or into any other entity
or convey or transfer its properties and assets substantially as an
entirety to any entity unless (i) the entity (if other than the
corporation or Partnership) formed or surviving such consolidation
or merger or that acquired by conveyance or transfer the properties
and assets of the corporation or Partnership substantially as an
entirety (a) shall be organized and existing under the laws of the
United States of America or any State or the District of Columbia,
(b) shall include in its organizational documents the same
limitations set forth in this Article VII and in Article VIII, and
(c) shall expressly assume the due and punctual performance of the
corporation's obligations; and (ii) immediately after giving effect
to such transaction, no default or event of default under any
agreement to which it is a party shall have been committed by this
corporation or the Partnership and be continuing.  For so long as
a mortgage lien exists on any of the Properties, the corporation
shall not voluntarily commence a case with respect to itself or
cause the Partnership to voluntarily commence a case with respect
to itself, as debtor, under the Federal Bankruptcy Code or any
similar federal or state statute without the unanimous consent of
the Board of Directors.  For so long as a mortgage lien exists on
any of the Properties, no material amendment to this articles of
incorporation or to the corporation's By-Laws nor to the
partnership agreement of the Partnership may be made without first
obtaining approval of the mortgagees holding first mortgages on
each of the Properties.

                              VIII.

     For so long as any mortgage lien exists on any of the
Properties, in order to preserve and ensure its separate and
distinct corporate identity, in addition to the other provisions
set forth in this articles of incorporation, the corporation shall
conduct its affairs in accordance with the following provisions:

                                       6
1.  It shall establish and maintain an office through which its
business shall be conducted separate and apart from those of its
parent and any affiliate and shall allocate fairly and reasonably
any overhead for shared office space.

2.  It shall maintain separate corporate records and books of
account from those of its parent and any affiliate.

3.  Its Board of Directors shall hold appropriate meetings (or act
by unanimous consent) to authorize all appropriate corporate
actions, and in authorizing such actions, shall observe all
corporate formalities.

4.  It shall not commingle assets with those of its parent and any
affiliate.

5.  It shall conduct its own business in its own name.

6.  It shall maintain financial statements separate from its parent
and any affiliate.

7.  It shall pay any liabilities out of its own funds, including
salaries of any employees, not funds of its parent or any
affiliate.

8.  It shall maintain an arm's length relationship with its parent
and any affiliate.

9.  It shall not guarantee or, except to the extent of its
liability for the debt secured by such mortgage lien, become
obligated for the debts of any other entity, including its parent
or any affiliate or hold out its credit as being available to
satisfy the obligations of others.

10.  It shall use stationary, invoices and checks separate from its
parent and any affiliate.

11.  It shall not pledge its assets for the benefit of any other
entity, including its parent and any affiliate.

12.  It shall hold itself out as an entity separate from its parent
and any affiliate."

     For purpose of this Article VIII,the following terms shall
have the following  meanings:

          "affiliate" means any person controlling or controlled by
or under common control with the parent, including, without
limitation (i) any person who has a familial relationship, by
blood, marriage or otherwise with any director, officer or employee
of the corporation, its parent, or any affiliate thereof and (ii)
any person which receives compensation for administrative, legal or
accounting services from this corporation, its parent or any
affiliate.  For purposes of this definition, "control" when used
with respect to any specified person, means the power to direct the
management and policies of such person, directly or indirectly,

                                       7
whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

          "parent" means, with respect to a corporation, any other
corporation owning or controlling, directly or indirectly, fifty
percent (50%) or more of the voting stock of the corporation.

          "person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock
company, trust (including any beneficiary thereof), unincorporated
organization, or government or any agency or political subdivisio
n thereof. 

Dated: December 5, 1995            ______________________________
                                   Nancy L. Wickham, Incorporator

     I declare that I am the person who executed the above Articles
of Incorporation, and this instrument is my act and deed.

Dated: December 5, 1995            ______________________________
                                   Nancy L. Wickham

                                       8
EXHIBIT 4.3

                            AGREEMENT OF LIMITED PARTNERSHIP

                                           OF

                           IGP X MISSION PARK ASSOCIATES, L.P.
                            A CALIFORNIA LIMITED PARTNERSHIP

                                       9
TABLE OF CONTENTS
                                                                         Page

ARTICLE 1         ESTABLISHMENT . . . . . . . . . . . . . . . . . . . . . . 1
            1.1   Name. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
            1.2   Principal Place of Business . . . . . . . . . . . . . . . 1
            1.3   Term. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
            1.4   Purpose and Powers. . . . . . . . . . . . . . . . . . . . 1
            1.5   Certificate of Limited Partnership and Other
                  Filings . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2         OBJECTIVES AND LIMITATIONS
            OF PARTNERSHIP REAL ESTATE INVESTMENT . . . . . . . . . . . . . 2
            2.1   Objectives. . . . . . . . . . . . . . . . . . . . . . . . 2
            2.2   Further Limitations on Partnership
            Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . 2
            2.3   Reinvestments . . . . . . . . . . . . . . . . . . . . . . 3
            2.4   Short-Term Investment Funds . . . . . . . . . . . . . . . 3
            2.5   Conflicts . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 3         CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . . 4
            3.1   Capital Contributions . . . . . . . . . . . . . . . . . . 4
                  3.1.1  General Partner. . . . . . . . . . . . . . . . . . 4
                  3.1.2  Limited Partner. . . . . . . . . . . . . . . . . . 4
              23.2Partner's Capital Account . . . . . . . . . . . . . . . . 4
            3.3   Limited Partners' Liability . . . . . . . . . . . . . . . 4

ARTICLE 4         DISTRIBUTIONS AND ALLOCATIONS . . . . . . . . . . . . . . 4
            4.1   Cash Distributions. . . . . . . . . . . . . . . . . . . . 4
                  4.1.1  Distributable Cash from Operations . . . . . . . . 4
                  4.1.2  Distributable Cash from Sale or
                         Refinancing. . . . . . . . . . . . . . . . . . . . 4
            4.2   Allocation of Net Income and Net Loss . . . . . . . . . . 5
                  4.2.1  Allocations of Net Income and Net
                         Losses . . . . . . . . . . . . . . . . . . . . . . 5
                  4.2.2  Recapture Income . . . . . . . . . . . . . . . . . 9
                  4.2.3  Allocation of Partnership Items. . . . . . . . . . 9
                  4.2.4  Special Allocations to General Partner . . . . . . 9
                  4.2.5  Allocation Among Limited Partners. . . . . . . . . 9
                  4.2.6  Assignment . . . . . . . . . . . . . . . . . . . . 9
                  4.2.7  Quarterly Distributions. . . . . . . . . . . . .  10
                  4.2.8  Power of General Partner to Vary
                         Allocations of Net Income and Net Loss . . . . . .10
                  4.2.9  Consent of Partners. . . . . . . . . . . . . . . .10
            4.3   Working Capital Reserve . . . . . . . . . . . . . . . . .10

ARTICLE 5         MANAGEMENT AND ADMINISTRATION . . . . . . . . . . . . . .10
            5.1   Powers and Authority of the General Partner . . . . . . .10
            5.2   Duties of the General Partner . . . . . . . . . . . . . .11
                  5.2.1  Maintenance of Limited Partnership
                         Status . . . . . . . . . . . . . . . . . . . . . .12
                  5.2.2  Acquisition of the Property. . . . . . . . . . . .12
                  5.2.3  Management of the Property . . . . . . . . . . . .12
                  5.2.4  Disposition of the Property. . . . . . . . . . . .13
                  5.2.5  Insurance. . . . . . . . . . . . . . . . . . . . .13
                  5.2.6  Net Worth. . . . . . . . . . . . . . . . . . . . .13
                  5.2.7  Avoidance of Investment Company Status . . . . . .13
                  5.2.8  Records. . . . . . . . . . . . . . . . . . . . . .13
                  5.2.9  Delivery to Limited Partners and
                         Inspection . . . . . . . . . . . . . . . . . . . .14
                  5.2.10  Reports . . . . . . . . . . . . . . . . . . . . .14
                  5.2.11  Interim Reports; Accountant's Report. . . . . . .15
            5.3   Restrictions on Authority of General
                  Partner . . . . . . . . . . . . . . . . . . . . . . . . .15
                  5.3.1  Actions Requiring Consent of all
                         Limited Partners . . . . . . . . . . . . . . . . .15
                  5.3.2  Actions Requiring Consent of a
                         Majority-In-Interest of the Limited
                         Partners . . . . . . . . . . . . . . . . . . . . .15
                  5.3.3  Unconditional Restrictions on General
                         Partner's Authority. . . . . . . . . . . . . . . .16
            5.4   Method of Action by General Partner . . . . . . . . . . .17
            5.5   Time and Efforts of the General Partner . . . . . . . . .17
            5.6   Power of Attorney . . . . . . . . . . . . . . . . . . . .18
            5.7   Section 754 Election. . . . . . . . . . . . . . . . . . .18
            5.8   Fiscal Year . . . . . . . . . . . . . . . . . . . . . . .18
            5.9   Banking . . . . . . . . . . . . . . . . . . . . . . . . .18

ARTICLE 6         COMPENSATION OF GENERAL PARTNER AND
            EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . .18
            6.1   General Partner's Compensation. . . . . . . . . . . . . .18
                  6.1.1  Acquisition Fees . . . . . . . . . . . . . . . . .19
                  6.1.2  Management Fee . . . . . . . . . . . . . . . . . .19
                  6.1.3  Subordinated Real Estate Commissions on
                         Sale of Partnership Real Estate. . . . . . . . . .19
            6.2   Operating Expenses. . . . . . . . . . . . . . . . . . . .20
                  6.2.1  Payment Generally. . . . . . . . . . . . . . . . .20
                  6.2.2  Reimbursements to General Partner. . . . . . . . .20
            6.3   Indemnification of General Partner. . . . . . . . . . . .21
                  6.3.1  Indemnification Generally. . . . . . . . . . . . .21
                  6.3.2  Restrictions on Indemnification. . . . . . . . . .21
                  6.3.3  Indemnification Limited to Partnership
                         Assets . . . . . . . . . . . . . . . . . . . . . .21
            6.4   Exoneration of General Partner for Acts in
                  Good Faith. . . . . . . . . . . . . . . . . . . . . . . .21

ARTICLE 7         LIMITED PARTNER INTEREST. . . . . . . . . . . . . . . . .21
            7.1   Limited Liability . . . . . . . . . . . . . . . . . . . .21
            7.2   Withdrawal and Return of Limited Partner's
                  Capital Contribution. . . . . . . . . . . . . . . . . . .22
            7.3   Role of Limited Partners. . . . . . . . . . . . . . . . .22
            7.4   Unanimous Votes; Consent of General Partner . . . . . . .22
            7.5   Meetings of the Limited Partners. . . . . . . . . . . . .22
            7.6   Notice. . . . . . . . . . . . . . . . . . . . . . . . . .22
            7.7   Adjourned Meeting and Notice Thereof. . . . . . . . . . .23
            7.8   Quorum. . . . . . . . . . . . . . . . . . . . . . . . . .23
            7.9   Consent of Absentees. . . . . . . . . . . . . . . . . . .23
            7.10         Action Without Meeting . . . . . . . . . . . . . .23
            7.11         Record Dates . . . . . . . . . . . . . . . . . . .24
            7.12         Proxies. . . . . . . . . . . . . . . . . . . . . .24
            7.13         Chairman of Meeting. . . . . . . . . . . . . . . .24
            7.14         Inspectors of Election . . . . . . . . . . . . . .24
            7.15         Record Date and Closing Partnership
                  Books . . . . . . . . . . . . . . . . . . . . . . . . . .24
            7.16         No Termination by Reason of Change in
                  Limited Partners. . . . . . . . . . . . . . . . . . . . .25
            7.17         Transfer of Units. . . . . . . . . . . . . . . . .25
                  7.17.1  Restrictions on Transfer and
                         Assignment of Units. . . . . . . . . . . . . . . .25
                  7.17.2  Transfers of Units by Operation of
                         Law. . . . . . . . . . . . . . . . . . . . . . . .26
                  7.17.3  Repurchase of Units by Partnership. . . . . . . .26
                  7.17.4  Recognition Date for Assignments and
                         Other Transfers. . . . . . . . . . . . . . . . . .26
                  7.17.5  Admission of Substitute Limited
                         Partners . . . . . . . . . . . . . . . . . . . . .27
                  7.17.6  Names and Addresses of Limited
                         Partners . . . . . . . . . . . . . . . . . . . . .27

ARTICLE 8         GENERAL PARTNER INTERESTS . . . . . . . . . . . . . . . .28
            8.1   Removal of General Partner. . . . . . . . . . . . . . . .28
                  8.1.1  Removal by Vote of Limited Partners. . . . . . . .28
                  8.1.2  Removal by Other General Partner . . . . . . . . .28
            8.2   Withdrawal of General Partner Upon Election
                  of a New General Partner. . . . . . . . . . . . . . . . .28
            8.3   Admission of New or Substitute General
                  Partner . . . . . . . . . . . . . . . . . . . . . . . . .28
            8.4   Continuation of the Partnership . . . . . . . . . . . . .28
            8.5   Payment to Removed or Withdrawn General
                  Partner . . . . . . . . . . . . . . . . . . . . . . . . .29
                  8.5.1  Removal of All General Partners or
                         Remaining General Partner. . . . . . . . . . . . .29
            8.6   Liability of General Partner. . . . . . . . . . . . . . .30

ARTICLE 9         TERMINATION, LIQUIDATION AND DISSOLUTION OF
            THE PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . .30
            9.1   Events of Termination . . . . . . . . . . . . . . . . . .30
            9.2   Liquidation . . . . . . . . . . . . . . . . . . . . . . .30
            9.3   Application and Distribution of Proceeds of
                  Liquidation . . . . . . . . . . . . . . . . . . . . . . .31
                  9.3.1  General. . . . . . . . . . . . . . . . . . . . . .31
                  9.3.2  General Partner's Deficit Capital
                         Accounts . . . . . . . . . . . . . . . . . . . . .32
            9.4   Cancellation of Certificate of Limited
                  Partnership . . . . . . . . . . . . . . . . . . . . . . .32
            9.5   Final Partnership Statement . . . . . . . . . . . . . . .32

ARTICLE 10        DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . .32
            10.1         Acquisition Fees . . . . . . . . . . . . . . . . .32
            10.2         Adjusted Capital Account Deficit . . . . . . . . .33
            10.3         Adjusted Invested Capital. . . . . . . . . . . . .32
            10.4         Affiliate. . . . . . . . . . . . . . . . . . . . .32
            10.5         Basic Regulatory Allocations . . . . . . . . . . .33
            10.6         Capital Account. . . . . . . . . . . . . . . . . .33
            10.7         Capital Contribution . . . . . . . . . . . . . . .34
            10.8         Certificate of Limited Partnership . . . . . . . .34
            10.9         CRLPA. . . . . . . . . . . . . . . . . . . . . . .34
            10.10        Distributable Cash . . . . . . . . . . . . . . . .34
                  10.10.1  Distributable Cash from Operations . . . . . . .34
                  10.10.2  Distributable Cash from Sale or
                         Refinancing. . . . . . . . . . . . . . . . . . . .34
            10.11        General Partner. . . . . . . . . . . . . . . . . .34
            10.12        Gross Operating Revenues . . . . . . . . . . . . .34
            10.13        Gross Property Revenues. . . . . . . . . . . . . .34
            10.14        Internal Revenue Code. . . . . . . . . . . . . . .35
            10.15        Legal Restrictions . . . . . . . . . . . . . . . .35
            10.16        Limited Partner. . . . . . . . . . . . . . . . . .35
            10.17        Majority-In-Interest . . . . . . . . . . . . . . .35
            10.18        Management Fee . . . . . . . . . . . . . . . . . .35
            10.19        Minimum Gain . . . . . . . . . . . . . . . . . . .35
            10.20        Net Income or Net Loss . . . . . . . . . . . . . .35
            10.21        Nonrecourse Debt . . . . . . . . . . . . . . . . .35
            10.22        Nonrecourse Deductions . . . . . . . . . . . . . .35
            10.23        Nonrecourse Regulatory Allocation. . . . . . . . .36
            10.24        10% Operating Cash Preference. . . . . . . . . . .36
            10.25        Original Invested Capital. . . . . . . . . . . . .36
            10.26        Other Definitions. . . . . . . . . . . . . . . . .36
            10.27        Partner. . . . . . . . . . . . . . . . . . . . . .36
            10.28        Partner Nonrecourse Debt . . . . . . . . . . . . .36
            10.29        Partner Nonrecourse Deductions . . . . . . . . . .36
            10.30        Partner Nonrecourse Regulatory
                         Allocations. . . . . . . . . . . . . . . . . . . .36
            10.31        Partners of Record . . . . . . . . . . . . . . . .36
            10.32        Partnership. . . . . . . . . . . . . . . . . . . .36
            10.33        Partnership Minimum Gain . . . . . . . . . . . . .36
            10.34        Person . . . . . . . . . . . . . . . . . . . . . .36
            10.35        10% Preferred Return . . . . . . . . . . . . . . .36
            10.36        Property or Properties . . . . . . . . . . . . . .37
            10.37        Purchase Price . . . . . . . . . . . . . . . . . .37
            10.38        Qualified Plan . . . . . . . . . . . . . . . . . .37
            10.39        Recognition Date . . . . . . . . . . . . . . . . .37
            10.40        Refinancing. . . . . . . . . . . . . . . . . . . .37
            10.41        Regulatory Allocations . . . . . . . . . . . . . .37
            10.42        Sale . . . . . . . . . . . . . . . . . . . . . . .37
            10.43        Substitute Limited Partner . . . . . . . . . . . .37
            10.44        Unit . . . . . . . . . . . . . . . . . . . . . . .37
            10.45        Working Capital Reserve. . . . . . . . . . . . . .37

ARTICLE 11        RELATIONSHIP OF CERTAIN TERMS OF THIS
            AGREEMENT TO PROVISIONS  OF THE CALIFORNIA
            REVISED LIMITED PARTNERSHIP ACT . . . . . . . . . . . . . . . .38
            11.1         Revised Limited Partnership Act
                  Governs . . . . . . . . . . . . . . . . . . . . . . . . .38
            11.2         Provisions of the CRLPA Supplanted by
                  the Terms of this Agreement . . . . . . . . . . . . . . .38
            11.3         Other Terms and Provisions . . . . . . . . . . . .38

ARTICLE 12        GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . .39
            12.1         Notices. . . . . . . . . . . . . . . . . . . . . .39
            12.2         Amendment of Agreement and the
                  Certificate of Limited Partnership. . . . . . . . . . . .39
                  12.2.1  Admission of Limited Partners . . . . . . . . . .39
                  12.2.2  Amendments with Consent of Limited
                         Partners . . . . . . . . . . . . . . . . . . . . .39
                  12.2.3  Amendments Without Consent of Limited
                         Partners . . . . . . . . . . . . . . . . . . . . .39
                  12.2.4  Execution and Recording of Amendments . . . . . .40
            12.3         Partition. . . . . . . . . . . . . . . . . . . . .40
            12.4         Severability . . . . . . . . . . . . . . . . . . .40
            12.5         Headings . . . . . . . . . . . . . . . . . . . . .40
            12.6         Further Assurances . . . . . . . . . . . . . . . .40
            12.7         Integrated and Binding Agreement . . . . . . . . .40
            12.8         Counterparts . . . . . . . . . . . . . . . . . . .40
            12.9         Governing Law. . . . . . . . . . . . . . . . . . .40

ARTICLE 13        REPRESENTATIONS OF LIMITED PARTNERS . . . . . . . . . . .41

ARTICLE 14        SEPARATENESS COVENANTS. . . . . . . . . . . . . . . . . .41
                           IGP X MISSION PARK ASSOCIATES, L.P.
                            A CALIFORNIA LIMITED PARTNERSHIP

                            AGREEMENT OF LIMITED PARTNERSHIP

    THIS AGREEMENT OF LIMITED PARTNERSHIP ("Agreement") is made this
____ day of December, 1995, by and among INCOME GROWTH MANAGEMENT,
INC., a California corporation, IGP X MISSION PARK INC., a
California corporation (collectively, the "General Partner"), and
INCOME GROWTH PARTNERS, LTD. X, a California limited partnership
(the "Limited Partner") under the California Revised Limited
Partnership Act ("CRLPA") for the purposes and upon the terms and
conditions hereinafter set forth.  Capitalized terms used in this
Agreement are defined in Section 10 hereof.

                                        ARTICLE 1

                                      ESTABLISHMENT

    1.1   Name.  The name of the Partnership shall be IGP X MISSION
PARK ASSOCIATES, L.P.; provided, that the General Partner may from
time to time, in its sole discretion, change such name and amend
this Agreement and the Certificate of Limited Partnership to
reflect such change.

    1.2   Principal Place of Business.  The principal place of
business of the Partnership shall be 11300 Sorrento Valley Road,
Suite 108, San Diego, California 92121; provided, that the General
Partner may from time to time, in its sole discretion, elect to
change the principal place of business, so long as such place
remains within the contiguous United States.

    1.3   Term.  The Partnership shall have a term commencing November
30, 1995, and ending 33 years therefrom, unless (i) the Partnership
has been sooner terminated as provided herein or otherwise by law
or (ii) the term has been extended by the vote of the General
Partner and a Majority-In-Interest of the Limited Partners.

    1.4   Purpose and Powers.  The primary purpose of the Partnership
is to acquire, hold, sell, assign, transfer, operate, lease,
mortgage, pledge or otherwise deal with certain parcels of real
property, together with all improvements thereon, in the City of
San Marcos, State of California, commonly referred to as the
Mission Park Apartments (the "Property"), more particularly
described at Exhibit "A" attached hereto.  The Partnership shall
have all of the powers permitted to a limited partnership under the
CRLPA, including, without limitation, the power to engage in any
and all lawful business activities related or incidental to its
primary purpose.

    1.5   Certificate of Limited Partnership and Other Filings.  The
General Partner has caused a Certificate of Limited Partnership to
be recorded in the office of the Secretary of State of the State of
California and a fictitious business name statement to be filed
with the Clerk of San Diego County and published within said
County, as required by applicable California law (i) to preserve
and maintain the status of the Partnership as a limited partnership
under the CRLPA and (ii) to preserve the Partnership's right to
carry on business in said County under its name.  The General
Partner shall cause to be recorded, filed and/or published, in each
county (or other jurisdiction) where the Partnership acquires real
property or otherwise does business, a certified copy of the
Certificate of Limited Partnership, a fictitious business name
statement and/or such other recording or filing as may be required
under any applicable law to preserve the Partnership's limited
partnership status and right to the use of its name.  The General
Partner shall also cause the Certificate of Limited Partnership and
each such other recording or filing to be amended whenever there is
any addition to or change in the General Partner, or change of the
Partnership's name or principal place of business or other change
requiring such an amendment under applicable law.

                                        ARTICLE 2

                               OBJECTIVES AND LIMITATIONS
                          OF PARTNERSHIP REAL ESTATE INVESTMENT

    2.1   Objectives.  In the acquisition, operation and disposition
of the Properties, the Partnership's objectives shall be:

          2.1.1       To preserve the Limited Partners' capital invested
    in the Partnership;

          2.1.2       To realize gains through potential appreciation in
    the value of the Properties;

          2.1.3       To increase the Partnership's equity in the
    Properties through payments on mortgage loans on the Properties
    out of Gross Operating Revenues;

          2.1.4       To generate cash to pay all expenses; and

          2.1.5       To generate current income and Distributable Cash
    from Partnership operations.

    2.2   Further Limitations on Partnership Transactions.  In its
acquisition of the Properties, the Partnership shall be further
subject to the following restrictions on transactions with the
General Partner and Affiliates:

          2.2.1       The Partnership shall not issue to any General
    Partner or Affiliate "wrap-around" secondary mortgage debt
    financing on any Property in connection with financing made
    available by the General Partner or Affiliate to the
    Partnership.

          2.2.2       The Partnership shall not acquire an interest in
    any real estate in which a General Partner or Affiliate has (or
    is expected to acquire) an interest; provided, however, that the
    foregoing shall not preclude the Partnership from obtaining
    financing from a General Partner or Affiliate in accordance with
    Subsection 2.2.3, below.

          2.2.3       The Partnership may obtain from a General Partner
    or Affiliate, and any of the General Partner and Affiliates may
    extend to the Partnership loans of funds for one year or less
    (hereinafter called "Short-Term Loans") to be used for
    (i) acquisition of Property prior to the time that long-term
    debt financing is available for such purposes or (ii) upgrading
    or refurbishing a Property.  Short-Term Loans to the Partnership
    by a General Partner or Affiliate shall be repaid out of the
    proceeds of refinancing long-term mortgage debt on the Property
    acquired or improved.  All loans to the Partnership by a General
    Partner or Affiliate shall be on terms and bear interest as
    favorable to the Partnership as that available from independent
    lenders on comparable loans for the same purpose in the same
    locality.  Notwithstanding the foregoing, no General Partner or
    Affiliate shall, on any loan to the Partnership, charge and
    receive interest in an amount which exceeds that permitted under
    applicable law or require a prepayment charge or penalty.

          2.2.4       In connection with its acquisitions of the
    Properties, the Partnership shall also be subject to every other
    restriction on transactions between the Partnership and the
    General Partner and Affiliates specified in this Agreement.

          2.2.5       The Partnership shall only incur indebtedness in
    an amount necessary to acquire, operate and maintain the
    Property.  For so long as any mortgage lien exists on the
    Property, the Partnership shall not incur, assume, or guaranty
    any other indebtedness, subject to subsection 2.2.3 hereinabove.

          2.2.6       The Partnership shall not consolidate or merge with
    or into any other entity or convey or transfer the Property and
    assets substantially as an entirety to any entity unless:

                 (i)       the entity (if other than the Partnership)
    formed or surviving such consolidation or merger or that
    acquired by conveyance or transfer the Property and assets of
    the Partnership substantially as an entirety (a) shall be
    organized and existing under the laws of the United States of
    America or any State or the District of Columbia, (b) shall
    include in its organizational documents the same limitations set
    forth in this subsection 2.2.6 and Article 14, and (c) shall
    expressly assume the due and punctual performance of the
    Partnership's obligations; and 

                 (ii)      immediately after giving effect to such
    transaction, no default or event of default under any agreement
    to which it is a party shall have been committed by this
    Partnership and be continuing.

          2.2.7       For so long as a mortgage lien exists on the
    Property, the Partnership will not voluntarily commence a case
    with respect to itself, as debtor, under the Federal Bankruptcy
    Code or any similar federal or state statute without the
    unanimous consent of all of the partners of the Partnership.  

          2.2.8       For so long as a mortgage lien exists on the
    Property, no material amendment to this Partnership Agreement
    may be made without first obtaining approval of the mortgagees
    holding any first mortgage on the Property.

    2.3   Reinvestments.  The Partnership shall not use any Gross
Operating Revenues or Net Cash from Sales or Refinancings to
acquire real estate, or make any other investments.

    2.4   Short-Term Investment Funds.  Prior to its use for
acquisition of the Property or other Partnership purposes
(including distributions to the Partners), the Working Capital
Reserve, Available Cash from Operations and Net Cash from Sales or
Refinancing may, in the discretion of the General Partner, be
invested in any of the following:

          2.4.1       Interest-bearing accounts or short-term
    certificates of deposit or time deposits with, or banker's
    acceptances from, banks or savings and loan associations;

          2.4.2       Obligations of or guaranteed by the United States
    Government, or of any of its agencies (including, without
    limitation, such obligations coupled with a repurchase agreement
    from a commercial bank); and

          2.4.3       High-grade commercial paper rated A or better by
    Moody's Investors Service, Inc.  Any income earned from such
    investments shall be added to Gross Operating Revenues.

    2.5   Conflicts.  General Partner Income Growth Management, Inc.
is in the business of acquiring, operating, managing, developing
and/or disposing of real estate, and may hereafter, from time to
time, act as a general partner, sponsor or manager for other real
estate limited partnerships or similar real estate investment
entities (hereinafter called "Other Purchasers") with investment
objectives and criteria comparable to those of the Partnership. 
General Partner Income Growth Management, Inc. shall not be
obligated to identify or present any real estate acquisition to the
Partnership, or to refrain from presenting such acquisition to any
other Person (or making, or entering into an agreement for, such
acquisition itself).

                                        ARTICLE 3

                                     CAPITALIZATION

    3.1   Capital Contributions.

          3.1.1       General Partner.  The General Partner shall not
make any separate Capital Contribution to the Partnership.

          3.1.2       Limited Partner.  The Limited Partner shall be
Income Growth Partners Ltd., X, a California Limited Partnership. 
In exchange for Units, the Limited Partner shall contribute the
Property to the Partnership.

    3.2   Partner's Capital Account.  On the books of the Partnership,
there shall be maintained for the General Partner and the Limited
Partner a Capital Account, which shall be maintained in accordance
with Section 10.6.

    3.3   Limited Partners' Liability.  In no event shall the
liability of the Limited Partner for Partnership losses exceed the
aggregate amount of its Capital Contribution (including, in some
instances, portions returned to it), plus its pro rata share of
undistributed profits.

                                        ARTICLE 4

                              DISTRIBUTIONS AND ALLOCATIONS

    4.1   Cash Distributions.

          4.1.1       Distributable Cash from Operations.  The General
    Partner shall have the right to make distributions to Partners
    from Distributable Cash from Operations in such amounts and at
    such times as the General Partner determines to be appropriate,
    consistent with sound business practices.  Distributions made
    from Distributable Cash from Operations for a fiscal year, if
    any, shall be made in the following order of priority:

                 (1)       First, 100% to the Limited Partner until it has
                 received during such fiscal year an amount equal to a
                 10% per annum noncumulative return on its Adjusted
                 Invested Capital.  The distribution under this
                 Section 4.1.1(1) is referred to herein as the
                 "Operating Cash Preference"; and

                 (2)       Second, thereafter, 99% to the Limited Partner
          and 1% to the General Partner.

          4.1.2       Distributable Cash from Sale or Refinancing. 
    Distributions of Distributable Cash from Sale or Refinancing of
    a Property (other than sales made in connection with the
    liquidation of the Partnership, the distribution of which is
    governed by Section 9.3.1) or from Working Capital Reserves will
    be made in the following order of priority:

                 (1)       First, 100% to the Limited Partner, until it
          has received an amount equal to its Adjusted Invested
          Capital;

                 (2)       Second, 100% to nonsubordinated fees,
          compensation and debts payable to the General Partner;

                 (3)       Third, thereafter, 100% to the Limited Partner
          until it has received an amount which, when added to any
          prior distributions to the Limited Partner from any source
          whatsoever (other than distributions under
          Section 4.1.2(1)-(2)), equals a 10% per annum cumulative,
          but not compounded, return on its Adjusted Invested
          Capital.  The distribution under this Subsection 4.1.2(3)
          is referred to herein as the "Preferred Return"; and

                 (4)       After the distributions described in
          Sections 4.1.2(1) - (3) have been made, remaining
          Distributable Cash from Sale or Refinancing shall be
          distributed 99% to the Limited Partner and 1% to the
          General Partner.

    4.2   Allocation of Net Income and Net Loss.  For each fiscal
year, Net Income and Net Loss of the Partnership shall be allocated
as follows:

          4.2.1       Allocations of Net Income and Net Losses.  For each
    fiscal year, Net Income and Net Loss of the Partnership shall be
    allocated as follows:

                 (1)       Net Losses.  After giving effect to the special
          allocations set forth in Section 4.2.1(3) hereof, Net
          Losses for any fiscal year shall be allocated as follows:

                      (a)       First, 99% to the Limited Partner and 1% to
                 the General Partner, except that Net Losses shall not
                 be allocated pursuant to this Section 4.2.1(1)(a) to
                 the extent such allocation would cause any Limited
                 Partner to have an Adjusted Capital Account Deficit at
                 the end of such fiscal year; and

                      (b)       The balance, if any, to the General
                 Partner.

                 (2)       Net Income.  After giving effect to the special
          allocations set forth in Section 4.2.1(3), hereof, Net
          Income for any fiscal year shall be allocated as follows:

                      (a)       First, 100% to the General Partner until
                 the aggregate Net Income allocated to the General
                 Partner pursuant to this Section 4.2.1(2)(a) for such
                 fiscal year and all previous fiscal years is equal to
                 the aggregate Net Losses allocated to the General
                 Partner pursuant to Section 4.2.1(1)(b) hereof for all
                 previous fiscal years; and

                      (b)       The balance, if any, 1% to the General
                 Partner and 99% to the Limited Partner.

                 (3)       Special Allocations.

                      (a)       Qualified Income Offset.  Except as
                 provided in Section 4.2.1(3)(c) but subject to
                 Section 4.2.1(3)(f), in the event the Limited Partner
                 unexpectedly receives any adjustments, allocations, or
                 distributions described in Treasury Regulations
                 Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-
                 1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items
                 of Partnership income and gain shall be specially
                 allocated to the Limited Partner in an amount and
                 manner sufficient to eliminate, to the extent required
                 by the Treasury Regulations, the Adjusted Capital
                 Account Deficits created by such adjustments,
                 allocations or distributions as quickly as possible.

                      (b)       Gross Income Allocation.  In the event any
                 Partner has an Adjusted Capital Account Deficit at the
                 end of any Partnership fiscal year, each such Partner
                 shall be specially allocated items of Partnership
                 gross income and gain, in the amount of such Adjusted
                 Capital Account Deficit as quickly as possible.

                      (c)       Minimum Gain Chargeback.  Notwithstanding
                 any other provision of this Section 4 (other than
                 Section 4.2.1(f)), if there is a net decrease in
                 Partnership Minimum Gain during any Partnership fiscal
                 year, each Partner shall be specially allocated items
                 of Partnership income and gain for such year (and, if
                 necessary, subsequent years) in an amount equal to the
                 greater of (i) the portion of such Partner's share of
                 the net decrease in Partnership Minimum Gain,
                 determined in accordance with Treasury Regulations
                 Section 1.704-1T(b)(4)(iv)(f), that is allocable to
                 the disposition of Property subject to Nonrecourse
                 Debt, determined in accordance with Treasury
                 Regulations Section 1.704-1T(b)(4)(iv)(e), or (ii) if
                 such Partner would otherwise have an Adjusted Capital
                 Account Deficit at the end of such year, an amount
                 sufficient to eliminate such Adjusted Capital Account
                 Deficit.  Allocations pursuant to the previous
                 sentence shall be made in proportion to the respective
                 amounts required to be allocated to each Partner.  The
                 items to be so allocated shall be determined in
                 accordance with Treasury Regulations Section 1.704-
                 1T(b)(4)(iv)(e).  This Section 4.2.1(3)(c) is intended
                 to comply with the minimum gain chargeback requirement
                 in the Treasury Regulations and shall be interpreted
                 consistently therewith.  To the extent permitted by
                 the Treasury Regulations and for purposes of this
                 Section 4.2.1(3)(c) only, each Partner's Adjusted
                 Capital Account Deficit shall be determined prior to
                 any other allocations pursuant to this Section 4 with
                 respect to such fiscal year and without regard to any
                 net decrease in Partner Minimum Gain during such
                 fiscal year.

                      (d)       Nonrecourse Deductions.  Nonrecourse
                 Deductions for any fiscal year or other period shall
                 be specially allocated 1% to the General Partner and
                 99% to the Limited Partner.

                      (e)       Code Section 754 Adjustments.  To the
                 extent an adjustment to the adjusted tax basis of any
                 Partnership asset pursuant to Internal Revenue Code
                 Section 734(b) or Internal Revenue Code Section 743(b)
                 is required, pursuant to Treasury Regulations
                 Section 1.704-1(b)(2)(iv)(m), to be taken into account
                 in determining Capital Accounts, the amount of such
                 adjustment to the Capital Accounts shall be treated as
                 an item of gain (if the adjustment increases the basis
                 of the asset) or loss (if the adjustment decreases
                 such basis), and such gain or loss shall be specially
                 allocated to the Partners in a manner consistent with
                 the manner in which its Capital Accounts are required
                 to be adjusted pursuant to such section of the
                 Treasury Regulations.

                      (f)       Allocations to Qualified
                 Plans.  Notwithstanding anything contained in this
                 Agreement to the contrary:

                           (A) No distributive share of overall Partnership
                      loss allocable to a Partner that is not a
                      Qualified Plan shall exceed such Partner's
                      smallest distributive share of overall Partnership
                      income for any fiscal year and any such loss that
                      cannot be allocated because of this provision
                      shall be allocated to Partners that are Qualified
                      Plans; and

                           (B) No distributive share of overall Partnership
                      income allocable to a Partner that is a Qualified
                      Plan shall exceed such Partner's smallest
                      distributive share of overall Partnership loss for
                      any taxable year, provided, however, that overall
                      Partnership income shall be allocated among
                      Partners that are Qualified Plans to the maximum
                      extent permissible under Section 514(c)(9)(E)(ii)
                      of the Internal Revenue Code so that on a
                      cumulative basis, overall Partnership income
                      allocable to Partners that are Qualified Plans
                      pursuant to this Section 4.2.1(3)(f)(B) equals the
                      amount of overall Partnership losses specially
                      allocated to such Partners pursuant to
                      Section 4.2.1(3)(f)(A) above.

                      (g)       Priority Allocations.  After giving effect
                 to all other special allocations in this
                 Section 4.2.1(3), all or a portion of the remaining
                 items of Partnership income or gain for the year, if
                 any, shall be specially allocated to the Partners in
                 proportion to the cumulative distributions of both
                 (i) the 10% Preferred Return pursuant to
                 Section 4.1.2(3); and (ii) the Operating Cash
                 Preference pursuant to Section 4.1.1(1) from the
                 commencement of the Partnership to a date 30 days
                 after the end of such fiscal year until the aggregate
                 amounts allocated to each such Partner pursuant to
                 this Section 4.2.1(3)(g) for such fiscal year and all
                 previous fiscal years is equal to the cumulative
                 amount of such distributions to such Partner.  In
                 addition, in connection with a sale upon liquidation
                 of the Partnership, as described in Section 9.3, there
                 shall be allocated to each Limited Partner, an amount
                 of Net Income equal to the amount to be distributed to
                 such Partner under Section 9.3.1(c), (e) and (f),
                 provided that such allocation shall not duplicate the
                 allocation described in the preceding sentence.

                      (h)       Gain.  After giving effect to all of the
                 special allocations in this Section 4.2.1(3), any
                 remaining Partnership gain for any fiscal year
                 resulting from any Sales or other dispositions of
                 Partnership Property shall be allocated in the
                 following order and priority:

                           (A) First, to the Limited Partner, in proportion
                      to the sum of its Units, until the sum of the
                      cumulative gains allocated pursuant to this
                      Section 4.2.1(3)(h)(A) for the current and all
                      previous fiscal years and the cumulative Net
                      Income allocated to the Limited Partner pursuant
                      to Section 4.2.1(2) hereof for the current and all
                      previous fiscal years is equal to the cumulative
                      Net Losses allocated pursuant to
                      Section 4.2.1(1)(a) to the Limited Partner for the
                      current and all previous fiscal years;

                           (B) Second, 99% to the Limited Partner and 1% to
                      the General Partner in a total amount equal to the
                      excess, if any, of (i) the cumulative
                      distributions pursuant to Sections 4.1.1(3) and
                      4.1.1(5) hereof from the commencement of the
                      Partnership to the date 30 days after the end of
                      such fiscal year over (ii) the sum of the
                      cumulative Net Income allocated pursuant to
                      Section 4.2.1(2)(b) hereof for the current and all
                      previous fiscal years plus the cumulative gains
                      allocated pursuant to this Section 4.2.1(3)(h)(B)
                      for all previous fiscal years; and

                           (C) The balance, if any, 99% to the Limited
                      Partner in proportion to the sum of its Original
                      Invested Capital, and 1% to the General Partner.

                      (i)       Net Income Arising From Sale Upon
                 Liquidation of Partnership.  After giving effect to
                 the special allocations set forth in Section 4.2.1(3)
                 (other than those set forth in Section 4.2.1(3)(g) and
                 4.2.1(3)(h)) hereof, Net Income arising from a Sale
                 upon liquidation of the Partnership shall be allocated
                 as follows:

                           (A) First, 100% to the General Partner until the
                      aggregate Net Income allocated to the General
                      Partner pursuant to Section 4.2.1(2)(a) and this
                      Section 4.2.1(3)(i)(A) for such fiscal year and
                      all previous fiscal years is equal to the
                      aggregate Net Losses allocated to the General
                      Partner pursuant to Section 4.2.1(1)(b) hereof for
                      all previous fiscal years;

                           (B) Second, the balance, if any, 1% to the
                      General Partner and 99% to the Limited Partner
                      until the aggregate Net Income allocated to the
                      Partners pursuant to Section 4.2.1(2)(b) and this
                      Section 4.2.1(3)(i)(B) for such fiscal year and
                      all previous fiscal years is equal to the
                      aggregate Net Losses allocated to the Partners
                      pursuant to Section 4.2.1(1)(a) for all previous
                      fiscal years;

                           (C) Third, Net Income arising from a Sale upon
                      liquidation of the Partnership shall be allocated
                      pursuant to Section 4.2.1(3)(g);

                           (D) Fourth, Net Income arising from a Sale upon
                      liquidation of the Partnership shall be allocated
                      pursuant to Section 4.2.1(3)(h); and

                           (E) Any remaining Net Income arising from a Sale
                      upon liquidation of the Partnership shall be
                      allocated 1% to the General Partner and 99% to the
                      Limited Partner.

                      (j)       Partner Nonrecourse Deductions.  All
                 Partner Nonrecourse Deductions for any fiscal year or
                 other period shall be specially allocated to the
                 Partner who bears the economic risk of loss (as set
                 forth in Treasury Regulations Section 1.704-
                 1T(b)(4)(iv)(k)(1)) with respect to the Partner
                 Nonrecourse Debt to which such Partner Nonrecourse
                 Deductions are attributable in accordance with
                 Treasury Regulations Section 1.704-1T(b)(4)(iv)(h).

                      (k)       Partner Minimum Gain
                 Chargeback.  Notwithstanding any other provision of
                 this Section 4 (other than Section 4.2.1(3)(c) and
                 Section 4.2.1(3)(f)), if there is a net decrease in
                 Partner Minimum Gain attributable to a Partner
                 Nonrecourse Debt during any Partnership fiscal year,
                 each Partner who has a share of the Partner Minimum
                 Gain attributable to such Partner Nonrecourse Debt,
                 determined in accordance with Section 1.704-
                 1T(b)(4)(iv)(h)(5), shall be specially allocated items
                 of Partnership income and gain for such year (and, if
                 necessary, subsequent years) in an amount equal to the
                 greater of (i) the portion of such Partner's share of
                 the net decrease in Partner Minimum Gain attributable
                 to such Partner Nonrecourse Debt, determined in
                 accordance with Treasury Regulations Section 1.704-
                 1T(b)(4)(iv)(h)(5), that is allocable to the
                 disposition of Property subject to such Partner
                 Nonrecourse Debt, determined in accordance with
                 Treasury Regulations Section 1.704-1T(b)(4)(iv)(h)(4),
                 or (ii) if such Partner would otherwise have an
                 Adjusted Capital Account Deficit at the end of such
                 year, an amount sufficient to eliminate such Adjusted
                 Capital Account Deficit.  Allocations pursuant to the
                 previous sentence shall be made in proportion to the
                 respective amounts required to be allocated to each
                 Partner pursuant thereto.  The items to be so
                 allocated shall be determined in accordance with
                 Section 1.704-1T(b)(4)(iv)(h)(4) of the Treasury
                 Regulations.  This Section 4.2.1(3)(k) is intended to
                 comply with the minimum gain chargeback requirement in
                 the Treasury Regulations and shall be interpreted
                 consistently therewith.  Solely for purposes of this
                 Section 4.2.1(3)(k), each Partner's Adjusted Capital
                 Account Deficit shall be determined prior to any other
                 allocations pursuant to this Section 4 with respect to
                 such fiscal year, other than allocations pursuant to
                 Section 4.2.1(3)(c).

                      (l)       Curative Allocations.  Notwithstanding any
                 other provision of this Agreement, the Regulatory
                 Allocations shall be taken into account in allocating
                 items of income, gain, loss and deduction among the
                 Partners so that, to the extent possible, the net
                 amount of such allocations of other items and the
                 Regulatory Allocations to each Partner shall be equal
                 to the net amount that would have been allocated to
                 each such Partner if the Regulatory Allocations had
                 not occurred ("Curative Allocations").  For purposes
                 of applying the foregoing sentence, (i) Curative
                 Allocations shall only be made with respect to
                 allocations pursuant to Section 4.2.1(3)(e) to the
                 extent the General Partner reasonably determines that
                 such allocations will otherwise be inconsistent with
                 the economic agreement among the Partners, (ii) no
                 Curative Allocations attributable to Nonrecourse
                 Regulatory Allocations shall be made prior to the
                 Partnership fiscal year during which there is a net
                 decrease in Partnership Minimum Gain, and then only to
                 the extent necessary to avoid any potential economic
                 distortions caused by such net decrease in Partnership
                 Minimum Gain, (iii) Curative Allocations shall be
                 deferred with respect to allocations pursuant to
                 Section 4.2.1(3)(d) to the extent the General Partner
                 reasonably determines that such allocations are likely
                 to be offset by subsequent allocations pursuant to
                 Section 4.2.1(3)(c), (iv) no Curative Allocation
                 attributable to Partner Nonrecourse Regulatory
                 Allocations shall be made with respect to allocations
                 pursuant to Section 4.2.1(3)(j) relating to a
                 particular Partner Nonrecourse Debt prior to the
                 Partnership fiscal year during which there is a net
                 decrease in Partner Minimum Gain attributable to such
                 Partner Nonrecourse Debt, and then only to the extent
                 necessary to avoid any potential economic distortions
                 caused by such net decrease in Partner Minimum Gain,
                 and (v) Curative Allocations shall be deferred with
                 respect to allocations pursuant to Section 4.2.1(3)(j)
                 relating to a particular Partner Nonrecourse Debt to
                 the extent the General Partner reasonably determines
                 that such allocations are likely to be offset by
                 subsequent allocations pursuant to
                 Section 4.2.1(3)(k).  The General Partner shall have
                 reasonable discretion to apply, and divide among the
                 Partners, the Regulatory Allocations in whatever order
                 is likely to minimize the economic distortions that
                 might otherwise result from the Regulatory
                 Allocations.

          4.2.2       Recapture Income.  Each Partner's allocable share
    of Partnership Net Income which is characterized as ordinary
    income pursuant to Section 1245 or 1250 of the Internal Revenue
    Code shall be allocated to the Partners to whom the Net Income
    or Net Loss which included the prior corresponding depreciation
    deductions were allocated, such allocation to be made pro rata
    to the Partners in accordance with the manner in which such Net
    Income or Net Losses were allocated.

          4.2.3       Allocation of Partnership Items.  Except as
    otherwise provided in this Agreement, whenever a proportionate
    part of Net Income or Net Loss is allocated to a Partner, every
    item of income, gain, loss or deduction entering into the
    computation of such Net Income and Net Loss shall be considered
    allocated, and every item of credit or tax preference related to
    such Net Income and Net Loss and applicable to the period during
    which such Net Income or Net Loss was realized shall be
    allocated to the Partner in the same proportion.

          4.2.4       Special Allocations to General Partner.  To the
    extent compensation paid to the General Partner under this
    Partnership Agreement is determined not to be a guaranteed
    payment under Section 707(c) of the Internal Revenue Code, and
    is not paid to a General Partner other than in its capacity as
    a partner within the meaning of Section 707(a) of the Internal
    Revenue Code, the General Partner shall be specially allocated
    gross income of the Partnership at a time and in an amount equal
    to the amount of such compensation, and the General Partner's
    Capital Account shall be adjusted to reflect the payment of such
    compensation.  Such allocations shall be shared equally between
    the General Partners.

          4.2.5       Allocation Among Limited Partners. Except as
    otherwise provided in this Agreement, all allocations to the
    Limited Partners shall be in the ratio of the number of Units
    which are held by each such Limited Partner on the date of such
    allocation (which allocation date shall be deemed to be the last
    day of each month) to the total number of Limited Partner Units
    issued and outstanding as of such date, and, except as otherwise
    provided in this Agreement, without regard to the number of days
    during such month that the Limited Partner Units were held by
    each Limited Partner.  For purposes of this Section 4.2 only, an
    Assignee of Record shall be treated as a Limited Partner.

          4.2.6       Assignment.  In the event of the assignment of a
    Unit as a result of which the Assignee becomes an Assignee of
    Record, the Net Income or Net Loss and Distributions during the
    period commencing with the last allocation date before the
    assignment shall be apportioned as between the Partner and his
    Assignee based upon the number of months of its respective
    ownership during the year in which the assignment occurs,
    without regard to the results of the Partnership's operations
    during the period before or after such assignment.  An Assignee
    of a Unit who becomes an Assignee of Record during the first 15
    days of the month will receive any Distributions and allocations
    relative to such month.  An Assignee of a Unit who becomes an
    Assignee of Record on or after the 16th day of the month will be
    treated as acquiring his Unit on the first day of the following
    month.

          4.2.7       Quarterly Distributions.  The Partnership intends
    to make quarterly distributions (within 30 days after the first
    days of January, April, July and October of each year) of
    substantially all Distributable Cash available as determined by
    the General Partner, subject to the following: 
    (i) distributions may be restricted or suspended for limited
    periods when the General Partner determines in its absolute
    discretion that it is in the best interests of the Partnership;
    and (ii) all distributions are subject to the payment of
    Partnership expenses and to the maintenance of reasonable
    reserves for debt service, alterations, repairs, improvements,
    maintenance and replacement of furniture and fixtures.

          4.2.8       Power of General Partner to Vary Allocations of Net
    Income and Net Loss.  It is the intent of the Partners that each
    Partner's distributive share of Net Income or Net Loss and tax
    credits be determined and allocated in accordance with
    Section 4.2 of this Agreement to the fullest extent permitted by
    Section 704(b) of the Internal Revenue Code.  Therefore, if the
    Partnership is advised that the allocations provided in
    Section 4.2 of this Agreement are unlikely to be respected for
    federal income tax purposes, the General Partner is granted the
    power in Section 5.1.14 of this Agreement to amend the
    allocation provisions of this Agreement, on advice of
    accountants and legal counsel, to the minimum extent necessary
    to effect the plan of allocations and distributions provided in
    this Agreement and yet have such allocations respected for
    federal income tax purposes.

          4.2.9       Consent of Partners.  The methods hereinabove set
    forth by which the distributions and allocations of Net Income
    and Net Loss are made and apportioned are hereby expressly
    consented to by each Partner as a condition of becoming a
    Partner.

    4.3   Working Capital Reserve.  Until its dissolution and
liquidation, the Partnership shall use its best efforts to maintain
the Working Capital Reserve, Gross Operating Revenues and Cash from
Sale or Refinancing.

                                        ARTICLE 5

                              MANAGEMENT AND ADMINISTRATION

    5.1   Powers and Authority of the General Partner.  The General
Partners shall have complete and exclusive control over the
management of the Partnership's business and affairs, and the
Limited Partner shall have no right to participate in the
management or conduct of such business or affairs nor any power or
authority to act for or on behalf of the Partnership in any respect
whatsoever.  Except as otherwise expressly provided in this
Agreement, the General Partners shall equally have the right, power
and authority, on behalf of the Partnership and in its name, to
exercise all of the rights, powers and authority permitted to a
general partner under the CRLPA, including, without limitation, the
power and authority to do all of the following, at such times and
on such terms and conditions as it deems, in its absolute
discretion, to be in the best interests of the Partnership:

          5.1.1       To acquire, hold, sell, exchange, lease, rent or
    otherwise dispose of the Property, interests therein or
    appurtenances thereto, as well as personal or mixed property
    connected therewith, including the purchase, lease, development,
    improvement, maintenance, repair, exchange, trade or sale of the
    Property;

          5.1.2       To borrow money required for the business and
    affairs of the Partnership, to secure the repayment of such
    borrowing by executing mortgages or pledging or otherwise
    encumbering or subjecting to security interests all or any part
    of the assets of the Partnership, and to refund, refinance,
    increase, modify, consolidate or extend the maturity of any
    indebtedness created by such borrowing, or any such mortgage,
    pledge, encumbrance or other security device;

          5.1.3       To place record title to, or the right to use,
    Partnership assets in the name or names of a nominee or nominees
    for any purpose convenient or beneficial to the Partnership;

          5.1.4       To operate, manage and develop any Properties or
    other asset of the Partnership, to enter into agreements with
    others with respect to such management, operation and
    development, and to employ Persons, at the expense of the
    Partnership, in the operation and management of the Properties
    (including, but not limited to, supervisory managing agents,
    building or project managers, insurance brokers, real estate
    brokers and property appraisers);

          5.1.5       To purchase, at the expense of the Partnership,
    contracts of liability, casualty and other insurance for the
    protection of the assets or affairs of the Partnership or for
    any purpose convenient or beneficial to the Partnership;

          5.1.6       To invest Partnership funds in commercial paper,
    government securities, certificates of deposit, banker's
    acceptances, or similar investments having a maturity of not
    more than 360 days;

          5.1.7       To employ Persons, at the expense of the
    Partnership, to perform legal and independent auditing services
    in connection with the operation and management of the
    Partnership's business, and to provide services in connection
    with the preparation and filing of any tax return required of
    the Partnership;

          5.1.8       To incur, at the expense of the Partnership, bank
    charges with respect to bank accounts maintained, and expenses
    relating to the purchase of supplies, materials, equipment or
    similar items used in connection with the operation of, and
    escrow fees, recording fees, title insurance premiums and
    similar expenses in connection with the acquisition or
    disposition of, the Property;

          5.1.9       To cause the Partnership to participate in any
    transaction in any legal capacity other than that of partner or
    joint venturer;

          5.1.10      To enter into such agreements, contracts, documents
    and instruments with such parties, and to give such receipts,
    releases and discharges with respect to all of the foregoing and
    any matters incident thereto, as the General Partner may deem
    advisable, appropriate and convenient;

          5.1.11      To admit, without the consent of the Limited
    Partner, any Limited Partner or Substitute Limited Partner;

          5.1.12      To perform any and all other acts which the General
    Partner is obligated to perform hereunder;

          5.1.13      In addition to any amendments otherwise authorized
    herein, to amend this Agreement without any action on the part
    of the Limited Partner by special or general power of attorney
    or otherwise to amend the provisions of Sections 4.1, 4.2 and
    9.3 of this Agreement, if the Partnership is advised at any time
    by the Partnership's accountants or legal counsel that the
    allocations and distributions provided in such sections are
    unlikely to be respected for federal income tax purposes, either
    because of promulgation of Treasury Regulations under
    Section 704 of the Internal Revenue Code or other developments
    in the law.  The General Partner is empowered to amend such
    provisions to the minimum extent necessary in accordance with
    the advice of the accountants and counsel to effect the plan of
    allocations and distributions provided in this Agreement and yet
    have the allocations respected for federal income tax purposes. 
    New allocations made by the General Partner in reliance upon the
    advice of the accountants or counsel described above shall be
    deemed to be made pursuant to the fiduciary obligation of the
    General Partner to the Partnership and the Limited Partner, and
    no such new allocation shall give rise to any claim or cause of
    action by any Limited Partner;

          5.1.15      In the event that the State of California amends
    the CRLPA in any manner and, as a result of such amendment, tax
    counsel to the Partnership is unable to give the Partnership an
    opinion to the effect that the Partnership will be treated as a
    partnership for federal income tax purposes and not as an
    association taxable as a corporation, then in the sole
    discretion of the General Partner, to reconstitute the
    Partnership under the laws of another state;

          5.1.16      To require in any Partnership contracts that the
    General Partner shall not have any personal liability thereon,
    but that the Person or entity contracting with the Partnership
    is to look solely to the Partnership and its assets for
    satisfaction;

          5.1.17      To execute, acknowledge and deliver any and all
    instruments to effectuate the foregoing, and to take all such
    action in connection therewith as the General Partner shall deem
    necessary or appropriate.  Any and all documents or instruments
    may be executed on behalf and in the name of the Partnership by
    the duly authorized signature of any agent of the General
    Partner;

          5.1.18      To represent the Partnership and Partners as "Tax
    Matters Partner" within the meaning of the Code in discussions
    with the Internal Revenue Service regarding the tax treatment of
    items of Partnership income, loss, deduction or credit, or any
    other matter reflected in the Partnership's information returns,
    and, if deemed appropriate and in the best interests of the
    Partners, to agree to final Partnership administrative
    adjustments or file a petition for a readjustment of the
    Partnership items in question with the United States Tax Court,
    the appropriate United States District Court or the United
    States Claims Court; 

          5.1.19      To annually make available to trustees of Qualified
    Plans and IRAs Unit valuation information which the General
    Partner deems appropriate, but only to the extent such
    information is otherwise readily available from records actually
    maintained by the Partnership; and

          In the exercise of its powers and authority, the General
Partner shall have fiduciary responsibility for the safekeeping and
use of all funds and other assets of the Partnership, whether or
not the same are in the immediate possession or control of the
General Partner.  The General Partner shall not employ, or permit
another to employ, any such funds or assets in any manner except
for the purpose of benefiting the Partnership.

    5.2   Duties of the General Partner.  In addition to any other
obligations imposed upon it by this Agreement, the General Partner
shall have the specific duties described below.  The General
Partner may allocate any or all such duties and obligations, by
written agreement, and may also allocate by such agreement fees and
other compensation to be paid the General Partner for or with
respect to performance of such duties and obligations.

          5.2.1       Maintenance of Limited Partnership Status.  The
    General Partner shall now and hereafter take all actions
    reasonably practicable to maintain the Partnership's valid
    existence and status as a limited partnership under the CRLPA
    and to permit the Partnership to conduct its business,
    including, without limitation, making all of the filings
    specified in Section 1.5 hereof.

          5.2.2       Acquisition of the Property.  The General Partner
    shall have examined, investigated and approved the Property
    prior to its acquisition.

          5.2.3       Management of the Property.  The General Partner
    shall at all times be responsible for providing to the
    Partnership, either through its own employees or other agents,
    who may be Affiliates of the General Partner, or by qualified
    real property managers engaged by it, property management
    services for the Property, including supervision of the
    operation of the Property, monitoring and projecting the
    economic results of the operation of the Property, monitoring
    all lease agreements, management agreements, maintenance
    agreements and other such contracts, and making periodic
    determinations of the appropriate amount of the Working Capital
    Reserve.  To the extent that the General Partner engages third
    Persons, including Affiliates, to manage the Property, the
    General Partner shall oversee such management and shall pay the
    fees charged by such third Persons; provided, however, that
    nothing contained in this Agreement shall preclude the General
    Partner from hiring for each Property, at the Partnership's cost
    and expense, an on-site building manager or superintendent, or
    similar such Person providing building management services
    full-time with respect to such Property.

          5.2.4       Disposition of the Property.  The Partnership may
    engage any of the General Partner and Affiliates, on a
    nonexclusive basis, to sell the Property for the Partnership.

          5.2.5       Insurance.  The General Partner shall obtain and
    keep in force policies of fire and extended coverage, worker's
    compensation and public liability insurance covering the
    Partnership and the Property, with such carriers and in such
    amounts as the General Partner deems appropriate, but no less
    (and in deductible amounts no greater) than customarily
    maintained for properties similar to the Property.  Any such
    policies of insurance may, at the election of the General
    Partner, name the General Partner as an additional insured
    thereunder, provided, however, that the Partnership shall obtain
    no such policy naming the General Partner as additional insured
    if any of the terms of such policy have the effect of
    indemnifying the General Partner against liabilities not
    permitted to be indemnified under any applicable law or
    regulation.

          5.2.6       Net Worth.  The General Partner shall at all times
    use its best efforts to maintain a net worth sufficient to
    satisfy currently applicable Treasury Regulations and rulings,
    procedures and policies of the Internal Revenue Service (or
    controlling decisions by federal courts under the Internal
    Revenue Code, as amended), concerning treatment of the
    Partnership for federal income tax purposes as a partnership and
    not as an association taxable as a corporation.

          5.2.7       Avoidance of Investment Company Status.  The
    General Partner shall use its best efforts to insure that the
    Partnership at no time becomes an investment company, as such
    term is defined in the Investment Company Act of 1940.

          5.2.8       Records.  The General Partner shall keep at the
    Partnership's office in California the following Partnership
    documents:

                 (1)       A current list of the full name and last known
          business or residence address of each Partner, together
          with the contribution and share in Net Income and Net
          Losses of each Partner;

                 (2)       A copy of the Certificate of Limited
          Partnership, and all Certificates of Amendment, and
          executed copies of any powers of attorney pursuant to which
          any certificate has been executed;

                 (3)       Copies of the Partnership's federal, state and
          local income tax or information returns and reports if any,
          for the six most recent fiscal years;

                 (4)       Copies of the original Agreement and all
          amendments to the Agreement;

                 (5)       Financial statements of the Partnership for the
          six most recent fiscal years;

                 (6)       The Partnership' s books and records for at
          least the current and past three fiscal years; and

                 (7)       Originals or copies of all minutes, actions by
          written consent, consents to action and waivers of notice
          of Partner and Limited Partner votes, actions and consents.

          5.2.9       Delivery to Limited Partners and Inspection.  The
    Limited Partner have the following rights regarding access to
    Partnership records:

                 (1)       Upon the request of a Limited Partner, the
          General Partner shall promptly deliver to the requesting
          Limited Partner, at the expense of the Partnership, a copy
          of the information required to be maintained by
          Sections 5.2.8(1), (2) or (4).

                 (2)       The Limited Partner has the right, upon
          reasonable request, to the following:

                      (A)       Inspect and copy, at such Limited Partner's
                 expense, during normal business hours any of the
                 Partnership records required to be maintained by
                 Section 5.2.8; and

                      (B)       Obtain, at the Limited Partner's expense,
                 from the General Partner promptly after becoming
                 available, a copy of the Partnership's federal, state
                 and local income tax or information returns for each
                 year.

          5.2.10      Reports.  The General Partner shall cause to be
    prepared and distributed to each of the Partners the following
    reports:

                 (1)       Within 60 days after the end of each calendar
          quarter, a quarterly report containing:

                      (A)       A balance sheet for the Partnership as of
                 the end of such period;

                      (B)       A statement of Net Income (or Net Loss) of
                 the Partnership for such period;

                      (C)       A cash flow statement of the Partnership
                 for such period; and

                      (D)       Other pertinent information regarding the
                 Partnership and its activities.

          All of such financial statements may be unaudited.

                 (2)       Within 120 days after the end of each fiscal
          year of the Partnership, an annual report containing:

                      (A)       A balance sheet of the Partnership as of
                 the end of such fiscal year, and statements of Net
                 Income (or Net Loss), Partners' equity, changes in
                 financial position, and cash flow for the Partnership
                 for such fiscal year;

                      (B)       A report of the activities of the
                 Partnership during such fiscal year, all of which
                 financial statements shall be prepared in accordance
                 with generally accepted accounting principles and all
                 of which (except such cash flow statement) shall be
                 accompanied by an audit report of an independent
                 certified public accountant; and

                      (C)       A description of all Distributions to the
                 Limited Partner which shall separately identify
                 Distributions from:  (i) Distributable Cash from
                 Operations during such fiscal year; (ii) Distributable
                 Cash from Operations during a prior fiscal year which
                 were held in the Working Capital Reserve;
                 (iii) Distributable Cash from Sale or Refinancing; and
                 (iv) the original Working Capital Reserve.

                 (3)       Within 75 days after the end of each fiscal
          year of the Partnership, a copy of that portion of the
          Partnership's federal income tax return for such year as
          the Limited Partner may need for preparation of its federal
          income tax returns; and

                 (4)       Within 60 days after the end of each
          semi-annual period in each fiscal year in which the General
          Partner receive fees for services from the Partnership
          (including Acquisition Fees), a report containing a
          detailed statement setting forth the services rendered, or
          to be rendered, by each General Partner and the amount of
          fees received therefor.  Concurrently with the transmittal
          to the Partners of each report required by this
          Section 5.2.10, the General Partner shall also cause a copy
          of such report to be filed with the Commissioner of
          Corporations of the State of California and with such other
          state securities regulatory agencies (if any) as may
          require such filing.

          5.2.11      Interim Reports; Accountant's Report.  If as of the
    end of the fiscal year there are more than 35 Limited Partners:

                 (1)       Limited Partners owning at least 5% of the
          Units may make a written request to the General Partner for
          an income statement of the Partnership for the initial
          three-month, six-month or nine-month period of the current
          fiscal year ended more than 30 days before the date of the
          request, and a balance sheet of the Partnership as of the
          end of that period.  The statement shall be delivered or
          mailed to the Limited Partners within 30 days after the
          request; and

                 (2)       The financial statements referred to herein
          shall be accompanied by a report if any, from the
          independent accountant engaged by the Partnership.  If
          there is no report, the financial statements shall be
          accompanied by the certificate of the General Partner
          stating that the financial statements were prepared without
          audit from the books and records of the Partnership.

          5.3    Restrictions on Authority of General Partner.

          5.3.1       Actions Requiring Consent of the Limited
    Partner.  Without the prior written consent of the Limited
    Partner, the General Partner shall not have the authority to:

                 (1)       Do any act in contravention of this Agreement;

                 (2)       Do any act that would make it impossible to
          carry on the ordinary business of the Partnership (except
          as provided in Section 5.3.2(1) hereof);

                 (3)       Confess a judgment against the Partnership;

                 (4)       Possess any Partnership assets, or assign its
          right in any such assets, for other than a Partnership
          purpose; or

                 (5)       Knowingly perform any act that would subject
          the Limited Partner to liability as general partners in any
          jurisdiction.

          5.3.2       Actions Requiring Consent of a Majority-In-Interest
    of the Limited Partners.  Without the consent of a Majority-In-
    Interest of the Limited Partners, the General Partner shall not
    have authority to:

                 (1)       Sell, or otherwise dispose of, all or
          substantially all of the assets of the Partnership, except
          where such sale is part of (i) the disposition of the
          Property (whether real, personal or mixed) in the ordinary
          course of business or (ii) the orderly liquidation and
          winding up of the Partnership upon its termination and
          dissolution, in either of which case no consent of the
          Limited Partner will be required;

                 (2)       Elect to dissolve the Partnership, except upon
          the removal, bankruptcy, death, insanity or dissolution of
          the General Partner;

                 (3)       Amend this Agreement or the Certificate of
          Limited Partnership except as provided in Section 12.2
          hereof; or

                 (4)       Retire as a General Partner.

          5.3.3       Unconditional Restrictions on General Partner's
    Authority.  The General Partner shall have no authority to:

                 (1)       Grant to itself or any Affiliate an exclusive
          right or engagement to sell any Property;

                 (2)       Enter into any agreement or arrangement on
          behalf of the Partnership with itself or any Affiliate for
          the provision of services or supply of goods, except as set
          forth in Article 6 hereof, unless such agreement (i) does
          not contravene applicable Legal Restrictions and
          (ii) permits termination thereof by the Partnership without
          penalty on no more than 60 days prior notice;

                 (3)       Sell or lease any Property or other Partnership
          asset to itself or to any Affiliate;

                 (4)       Lend any Partnership funds or other assets to
          the General Partner or any Affiliate;

                 (5)       Commingle funds of the Partnership with the
          funds of any other Person;

                 (6)       Receive or permit any Affiliate to receive from
          the Partnership any rebate or give up, or participate or
          permit any Affiliate to participate in any reciprocal
          business arrangements that would circumvent the foregoing
          restriction or any other restrictions herein against
          dealings between the Partnership and the General Partner
          and its Affiliates;

                 (7)       Directly or indirectly pay or award any
          finder's fees, commissions or other compensation to any
          Person engaged by a potential investor in Units for
          investment advice as an inducement to such Person to
          recommend the purchase of Units to such potential investor,
          provided, however, that the foregoing shall not preclude
          normal sales commissions payable to registered
          broker/dealers or other properly licensed Persons for
          selling Units;

                 (8)       Make any assessment on the Limited Partner;

                 (9)       Admit any Limited Partner or General Partner to
          the Partnership except in accordance with the provisions of
          this Agreement;

                 (10)      Make any distributions to the Partners of the
          cash or other assets of the Partnership, except as
          expressly provided in this Agreement;

                 (11)      Invest in limited partnership interests of
          another program;

                 (12)      Except as provided in Section 6.3 hereof, enter
          into any agreement or arrangement by which the Limited
          Partner or the Partnership waive or otherwise limit any of
          the fiduciary obligations of the General Partner; or

                 (13)      Acquire any future Property on behalf of the
          Partnership in exchange for Units.

                 (14)      The General Partner shall only incur or cause
          the Partnership to incur indebtedness in an amount
          necessary to acquire, operate and maintain the Property. 
          For so long as any mortgage lien exists on the Property,
          the General Partner shall not cause the Partnership to
          incur, assume, or guaranty any other indebtedness.

                 (15)      For so long as the Partnership remains
          mortgagor of the Property, the General Partner shall not
          cause the Partnership to dissolve. 

                 (16)      The General Partner shall not and shall not
          cause the Partnership to consolidate or merge with or into
          any other entity or convey or transfer the Property and
          assets substantially as an entirety to any entity unless

                      (i)       the entity (if other than the General
                      Partner or the Partnership) formed or surviving
                      such consolidation or merger or that acquired by
                      conveyance or transfer the Property and assets of
                      the General Partner or the Partnership
                      substantially as an entirety (a) shall be
                      organized and existing under the laws of the
                      United States of America or any State or the
                      District of Columbia, (b) shall include in its
                      organizational documents the same limitations set
                      forth in this subsection 5.3.3(16) Article 14 and
                      (c) shall expressly assume the due and punctual
                      performance of the Partnership's obligations; and 

                      (ii)      immediately after giving effect to such
                      transaction, no default or event of default under
                      any agreement to which it is a party shall have
                      been committed by this Partnership and be
                      continuing.

                 (17)      For so long as a mortgage lien exists on the
          Property, the General Partner shall not voluntarily
          commence a case with respect to itself, as debtor, under
          the Federal Bankruptcy Code or any similar federal or state
          statute without the unanimous consent of the Board of
          Directors.  

                 (18)      For so long as a mortgage lien exists on the
          Property, no material amendment to the General Partner's
          certificate of incorporation or to the bylaws of the
          General Partner may be made without first obtaining
          approval of the mortgagees holding any first mortgage on
          the Property.

    5.4   Method of Action by General Partner.  The Partnership may
act by any of the General Partners, and each General Partner is
authorized to perform any act within the General Partners' power
and authority under this Agreement, provided such act has been duly
authorized by all General Partners.  Except as provided in
Section 8.1 hereof, neither the Partnership nor any of the General
Partners shall take any action that has not been approved by all of
the General Partners.  Any Individual General Partner or any
officer of a Corporate General Partner may execute, sign and
deliver documents and instruments on behalf of the Partnership, and
all such documents and instruments shall constitute duly executed
and delivered documents and/or instruments of the Partnership.

    5.5   Time and Efforts of the General Partner.  The General
Partner shall devote such of its time and efforts to the
Partnership's business as, in its sole discretion, it deems to be
necessary for the proper management and supervision of the
Partnership's business and assets.  The Limited Partner hereby
acknowledges that the General Partner, Income Growth Management,
Inc. has other businesses and will engage in activities other than
those relating to the Partnership, including, without limitation,
the acquisition, development, management, operation, maintenance,
refinancing and sale, both for itself and for others, of real
properties, some of which may be comparable to or competitive with
the Property.  Nothing in this Agreement or in the relationship of
the General Partner to the Partnership and the Limited Partner
shall preclude General Partner, Income Growth Management, Inc. from
engaging in such other businesses and activities (including,
without limitation, businesses and activities that may in some
instances be competitive with the Partnership), or create in the
Partnership or in any Partner any right to the income or proceeds
derived from such other businesses or activities, or create any
other obligations or liabilities on the part of such General
Partner to the Partnership or to any Partner by reason thereof. 
The Limited Partner acknowledges that all of General Partner IGPX
Mission Park, Inc.'s time and activity shall be devoted solely to
the management of the Partnership's business and activities.

    5.6   Power of Attorney.  The Limited Partner hereby irrevocably
makes, constitutes and appoints the General Partner with full power
of substitution, its true and lawful attorney-in-fact, in its name
alone, place and stead to make, execute, sign, acknowledge, record,
file and publish, on behalf of it and of the Partnership, the
following:

          5.6.1       The Certificate of Limited Partnership, fictitious
    business name statements and any and all other certificates or
    instruments that are required to be filed pursuant to
    Section 1.5 hereof;

          5.6.2       Upon the termination of the Partnership, a
    certificate of cancellation of the Partnership and such other
    instruments and documents required to effect such termination or
    by Section 12.2 hereof;

          5.6.3       Any contract for purchase or sale of real estate,
    and any deed, deed of trust, mortgages or other instrument of
    conveyance or encumbrance, with respect to the Property; and

          5.6.4       Any and all such other instruments as the General
    Partner may deem necessary or desirable to effect the purposes
    of this Agreement and carry out fully its provisions, in
    accordance with its terms.

          The power of attorney hereby granted is acknowledged to be
coupled with the interest of the General Partner in the Partnership
and its assets, and is therefore irrevocable and shall survive the
death, incapacity, termination or dissolution of any Limited
Partner granting the power, or the assignment by any Limited
Partner of all or any of his Units.  Such power of attorney may be
exercised by the General Partner by and through one or more of the
officers of such General Partner, or by listing the names of all of
the Limited Partners executing any instrument subscribed with a
single signature for such General Partner as attorney-in-fact for
them, or by such other method as may be required or requested in
connection with the recording or filing of any instrument or other
document so executed.  Each instrument and other document executed
under the power of attorney granted hereby shall be in such form as
the General Partner and counsel for the Partnership deem
appropriate.

    5.7   Section 754 Election.  The General Partner shall have the
authority, but not the obligation, to make or revoke, on behalf of
the Partnership, the election provided for in Section 754 of the
Internal Revenue Code and such other elections, as the General
Partner, in its sole discretion, determines to be in the best
interests of the Limited Partner.

    5.8   Fiscal Year.  The Partnership's fiscal year shall be the
calendar year, and the Partnership's tax year shall be the same as
its fiscal year.

    5.9   Banking.  All funds of the Partnership shall be deposited
in a separate and distinct bank account or accounts, as determined
by the General Partner, and all withdrawals from such accounts
shall be made upon checks signed by the General Partner (or by such
other Person or Persons as the General Partner may authorize) or by
such other method(s) of withdrawal as the General Partner may
authorize.

                                        ARTICLE 6

                      COMPENSATION OF GENERAL PARTNER AND EXPENSES

    6.1   General Partner's Compensation.  In addition to the
distributions to the General Partner provided for in Section 4.1
hereof for services rendered by the General Partner to the
Partnership, the General Partner shall be compensated as follows:
          6.1.1       Acquisition Fees.  For services rendered in
    connection with an acquisition of real property by the
    Partnership, the General Partner, or an Affiliate of the General
    Partner, shall be entitled to receive from the Partnership, at
    the time the Partnership acquires a Property, an Acquisition Fee
    in an amount equal to 3% of the Purchase Price of the Property
    being acquired by the Partnership, subject to the lesser of the
    following limitations:

                 (1)       Any such Acquisition Fee shall not exceed the
          normal and competitive rate for similar services in the
          locality where the services are provided.

                 (2)       The total of such Acquisition Fee paid pursuant
          to this Section 6.1.1 plus any other Acquisition Fee known
          to the General Partner to be paid to any person by any
          person in connection with the acquisition or development of
          the Property by the Partnership shall not exceed an amount
          equal to the normal and competitive rates for similar
          services in the locality where the services are provided. 
          The Acquisition Fee paid to the General Partner shall be
          reduced to the extent that Acquisition Fees to be paid to
          any Person by any Person in connection with the acquisition
          or development of the Property by the Partnership exceeds
          the maximum set forth in this Section 6.1.1.

                 (3)       The sum of the Purchase Price of any Property
          acquired by the Partnership and the Acquisition Fee shall
          not exceed the fair market value of the Property as
          substantiated by an independent, qualified appraisal.

          6.1.2       Management Fee.  In the event that the General
    Partner (or its Affiliates) renders services to the Partnership
    in connection with the management and operation of the
    Properties, the General Partner (or its Affiliates) shall be
    entitled to receive a monthly Management Fee equal to 5% of the
    Gross Property Revenues earned during the calendar month for
    which such fee is paid.  Each such fee shall be paid on or
    before the thirtieth (30th) day after the end of the calendar
    month for which it is payable.  Notwithstanding the above, such
    Management Fee paid to the General Partner or its Affiliates
    shall be competitive in price and terms with that which would be
    charged by a nonaffiliated Person for comparable services which
    could reasonably be made available.  In addition, in the event
    any Management Fee is paid by the Partnership to a nonaffiliated
    Person for similar management services, the total of all such
    fees payable to all Persons shall not exceed a single standard
    property management fee, as provided herein.

          6.1.3       Subordinated Real Estate Commissions on Sale of
    Partnership Real Estate.  The General Partner shall be entitled
    to receive a fee in connection with any sale of the Property
    effected in whole or in part through the efforts of the General
    Partner, or any Affiliate, including, without limitation, sales
    in which the General Partner is instrumental in (i) identifying
    or interesting the buyer in the Property, (ii) negotiating the
    terms of such sale, (iii) investigating the then available
    market for sale of the Property and determining what offer the
    Partnership should make or accept in connection with a
    prospective sale thereof, (iv) investigating the financial
    condition, experience and reputation of the buyer, where any
    portion of the Purchase Price for such sale is to be deferred,
    or (v) performing any services that are customarily performed in
    connection with sales of real estate by real estate brokers
    acting for the seller.  Nothing contained in this Section 6.1.3
    shall be deemed to give any General Partner or any Affiliate of
    the General Partner an exclusive right to list or sell any
    Property.  The fee (if any) paid to the General Partner under
    this Section 6.1.3 shall be the same as the customary fee the
    Partnership would pay to an independent real estate broker for
    the sale of the Property in question, subject to and limited by
    the following conditions:

                 (1)       With respect to any sale of a Property by the
          Partnership on which the General Partner will collect a fee
          under this Section 6.1.3, the aggregate amount of such fee
          and all real estate brokerage commissions or similar fees
          paid to other Persons shall not exceed 6% of the contract
          price for the Property and the amount payable to the
          General Partner shall not exceed 3% of the contract price;
          and

                 (2)       Payment of any such fees to the General Partner
          (other than payments in the form of promissory notes that
          are subordinated to the return of Capital Contributions to
          the Limited Partner) shall be deferred until the Limited
          Partner has received, in distributions under either
          Section 4.1.2 or 9.3.1 hereof, an aggregate amount equal to
          its Adjusted Invested Capital plus a 10% per annum
          cumulative, but not compounded, return on its Adjusted
          Invested Capital.  After such condition has been satisfied,
          however, such fees shall be paid to the General Partner out
          of Distributable Cash from Sale or Refinancing.

    6.2   Operating Expenses.

          6.2.1       Payment Generally.  Subject to limitations
    expressly set forth in Section 6.2.2 hereof and elsewhere in
    this Agreement, the Partnership shall pay all of the costs and
    expenses incurred in acquiring, operating, maintaining,
    refinancing and disposing of the Properties, conducting the
    other affairs of the Partnership and dissolving, liquidating,
    winding up and terminating the Partnership.  All such
    Partnership costs and expenses shall be billed directly to, and
    paid in the first instance by, the Partnership, except for costs
    reimbursable to the General Partner under Section 6.2.2 hereof.

          6.2.2       Reimbursements to General Partner.  Except as
    provided in this Section 6.2.2, the Partnership shall not
    reimburse the General Partner or any Affiliate for its general
    or administrative overhead or any of the expenses of any of the
    officers and directors of the General Partner and Affiliates not
    directly attributable to the rendering of services or providing
    facilities to the Partnership, and no payment shall be made for
    services for which the General Partner (or any Affiliate) are
    entitled to compensation by way of any Management Fees or
    subordinated real estate commissions on sales of the Properties
    or the General Partner's interest in the Partnership. 
    Notwithstanding the foregoing general prohibition on
    reimbursement to the General Partner and Affiliates, however,
    the Partnership shall reimburse a General Partner or an
    Affiliate, as set forth below, for all accounting,
    documentation, professional (including, but not limited to,
    regulatory reporting and legal services), recording and Partner
    communications expenses incurred for the Partnership.  Such
    expenses shall be reimbursed in amounts equal to the lower of
    (i) such General Partner's or Affiliate's actual costs for the
    services or facilities provided, or (ii) 90% of the rates
    customarily charged for similar services or facilities in the
    same or comparable geographic location by Persons dealing at
    arm's-length and having no affiliation with the Partnership. 
    "Actual cost" as used herein means the pro rata cost of
    personnel or facilities including an allocation for the direct
    cost associated therewith (as if such personnel were part-time
    employees of the Partnership or such facilities were time-shared
    among the Partnership and others), all based on the amount of
    time such personnel spent or such facilities were used on
    business or affairs of the Partnership.  The General Partner has
    an adequate staff to render the required administrative
    services.  For purposes of reimbursement to a General Partner or
    Affiliate, accounting, documentation, professional and recording
    expenses of the Partnership shall not include the cost of time
    devoted to the Partnership's business affairs by any executive
    personnel of a General Partner or Affiliate who will be involved
    in making investment and other management decisions for the
    Partnership (or by any of its successors in such role), but may
    include time spent by officers and other employees of the
    General Partner and Affiliates who do not have such executive
    responsibility.  The provision of any services to the
    Partnership shall be embodied in a written contract describing
    services to be rendered and compensation to be paid therefor and
    providing that the contract will be terminable without penalty
    upon 60 days notice.

    6.3   Indemnification of General Partner.

          6.3.1       Indemnification Generally.  The Partnership its
    receiver or trustee shall hold harmless, indemnify and defend
    the General Partner and its shareholders, directors, officers
    and other employees from and against any claim, liability or
    expense (including, without limitation, reasonable attorneys'
    fees) suffered by them by virtue of any act performed or omitted
    to be performed by them in connection with the Partnership's
    activities, provided, that if such claim, liability or expense
    arises out of any action or inaction by the General Partner, or
    other related Person, the General Partner must have determined,
    in good faith, that such course of conduct was in the best
    interests of the Partnership, and such course of conduct must
    not have constituted negligence or misconduct by the General
    Partner.  All judgments against a General Partner, concerning
    which such General Partner is entitled to indemnification, shall
    be satisfied from Partnership assets before such General Partner
    shall be held responsible.

          6.3.2       Restrictions on Indemnification.  Notwithstanding
    Section 6.3.1 hereof, the Partnership shall not indemnify any
    General Partner or shareholder, director, officer or other
    employee thereof, for liability imposed or expenses incurred in
    connection with any claim arising out of a violation of the
    Securities Act of 1933, or any other federal or state securities
    law, with respect to the offer and sale of the Units. 
    Indemnification will be allowed for settlements and related
    expenses in lawsuits alleging securities law violations, and for
    expenses incurred in successfully defending such law suits,
    provided that a court either:

                 (1)       approves the settlement and finds that
          indemnification of the settlement and related costs should
          be made; or

                 (2)       approves indemnification of litigation costs,
          if a successful defense is made.

    If the General Partner seek indemnification, it will apprise the
    court of the position of the Securities and Exchange Commission
    and applicable state securities laws commissions (including the
    California Commissioner of Corporations) with respect to
    indemnification for securities law violations, before seeking
    court  approval for indemnification.

          6.3.3       Indemnification Limited to Partnership Assets.  Any
    indemnification hereunder shall be made only to the extent of
    the Partnership's assets, and no Limited Partner shall be
    personally liable on such indemnification.  Any indemnification
    shall be fully subordinated to any obligations respecting the
    Property and shall not constitute a claim against the
    Partnership in the event that cash flow is insufficient to pay
    such obligations.

    6.4   Exoneration of General Partner for Acts in Good
Faith.  Notwithstanding any other provision hereof, and to the
maximum extent permissible under applicable law, the Partnership
and  of the Limited Partner hereby waives and releases the General
Partner, its shareholders, directors, officers, employees, and
other agents from any and all claims and liabilities by reason of
adverse results to the Partnership or any Limited Partner of any
act or failure to act on the part of the General Partner, in the
performance of any duty of the General Partner hereunder, so long
as the General Partner was proceeding in good faith to promote the
best interests of the Partnership and did not act in a manner which
would constitute negligence or misconduct.

                                        ARTICLE 7

                                LIMITED PARTNER INTEREST

    7.1   Limited Liability.  Except as otherwise provided by
applicable state law, a Limited Partner shall not be liable for any
of the debts, liabilities, contracts or other obligations of the
Partnership, except to the extent of the Capital Contribution made
by him in return for the Units.  Once such Capital Contribution is
fully paid to the Partnership, in cash, a Limited Partner shall not
be obligated to make any further contribution to, or be subject to
any assessment by, the Partnership.

    7.2   Withdrawal and Return of Limited Partner's Capital
Contribution.  Except upon the dissolution and liquidation of the
Partnership, no Limited Partner shall be entitled to withdraw any
of his Capital Contribution, and no Limited Partner shall have the
right to receive a return of his Capital Contribution at any time
in property other than cash.

    7.3   Role of Limited Partners.  The Limited Partners shall take
no part in, nor in any manner interfere with, the management,
control, conduct or operation of the Partnership, its business or
assets, and shall have no right or authority to act for or bind the
Partnership in any particular; provided, however, that the Limited
Partners shall have the right, by vote of a Majority-In-Interest
thereof, to:

          7.3.1       Remove a General Partner, as provided in
    Section 8.1 hereof;

          7.3.2       Elect or approve a successor to any removed or
    withdrawn General Partner, as provided in Section 8.3 hereof;

          7.3.3       Dissolve the Partnership;

          7.3.4       Approve any amendment of this Agreement, except as
    otherwise provided in Section 12.2 hereof; and

          7.3.5       Approve any proposed sale of all or substantially
    all of the assets of the Partnership, except as permitted
    without consent of the Limited Partners under
    Subsection 5.3.2(1) hereof.

Any vote of the Limited Partners taken pursuant to this Section 7.3
may be taken either at a meeting of the Limited Partners of Record,
to be called in accordance with Section 7.5 hereof or, without a
meeting in accordance with Section 7.10.

    7.4   Unanimous Votes; Consent of General Partner.  Each Limited
Partner shall be entitled to one vote for each Unit he owns and to
the equivalent fraction of one vote for each fraction of a Unit he
owns.  Any amendment that would affect the compensation to be paid
to the General Partner under this Agreement or the General
Partner's interest in the Partnership, the election of an
additional General Partner when the General Partner will continue
as such, extension of the term of the Partnership and any amendment
that would affect the rights, powers or authorities of the General
Partner as provided for in this Agreement, shall also require the
consent of the General Partner to pass and become effective. 
Election of a General Partner or election to continue to be a
General Partner (other than by removal) where there is no remaining
General Partner, and any amendment that would reduce the economic
interest of the Limited Partners in the Partnership or increase its
obligations or liabilities thereto shall require the consent of
each of the Limited Partners to pass and become effective.

    7.5   Meetings of the Limited Partners.  The General Partner may
at any time call for a meeting of the Partners, or for a vote
without a meeting, on matters on which the Limited Partners are
entitled to vote, and shall call for such a meeting (but not a vote
without a meeting) following receipt of a written request therefor
of Limited Partners holding 10% or more of the Units entitled to
vote as of the record date.  Within 20 days (or as soon as
practicable if the date for the meeting specified in the request,
if any, is earlier) after receipt of such request, the General
Partner shall notify all Limited Partners of record as of the
record date of the Partnership meeting.

    7.6   Notice.  Written notice of each meeting shall be given to
each Limited Partner entitled to vote, either personally or by mail
or other means of written communication, charges prepaid, addressed
to such Limited Partner at his address appearing on the books of
the Partnership or given by him to the Partnership for the purpose
of notice or, if no such address appears or is given, at the
principal executive office of the Partnership, or by publication of
notice at least once in a newspaper of general circulation in the
county in which such office is located.  All such notices shall be
sent to each Limited Partner entitled thereto not less than 10 nor
more than 60 days before such meeting.  The notice shall specify
the place, date and hour of the meeting and the general nature of
business to be transacted, and no other business shall be
transacted at the meeting.  In addition, the notice shall state
such other matters, if any, as may be expressly required by law.

    7.7   Adjourned Meeting and Notice Thereof.  When a Limited
Partners' meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting, the Partnership may transact any
business which might have been transacted at the original meeting. 
If the adjournment is for more than 45 days or if after the
adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each Limited
Partner of record entitled to vote at the meeting.

    7.8   Quorum.  Except as to matters as to which this Agreement
requires a greater vote, the presence in Person or by proxy of the
Persons entitled to vote a Majority-In-Interest of the Units shall
constitute a quorum for the transaction of business.  The Partners
present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Partners to leave less
than a quorum, if any action taken (other than adjournment) is
approved by at least a Majority-In-Interest or such greater vote as
may be required by this Agreement or by law.  In the absence of a
quorum, any meeting of Partners may be adjourned from time to time
by the vote of a majority of the Units represented either in Person
or by proxy, but no other business may be transacted, except as
provided above.

    7.9   Consent of Absentees.  The transactions of any meeting of
Partners, however called and noticed and wherever held, are as
valid as though had at a meeting duly held after regular call and
notice, if a quorum is present either in Person or by proxy, and
if, either before or after the meeting, each of the Persons
entitled to vote, not present in Person or by proxy, signs a
written waiver of notice, or a consent to the holding of the
meeting or an approval of the minutes thereof.  All waivers,
consents and approvals shall be filed with the Partnership records
or made a part of the minutes of the meeting.

    7.10         Action Without Meeting.  Except as may otherwise be
provided in this Agreement, any action that may be taken at any
meeting of the Partners may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by
Partners having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at
which all Partners entitled to vote thereon were present and voted. 
In the event the Limited Partners are requested to consent on a
matter without a meeting, each Partner shall be given at least 10,
but not more than 60, days notice before the consummation of the
action to be authorized by such approval.  In the event any General
Partner or Limited Partners representing more than 10% of the Units
request a meeting for the purpose of discussing or voting on the
matter, the notice of a meeting shall be given in the same manner
as required by Section 7.6 and no action shall be taken until the
meeting is held.  Unless delayed in accordance with the provisions
of the preceding sentence, any action taken without a meeting will
be effective 15 days after the required minimum number of Partners
has signed the consent; however, the action will be effective
immediately if the General Partner and Limited Partners
representing at least 90% of the Units have signed the consent.  

    7.11         Record Dates.  For purposes of determining the Partners
entitled to notice of any meeting or to vote or entitled to receive
any distributions or to exercise any rights in respect of any other
lawful matter, the General Partner or Limited Partners representing
more than 10% of the Units may fix in advance a record date, which
shall be not more than 60 nor less than 10 days prior to the date
of the meeting nor more than 60 days prior to any other action.  If
no record date is fixed:

          7.11.1      The record date for determining Partners entitled
    to notice of or to vote at a meeting of Partners shall be at the
    close of business on the business day next preceding the day on
    which notice is given or, if notice is waived, at the close of
    business on the business day next preceding the day on which the
    meeting is held;

          7.11.2      The record date for determining Partners entitled
    to give consent to Partnership action in writing without a
    meeting shall be the day on which the first written consent is
    given;

          7.11.3      The record date for determining Partners for any
    other purpose shall be at the close of business on the day on
    which the General Partner adopts it, or the sixtieth day prior
    to the date of the other action, whichever is later; and

          7.11.4      A determination of Partners of record entitled to
    notice of or to vote at a meeting of Partners shall apply to any
    adjournment of the meeting unless the General Partner, or the
    Limited Partners who called the meeting, fix a new record date
    for the adjourned meeting, but the General Partner, or such
    Limited Partners, shall fix a new record date if the meeting is
    adjourned for more than 45 days from the date set for the
    original meeting.

    7.12         Proxies.  Except as may otherwise be provided in this
Agreement, every Person entitled to vote or execute consents shall
have the right to do so either in Person or by one or more agents
authorized by a written proxy executed by such Person or his duly
authorized agent and filed with the General Partner.  No proxy
shall be valid after the expiration of 11 months from the date
thereof unless otherwise provided in the proxy.  Every proxy
continues in full force and effect until revoked as specified in
Section 705(b) of the California General Corporations Law or unless
it states that it is irrevocable.  A proxy which states that it is
irrevocable is irrevocable for the period specified therein when it
is held by a Person specified in Section 705(e) of the California
General Corporations Law.

    7.13         Chairman of Meeting.  The General Partner may select
any Person to preside as Chairman of any meeting of Partners, and
if such Person shall be absent from the meeting, or fail or be
unable to preside, the General Partner may name any other Person in
substitution therefor as Chairman.  In the absence of an express
selection by the General Partner of a Chairman or substitute
therefor, the General Partner's Chairman of the Board, President,
Vice President or Vice Presidents in order of its rank, Secretary,
or Chief Financial Officer, shall preside as Chairman, in that
order.  The Chairman of the meeting shall designate a secretary for
such meeting, who shall take and keep or cause to be taken and kept
minutes of the proceedings thereof.

          The conduct of all Partners' meetings shall at all times be
within the discretion of the Chairman of the meeting and shall be
conducted under such rules as he may prescribe.  The Chairman shall
have the right and power to adjourn any meeting at any time,
without a vote of the Units present in Person or represented by
proxy, if the Chairman shall determine such action to be in the
best interests of the Partnership and its Partners.

    7.14         Inspectors of Election.  In advance of any meeting of
Partners, the General Partner may appoint any Persons, other than
nominees for General Partner or other office, as inspectors of
election to act at the meeting and any adjournment thereof.  If
inspectors of election are not so appointed, or if any such Persons
fail to appear or refuse to act, the Chairman of any such meeting
may, and on the request of any Partner or his proxy shall, make
such appointment at the meeting.  The number of inspectors shall be
either one or three.  If appointed at a meeting on the request of
one or more Partners or proxies, the majority of Units present in
Person or by proxy shall determine whether one or three inspectors
are to be appointed.  The inspectors of election shall
(i) determine the number of Units outstanding and the voting power
of each, the Units represented at the meeting, the existence of a
quorum and the authenticity, validity and effect of proxies,
(ii) receive votes, ballots or consents, (iii) hear and determine
all challenges and questions in any way arising in connection with
the right to vote, (iv) count and tabulate all votes or consents,
(v) determine when the polls shall close, (vi) determine the result
and (vii) do such acts as may be proper to conduct the election or
vote with fairness to all Partners.  If there are three inspectors
of election, the decision, act or certificate of a majority is
effective in all respects as the decision, act or certificate of
all.

    7.15         Record Date and Closing Partnership Books.  When a
record date is fixed, only Partners of Record on that date are
entitled to notice of and to vote at the meeting or to receive a
distribution, or allotment of rights, or to exercise the rights, as
the case may be, notwithstanding any transfer of any Units on the
books of the Partnership after the record date.

    7.16         No Termination by Reason of Change in Limited
Partners.  The Partnership shall not be dissolved or terminated, or
subject to dissolution or termination, by reason of the death,
dissolution, termination, legal incapacity, bankruptcy or
insolvency of any Limited Partner or Limited Partners, or the
transfer or assignment of any Unit (whether or not in accordance
with the provisions of this Agreement), or by any other change in
the circumstances or identity of the holders of Units (unless such
holder is also a General Partner).

    7.17         Transfer of Units.

          7.17.1      Restrictions on Transfer and Assignment of
    Units.  No transfer, assignment or conveyance of any Unit shall
    be effective unless and until the following conditions are
    satisfied:

                 (1)       No Limited Partner shall have the right to
          transfer any Unit to any minor or to any Person who, for
          any reason, lacks the capacity to contract for himself
          under applicable law.  Such limitations shall not, however,
          restrict the right of any Limited Partner to transfer any
          one or more Units to a custodian or a trustee for a minor
          or other Person who lacks such contractual capacity.

                 (2)       The General Partner, with advice of counsel,
          must determine that such transfer will not result in the
          Partnership being treated, for federal income tax purposes,
          as having been terminated pursuant to Section 708 of the
          Internal Revenue Code, and will not violate the
          requirements of the Securities Act of 1933, as amended, and
          applicable state securities laws.

                 (3)       The instrument of transfer and all other
          necessary documentation is in form and substance
          satisfactory to the General Partner, and the transferee has
          paid all costs and expenses of the Partnership in an amount
          not to exceed $200.00, incurred in connection with such
          transfer.

                 (4)       The General Partner, with advice of counsel,
          determines that such transfer will not (i) cause the Units
          to be deemed "readily tradable on a secondary market (or
          the substantial equivalent thereof)" under the provisions
          of the Internal Revenue Code relating to publicly traded
          partnerships or (ii) cause the Partnership to be treated as
          a publicly traded partnership.

                 Any attempted transfer, assignment or conveyance or
    offer to transfer, assign or convey a Unit that does not comply
    with this Section 7.17.1 shall be null and void ab initio and
    shall not be recognized by the Partnership.  In addition, a
    transferee shall have no rights to any information regarding an
    accounting of the Partnership's transactions, to inspect the
    Partnership's books or to vote in any matter presented to the
    Limited Partners; nor may such rights be exercised by the
    transferor in respect of the Units so transferred.

                 An assignment of Units satisfying the conditions
    specified in this Section 7.17.1 shall entitle the transferee or
    assignee to receive all distributions of cash and other property
    from the Partnership, and all allocations of Net Income and Net
    Losses made with respect to the assigned Units after the
    Recognition Date for such assignment; but shall not entitle such
    assignee to any other of the rights and privileges of a Limited
    Partner hereunder unless such assignee becomes a Substitute
    Limited Partner in accordance with Section 7.17.5 hereof.  In
    the event that the Partnership or its counsel determines that an
    assignment does not satisfy the conditions specified in this
    Section 7.17.1, the General Partner shall promptly notify the
    assignor of such determination and such assignment shall be void
    ab initio and shall not be recognized for any purpose; provided,
    however, nothing contained in this Section 7.17.1 shall obligate
    the General Partner or counsel to the Partnership to make any
    independent examination or investigation to determine whether
    such conditions have been satisfied.

          7.17.2      Transfers of Units by Operation of Law.  Upon any
    transfer of Units by operation of law (including, without
    limitation, transfers at death, whether testamentary or
    otherwise), either the transferee or transferor (or the
    transferor's personal representative) shall promptly give the
    Partnership written notice of such transfer, stating by what
    means it occurred.  The Partnership shall recognize any such
    transfer of which it receives such notice, provided such
    transfer does not violate any applicable federal or state
    securities law or regulation, and any restriction imposed
    thereby with respect to the financial suitability of, or minimum
    purchase (in terms of number of Units) by, any transferee for
    consideration.  If a transfer violates any applicable federal or
    state securities laws, it shall be void ab initio.  A transferee
    of Units satisfying the conditions specified in this
    Section 7.17.2 shall be entitled to receive all distributions of
    cash and other property from the Partnership and all allocations
    of Net Income and Net Losses made with respect to the
    transferred Units after the Recognition Date for such transfer,
    but shall not be entitled to any other of the rights and
    privileges of a Limited Partner hereunder unless such transferee
    becomes a Substitute Limited Partner in accordance with
    Section 7.17.5 hereof.

          7.17.3      Repurchase of Units by Partnership.  The
    Partnership may only repurchase Units from any Limited Partner
    under all of the following conditions:

                 (1)       A Limited Partner must request repurchase of
          his Unit(s) by delivery of a written request to the General
          Partner;

                 (2)       The repurchase price shall be equal to 90% of
          the Limited Partner's Adjusted Invested Capital.  In the
          event that such price is greater than the fair market value
          of the Units on the date of repurchase or less than 99% of
          the fair market value of the Units on the date of
          repurchase, then the repurchase price shall be equal to
          such higher or lower limit, as applicable;

                 (3)       Whether the General Partner accepts a request
          for repurchase will be at its sole and absolute discretion,
          and a condition to exercise of such discretion in favor of
          repurchase will be the General Partner's determination that
          such repurchase will not impair the capital or operation of
          the Partnership;

                 (4)       Any requests for repurchase will be accepted
          and satisfied on a first-received, first-purchased basis;

                 (5)       Units repurchased may, in the sole and absolute
          discretion of the General Partner, be resold, subject to
          applicable securities laws, or, if not resold, cancelled;

                 (6)       The Partnership will not purchase, in any year,
          Units with an aggregate purchase price in excess of
          $200,000.

          7.17.4      Recognition Date for Assignments and Other
    Transfers.  The Recognition Date for any assignment or other
    transfer of Units satisfying the conditions set forth in
    Section 7.17.1 or 7.17.2 hereof shall be the first day of the
    calendar month in which the Partnership receives written notice
    of such assignment or other transfer if notice is received
    before the sixteenth day of the month or the first day of the
    following month if notice of such assignment or transfer is
    received on or after the sixteenth day of the month. 
    Notwithstanding the foregoing sentence, however, if recognition
    by the Partnership of any assignment or other transfer of Units
    would result in 50% or more of all outstanding Units having been
    assigned or otherwise transferred within a 12-month period, the
    Partnership shall have the right to defer the Recognition Date
    for such assignment or transfer, whenever the General Partner in
    its sole discretion determines that recognition thereof could
    result in a determination for federal income tax purposes that
    the Partnership had terminated, until the last day of the next
    ensuing calendar month during which such recognition would not
    risk such a tax "termination."

          7.17.5      Admission of Substitute Limited Partners.  An
    assignee or transferee of Units recognized under Section 7.17.1
    or 7.17.2 hereof may become a Substitute Limited Partner in
    place of his assignor or transferor, to the extent of the Units
    assigned, only if:

                 (1)       With respect to such an assignment, the written
          and executed instrument of assignment delivered to the
          Partnership with respect to such assignment sets forth the
          intention of the assignor that the assignee become a
          Substitute Limited Partner in his place, to the extent of
          the Units assigned;

                 (2)       The assignee or transferee of such Units
          executes, acknowledges and delivers to the Partnership a
          written agreement to become a party to and be bound by the
          provisions of this Agreement, in a form satisfactory to the
          General Partner, as well as such other instruments as the
          General Partner may deem necessary or desirable with
          respect to the admission of such assignee or transferee as
          a Substitute Limited Partner;

                 (3)       Such assignee or transferee tenders to the
          Partnership a uniform transfer fee, in an amount determined
          by the General Partner sufficient to cover all reasonable
          expenses incurred by the Partnership in connection with
          admission of a Substitute Limited Partner; and

                 (4)       The General Partner gives its written consent,
          which may be given or withheld in its sole and absolute
          discretion, to the admission of such assignee or transferee
          as a Substitute Limited Partner.  The General Partner's
          refusal to consent to any admission as a Substitute Limited
          Partner shall be deemed reasonable if, inter alia, it is
          based upon a reasonable belief that such admission would
          (a) cause a termination of the Partnership under
          Section 708(b) of the Internal Revenue Code; (b) violate
          the conditions of any applicable state or federal
          securities law; or (c) cause the admission of an individual
          as a Substitute Limited Partner who does not meet the
          suitability standards established for purchasers of Units
          hereunder.

          It is expressly understood that the General Partner's
    discretion to consent or to refuse to consent to the admission
    of an assignee or transferee of Units as a Substitute Limited
    Partner is granted to the General Partner for the benefit of the
    Limited Partners in order to negate the corporate characteristic
    of free transferability of interests.  No consent of any of the
    Limited Partners shall be required to effect the admission of
    such an assignee or transferee as a Substitute Limited Partner,
    except (in the case of an assignment) the consent of the Limited
    Partner making such assignment, which shall be evidenced as
    provided in Section 7.17.5(1), above.  The Recognition Date for
    admission of any Substitute Limited Partner shall be the last
    day of the calendar quarter in which the General Partner gives
    its written consent to the admission of such Substitute Limited
    Partner, and on or before such Recognition Date the General
    Partner shall cause the Certificate of Limited Partnership to be
    amended to reflect the admission of such Substitute Limited
    Partner.

          7.17.6      Names and Addresses of Limited Partners.  The
    General Partner shall keep at the principal place of business of
    the Partnership a list containing the name and address of each
    Limited Partner.

                                        ARTICLE 8

                                GENERAL PARTNER INTERESTS

    8.1   Removal of General Partner.

          8.1.1       Removal by Vote of Limited Partners.  By the vote
    of a Majority-In-Interest (as provided in Section 7.3 hereof)
    the Limited Partners may at any time remove the General Partner.

          8.1.2       Removal by Other General Partner.  Any General
    Partner may remove any other General Partner, if such other
    General Partner:

                 (1)       Has been judicially determined to have
          committed a material default of its obligations hereunder,
          and fails to cure such default within 30 days after
          receiving written notice of such judicial determination;

                 (2)       Is adjudicated a bankrupt or insolvent under
          the Bankruptcy Code, as amended, or federal legislation
          related thereto or other debtor relief laws; or otherwise
          seeks, by way of petition or answer, any form of debtor's
          relief under said Bankruptcy Code or any such laws; or
          makes an assignment for the benefit of its creditors; or
          seeks or consents to the appointment of any receiver,
          liquidator, trustee, or similar creditor's representative
          for itself or its assets; or fails to have dismissed or
          denied, within 60 days after filing, any petition by
          another for adjudication of such General Partner as a
          bankrupt or as insolvent under said Bankruptcy Code or any
          such laws, or for the appointment of a receiver, trustee,
          liquidator or similar such creditor's representative for
          such General Partner or its assets; or

                 (3)       Is an individual General Partner and becomes
          insane.

    8.2   Withdrawal of General Partner Upon Election of a New General
Partner.  Notwithstanding the provisions of Section 5.3.2(4), in
the event that a General Partner is removed or withdraws, and a new
General Partner is elected by the Limited Partners pursuant to
Section 8.3 hereof, then within 60 days after such election occurs,
any remaining General Partner shall have the right to give such
newly elected General Partner written notice of its intention to
withdraw as a General Partner, such withdrawal to be effective 90
days after such written notice is given or (if earlier) upon the
election of such new General Partner.  Any withdrawing General
Partner shall have no obligation or liability as a General Partner
with respect to any decision, act, event or condition that occurs
after such withdrawal becomes effective.

    8.3   Admission of New or Substitute General Partner.  Except as
provided in, and subject to the General Partner's rights under
Section 8.5, after the removal or withdrawal of one of the General
Partners (as provided for in Sections 8.1 and 8.2 hereof), a
Majority-In-Interest of the Limited Partners may, at a meeting or
by action without a meeting, designate a successor to such removed
or withdrawn General Partner.  Any such successor shall become a
General Partner in place of such removed or withdrawn General
Partner, as of the date of such election, provided that such
successor General Partner agrees in writing to become a party to,
and be bound by, the provisions of this Agreement and to assume all
of the obligations of such removed or withdrawn General Partner
hereunder.

    8.4   Continuation of the Partnership.  The retirement,
withdrawal, removal, death, insanity or bankruptcy of the General
Partner shall dissolve the Partnership unless (i) within 90 days
thereafter the remaining General Partner elects to continue the
business of the Partnership, (ii) there remains one solvent General
Partner, or (iii) if there is no remaining General Partner, the
Limited Partners, within 120 days of the date of such event, elect
by unanimous vote to continue the business of the Partnership and
elect a new General Partner.  In the event of such election by the
remaining General Partner or Limited Partners, the Partnership
shall not be dissolved, but shall continue with any remaining or
replacement General Partner as a General Partner, with all rights,
power and authority vested by this Agreement.  In the event no such
election is made, the Partnership shall be dissolved and liquidated
in accordance with Article 9 hereof.

    8.5   Payment to Removed or Withdrawn General Partner.

          8.5.1       Removal of All General Partners or Remaining
    General Partner.  In the event that all General Partners are
    removed, or that (after removal or withdrawal of one or more
    General Partners) the remaining General Partner is removed,
    pursuant to the provisions of this Article 8, the removed
    General Partner shall be entitled to receive payment of all fees
    and other compensation to which it (or it) would have otherwise
    been entitled hereunder, to the extent the same have been earned
    but not paid, as of the date of such removal (hereinafter called
    the "Termination Date"), as well as the present value of the
    General Partner's interest in the assets and business of the
    Partnership, as follows:

                 (1)       Such General Partner shall be paid, as soon as
          the same would otherwise have been payable, the following:

                      (A)       Management Fees for any month, or portion
                 of a month, prior to the Termination Date (with such
                 fee for the month in which the Termination Date occurs
                 prorated on a daily basis); and

                      (B)       Subject to Section 6.1 hereof, the
                 subordinated real estate commissions on the sale of
                 the Properties, to the extent it have been sold, or
                 are subject to binding agreements for sale, as of the
                 Termination Date.

                 (2)       If the Limited Partners do not reconstitute the
          Partnership and continue its business with the same assets,
          as provided in Sections 8.4 and 9.1 hereof, then such
          General Partner shall be entitled to receive, after the
          liquidation of the Partnership's assets, the General
          Partner's distributive share of the Distributable Cash
          resulting from such liquidation; but

                 (3)       If the Limited Partners do reconstitute the
          Partnership and continue its business with the same assets,
          as provided in Sections 8.4 and 9.1 hereof, then such
          General Partner shall be entitled to receive, in addition
          to any fees and other compensation then payable to such
          General Partner under Section 8.5.1(1), above, the amount
          that would be payable to such General Partner if the
          Properties of the Partnership were sold for its fair market
          values as of the Termination Date, plus the present value
          (as of the Termination Date) of the General Partner's
          interest in the future distributions by the Partnership of
          Distributable Cash, as follows:

                      (A)       The total amount payable to such former
                 General Partner under this Section 8.5.1(3) shall be
                 resolved by arbitration under the rules of the
                 American Arbitration Association, before three
                 arbitrators, each of which shall be an M.A.I. 
                 appraiser.  The expense of such arbitration shall be
                 borne equally by the Partnership and such former
                 General Partner.  The results of such arbitration
                 shall be binding upon, and enforceable by, such former
                 General Partner and the Partnership; and

                      (B)       The Partnership shall, in its sole
                 discretion, within 30 days following determination of
                 the total amount payable to the former General
                 Partner, give such former General Partner either (i) a
                 lump sum of cash equal to the total amount due to the
                 former General Partner, or (ii) a promissory note for
                 the total amount of the payments due such General
                 Partner which note shall bear interest at an annual
                 rate of 10% and shall provide for the payment of equal
                 monthly installments of principal and interest over a
                 period of 60 months, but shall be paid earlier (with
                 respect to both interest and principal) to the extent
                 of all cash from Sale or Refinancing received or
                 retained by the Partnership after the Limited Partner
                 has received from all distributions hereunder an
                 aggregate amount equal to its Capital Contribution.

    8.6   Liability of General Partner.  The General Partner shall be
liable for the debts and obligations of the Partnership, to the
extent such debts and obligations exceed the Partnership's assets,
but the General Partner shall not be obligated to incur, or cause
the Partnership to incur, any such obligations or debts in excess
of its assets, or to obtain recourse debt financing for the
Partnership (even in a situation where nonrecourse debt financing
is not available on competitive terms).  Except as provided in
Section 9.3.2 hereof, in no event shall the General Partner be
personally liable for the repayment of any of the Capital
Contributions or payment of any return thereon.

                                        ARTICLE 9

               TERMINATION, LIQUIDATION AND DISSOLUTION OF THE PARTNERSHIP

    9.1   Events of Termination.  Upon the occurrence of any of the
following events:

          9.1.1       Any event listed in Section 8.4 hereof, unless the
    remaining General Partner(s) or, if there is no remaining
    General Partner the Limited Partners, by unanimous vote, elect
    to continue the business of the Partnership;

          9.1.2       The sale or other disposition of the Property;
    provided, however, that if the sale of the Property involves the
    Partnership's receipt of a note, the General Partner may keep
    the Partnership in existence until such note is paid in full;

          9.1.3       Subject to Section 9.1.5 hereinbelow, election by
    a Majority-ln-Interest of the Limited Partners to dissolve the
    Partnership, whether or not with the concurrence of the General
    Partner; or

          9.1.4       Upon the expiration of the term of the Partnership,
    the Partnership shall dissolve, its assets shall be liquidated
    as provided in Section 9.2 hereof, the proceeds of such
    liquidation shall be applied and distributed as provided in
    Section 9.3 hereof, and finally, the Certificate of Limited
    Partnership shall be cancelled (and the Partnership terminated)
    as provided in Section 9.4 hereof.  During the period elapsing
    between dissolution and termination of the Partnership, the
    business of the Partnership and affairs of the Partners shall
    continue to be governed by this Agreement, and the General
    Partner, or remaining General Partner, shall continue to manage
    such business and affairs.  If such dissolution results from a
    removal of all General Partners, or the sole remaining General
    Partner, any Limited Partner may apply to a court of competent
    jurisdiction to appoint a liquidator, who shall then administer
    the liquidation and termination of the Partnership, but
    otherwise have none of the obligations or liabilities of a
    General Partner.  If the Limited Partners elect to continue the
    business of the Partnership, as provided in Subsection 9.1(1),
    above, and elect a new General Partner, the new General Partner
    shall reconstitute the Partnership and continue its business
    with the same assets for the balance of the term specified in
    Section 1.3 hereof.  The relationship of all of the Partners in
    the reconstituted Partnership shall be governed by this
    Agreement, as it may be then or thereafter amended.  Each
    Limited Partner hereby consents to any such reconstitution and
    waives any right which such Limited Partner may otherwise have
    to demand a return of his Capital Contribution by reason of such
    a dissolution.

          9.1.5       Subject to applicable law, the dissolution of the
Partnership shall not occur so long as the Partnership remains
mortgagor of the Property.

    9.2   Liquidation.  Upon the dissolution of the Partnership, the
General Partner shall proceed to liquidate all of the assets of the
Partnership in an orderly and expeditious manner, provided,
however, that if such dissolution results from the removal of all
General Partners or of the sole remaining General Partner, such
liquidation shall be deferred until the Limited Partners have had
an opportunity to reconstitute the Partnership, as provided in
Section 9.1 hereof; provided, further, that, if the General Partner
determines that an immediate sale of part of all of such assets
would result in unnecessary loss to the Partnership, then the
General Partner may, after giving written notice of the intention
to do so to each of the Limited Partners and to the extent not then
prohibited by the CRLPA, defer liquidation of such assets (except
those necessary to satisfy debts and obligations of the
Partnership) for a reasonable time.  The Partnership shall not
terminate solely as a consequence of the insolvency or bankruptcy
of one or more of the general partners of the Partnership so long
as there remains a solvent general partner of the Partnership.  

    9.3   Application and Distribution of Proceeds of Liquidation.

          9.3.1       General.  Upon dissolution and termination of the
    Partnership, the assets of the Partnership will be liquidated,
    and, after all debts and obligations of the Partnership to third
    Persons have been satisfied, the proceeds from such liquidation
    will be distributed as follows after giving effect to the
    allocations referred to under Section 4.2.1(3)(i) hereof:

                 (a)       First, to the payment of creditors of the
          Partnership, including Partners who are creditors to the
          extent permitted by law, but excluding secured creditors
          whose obligations will be assumed or otherwise transferred
          on the liquidation of the Partnership's assets;

                 (b)       Second, to the setting up of any reserves
          reasonably necessary for any contingent or unforeseen
          liabilities or obligations of the Partnership; provided,
          however, that such reserves shall be deposited with a bank
          or trust company in an interest-bearing escrow account for
          the purpose of disbursing such reserves for the payment of
          any of the aforementioned contingencies and, at the
          expiration of a reasonable period, for the purpose of
          distributing the balance remaining in accordance with this
          Section 9.3.1;

                 (c)       Third, 100% to the Limited Partners until it
          has received an amount which, when added to any prior
          distributions to the Limited Partners from any source
          whatsoever (other than distributions under
          Section 4.1.2(4)), equals the 10% Preferred Return
          described in Section 4.1.2(6), but not in excess of its
          positive Capital Account balances;

                 (d)       Fourth, to each Partner in an amount equal to
          the positive balance, if any, of such Partner's Capital
          Account after giving effect to the distribution under
          Section 9.3.1(f); provided, however, that if the remaining
          Capital Accounts of all Limited Partners exceed the amount
          of the liquidation proceeds available for distribution,
          such distributions shall be made to each Partner in the
          ratio that the positive balance of each Partner's Capital
          Account bears to the positive Capital Account balances of
          all Partners who have positive Capital Account balances;
          and

                 (e)       Fifth, the balance of any such liquidation
          proceeds 99% to the Limited Partners and 1% to the General
          Partner.

                 If the Limited Partner has received from the
    distributions described in Section 9.3.1(c) through (f) and/or
    from prior distributions of Distributable Cash From Sale or
    Refinancing or initial Working Capital Reserves an aggregate
    amount equal to 100% of its Original Invested Capital plus the
    10% Preferred Return, then the Partnership shall withhold from
    the amount otherwise distributable to the Limited Partners from
    Distributable Cash under Section 9.3.1(g) an amount equal to the
    subordinated compensation payments (if any) then owing to the
    General Partner for real estate commissions on the Sale of
    Partnership real estate, as described in Section 6.1.3, above. 
    The Partnership shall pay such withheld amounts to the General
    Partner rather than to the Limited Partners, but only to the
    extent that such payment to the General Partner does not cause
    the Limited Partners to receive aggregate distributions upon
    liquidation and/or from prior distributions of Distributable
    Cash from Sale or Refinancing or initial Working Capital
    Reserves that are less than 100% of its Original Invested
    Capital plus the 10% Preferred Return.  The Limited Partners'
    share of such final cash distribution will be paid in equal
    shares on account of each Unit.

          9.3.2       General Partner's Deficit Capital Accounts.  If,
    following the dissolution and termination of the Partnership and
    the liquidation of its assets, any General Partner shall have a
    deficit Capital Account balance, the General Partner shall pay
    to the Partnership, within the time and in the manner specified
    in Treasury Regulations under Section 704(b)(2) of the Internal
    Revenue Code, for distribution to creditors and then to Partners
    with positive Capital Account balances in accordance with
    Section 9.3.1 an amount equal to the lessor of (i) the deficit
    in the General Partner's Capital Account, or (ii) the difference
    between the amount of the General Partner's Capital
    Contributions to the Partnership immediately prior to the
    dissolution and termination of the Partnership and liquidation
    of its assets and 1% of the total Capital Contributions to the
    Partnership. 

    9.4   Cancellation of Certificate of Limited Partnership.  Upon
completion of the liquidation of the Partnership and distribution
of the proceeds there from, as provided in Section 9.3 hereof, the
General Partner shall record a cancellation certificate with
respect to the Certificates of Limited Partnership, record or file
a copy of the cancellation certificate in each place where a copy
of the Certificate of Limited Partnership has been recorded or
filed and record or file cancellations of any other filings made
pursuant to Section 1.5 hereof.

    9.5   Final Partnership Statement.  Within a reasonable time after
the Partnership's assets have been fully liquidated and the
proceeds therefrom fully allocated and distributed as provided in
Section 9.3 hereof, the General Partner shall furnish to each of
the Limited Partners a statement prepared by the Partnership's
independent certified public accountants, which shall set forth the
receipts and disbursements of the Partnership in the course of such
liquidation, together with the amount of proceeds from such
liquidation distributed with respect to each Unit and the amount of
such proceeds paid or distributed to the General Partner.

                                       ARTICLE 10

                                       DEFINITIONS

    10.1         Acquisition Fees.  "Acquisition Fees" means all fees
and commissions paid by any Person in connection with the purchase
of the Property by the Partnership.  Included in the computation of
Acquisition Fees shall be all real estate commissions, acquisition
fees, nonrecurring management fees, or any fee of a similar nature,
however designated, including, without limitation, fees paid to the
General Partner or its Affiliates, pursuant to Section 6.1.1 hereof
for services rendered by them in locating, examining and
investigating the Property to be acquired by the Partnership, in
negotiating any such proposed acquisition and in effecting any such
acquisition.  The Acquisition Fee shall not exceed the amount
permitted under Section 260.140.113.3 of the Rules of the
California Corporations Commissioner.

    10.2         Adjusted Capital Account Deficit.  "Adjusted Capital
Account Deficit" means, with respect to any Partner, the deficit
balance, if any, in such Partner's Capital Account as of the end of
the relevant fiscal year, after giving effect to the following
adjustments.

          10.2.1      Credit to such Capital Account any amounts which
    such Partner is obligated to restore or is deemed to be
    obligated to restore pursuant to the penultimate sentence of
    Treasury Regulations Section 1.704-1T(b)(4)(iv)(f); and

          10.2.2      Debit to such Capital Account the items described
    in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(id)(S)
    and 1.704-1(b)(2)(ii)(d)(6) of the Treasury Regulations.

The foregoing definition of Adjusted Capital Account Deficit is
intended to comply with the provisions of Section 1.704-
1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted
consistently therewith.

    10.3         Adjusted Invested Capital.  "Adjusted Invested Capital"
of a Limited Partner shall be the Original Invested Capital paid
for or attributable to his Units reduced by the total cash
distributed to him and prior owners of the same Units from
Distributable Cash from Sales or Refinancing and from Working
Capital Reserves, and which distributions were attributable to his
Units.

    10.4         Affiliate.  "Affiliate" means any of (i) each Person,
if any, other than the General Partner, directly or indirectly
instrumental in organizing, wholly or in part the Partnership or
participating in its management (excluding, however, wholly
independent third Persons such as attorneys, accountants and
underwriters whose only compensation from the Partnership is for
professional services rendered), (ii) each Person directly or
indirectly controlling, controlled by or under common control with
a General Partner or another Affiliate, or owning or controlling
10% or more of the outstanding voting securities of a General
Partner or another Affiliate, or acting as an officer, director or
partner of a General Partner or another Affiliate.

    10.5         Basic Regulatory Allocations.  "Basic Regulatory
Allocations" consist of allocations pursuant to
Sections 4.2.1(3)(a), (b) and (e).

    10.6         Capital Account.  "Capital Account" with respect to any
Partner (or such Partner's transferee) shall mean such Partner's
Original Invested Capital (including, when made, principal payments
by a Partner under a promissory note, this Agreement, or other
obligation to make capital contributions), adjusted in accordance
with this Section.

          10.6.1      A Partner's Capital Account shall be increased by
    all of:

                 (1)       such Partner's share of Net Income;

                 (2)       any item of income or gain specially allocated
          to a Partner and not included in Net Income or Net Loss;

                 (3)       any additional cash contribution by such
          Partner to the Partnership; and

                 (4)       the fair market value of any additional
          property contributed by such Partner to the capital of the
          Partnership reduced by any liabilities assumed by the
          Partnership in connection with such contribution or to
          which the property is subject.

          10.6.2      A Partner's Capital Account shall be reduced by all
    of:

                 (1)       such Partner's share of Net Loss;

                 (2)       any deduction specially allocated to a Partner
          and not included in Net Income or Net Loss;

                 (3)       any cash Distribution to such Partner; and

                 (4)       the Partnership's fair market value of any
          Property (reduced by any liabilities assumed by the Partner
          in connection with the distribution or to which the
          distributed property is subject) distributed to such
          Partner; provided that, upon liquidation and winding up of
          the Partnership, unsold property will be valued for
          distribution at fair market value and the Capital Account
          of each Partner before such distribution shall be adjusted
          to reflect the allocation of gain or loss that would have
          been realized had the Partnership then sold the property
          for fair market value.  Such fair market value shall in no
          case be treated as less than the amount of any nonrecourse
          indebtedness of the Partnership secured by the Property.

          10.6.3      The Capital Account of a Substituted Limited
    Partner or an Assignee of Record shall include the Capital
    Account of his transferor.

          10.6.4      Notwithstanding anything to the contrary in this
    Agreement, the Capital Accounts of the Partners shall be
    maintained in accordance with Treasury Regulations
    Section 1.704-1(b), or any corresponding subsequent provision,
    and the provisions of this Agreement concerning maintenance of
    Capital Accounts will be interpreted consistently therewith.

    10.7         Capital Contribution.  "Capital Contribution" means the
gross amount invested in the Partnership by a Partner and shall be
equal in amount to the cash purchase price paid or value of real
property contributed by such Partner for the Units sold to him by
the Partnership.  In the plural, "Capital Contributions" means the
aggregate amount invested by all of the Partners in the Partnership
and shall equal in total the amount of the proceeds attributable to
the purchase of Units and any contribution of the General Partner.

    10.8         Certificate of Limited Partnership.  "Certificate of
Limited Partnership" means the certificate required to be recorded
under Section 15621 of the California Corporations Code, or
successor legislation thereto.

    10.9         CRLPA.  "CRLPA" means the California Revised Limited
Partnership Act, as currently enacted or hereafter amended, as well
as any successor legislation thereto.

    10.10        Distributable Cash.  "Distributable Cash" means the sum
of (i) Distributable Cash from Operations and (ii) Distributable
Cash from Sale or Refinancing held by the Partnership at a given
time.

          10.10.1     Distributable Cash from Operations.  "Distributable
    Cash from Operations" means Gross Operating Revenues during a
    given period less (i) all cash expenditures by the partnership
    during such period to pay the Partnership's operating expenses,
    including the Management Fee, debt payments and costs of capital
    improvements or replacements (but without any deduction for
    depreciation), and less (ii) any additional funds then required
    for the Working Capital Reserve, or plus (iii) any funds then
    held in the Working Capital Reserve in excess of the amounts
    required therefor.

          10.10.2     Distributable Cash from Sale or
    Refinancing.  "Distributable Cash from Sale or Refinancing"
    means, with respect to any Sale or Refinancing or series of such
    transactions involving a Property, the gross cash proceeds
    received by the Partnership therefrom or on account thereof,
    less (i) all expenses incurred and paid by the Partnership with
    respect to such transaction or transactions, including, without
    limitation, brokerage commissions paid to third Persons, and
    (ii) the amount paid, in connection with such transactions, on
    pre-existing indebtedness of the Partnership.

    10.11        General Partner.  "General Partner" means the Persons
who, at a given time, are general partners in the Partnership under
the terms of this Agreement, and shall collectively refer to INCOME
GROWTH MANAGEMENT, INC., a California corporation, and IGP X
MISSION PARK, INC., a California corporation.

    10.12        Gross Operating Revenues.  "Gross Operating Revenues,"
with respect to a given period, means the sum of (i) Gross Property
Revenues received by the Partnership during such period, plus
(ii) all other cash revenues received by the Partnership during
such period, except proceeds from any loans to the Partnership or
any sales or other dispositions of the Property.

    10.13        Gross Property Revenues.  "Gross Property Revenues,"
with respect to any given period, means all rents, concession
payments and other payments received by the Partnership from the
operation of the Property during such period, excluding only
(i) refundable security deposits or (ii) proceeds from any Sale,
financing or Refinancing of the Property.

    10.14        Internal Revenue Code.  "Internal Revenue Code" means
the Internal Revenue Code of 1986, as amended.

    10.15        Legal Restrictions.  "Legal Restrictions" means
restrictions upon the operations and management of the Partnership
and upon the actions of the General Partner in its capacity as
such, imposed by (i) applicable securities laws, including, without
limitation, the California Corporate Securities Law of 1968, and
any regulations promulgated pursuant to such laws (except to the
extent that such regulations have been expressly waived with
respect to the Partnership); or (ii) the terms and conditions upon
which the Units are qualified under such securities laws.

    10.16        Limited Partner.  "Limited Partner" shall mean Income
Growth Partners, Ltd. X, a California limited partnership, or any
Person owning Units who has been admitted by the General Partner as
a Limited Partner or Substitute Limited Partner pursuant to the
provisions of this Agreement.  In the plural, "the Limited
Partners" refers to all Limited Partners as of a given time.

    10.17        Majority-In-Interest.  "Majority-In-Interest" means the
vote of more than 50% of the outstanding Units.

    10.18        Management Fee.  "Management Fee" means the monthly fee
to be paid for services in managing and operating the Properties. 
The Management Fee shall include all fees paid for bookkeeping
services and fees, rent-up, leasing and re-leasing fees and
bonuses, and related services.  The Management Fee shall not
include other direct costs of operating the Properties, which costs
shall be borne by the Partnership.

    10.19        Minimum Gain.  "Partner Minimum Gain" shall mean an
amount, with respect to each Partner Nonrecourse Debt, equal to the
Partnership Minimum Gain that would result if such Partner
Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Section 1.704-1T(b)(4)(iv)(h) of the
Treasury Regulations.

    10.20        Net Income or Net Loss.  "Net Income" or "Net Loss"
shall mean, respectively, for each taxable year of the Partnership
the taxable income and tax loss of the Partnership as determined
for federal income tax purposes in accordance with Section 702(a)
of the Internal Revenue Code (including all items of income, gain,
loss, or deduction required to be separately stated pursuant to
Section 702(a)(1) of the Internal Revenue Code) (other than any
specific item of income, gain, loss, deduction or credit subject to
special allocation under this Agreement), with the following
modifications:

          10.20.1     The amount determined above shall be increased by
    any income exempt from federal income tax;

          10.20.2     The amount determined above shall be reduced by any
    Section 705(a)(2)(B) of the Internal Revenue Code expenditures
    or expenditures treated as such pursuant to Treasury Regulations
    Section 1.704-1(b)(2)(iv)(i) or any corresponding subsequent
    provision; and

          10.20.3     Depreciation, amortization and other cost recovery
    transactions shall be computed based on the value of the
    Property as determined for book purposes instead of in the
    amount determined in computing taxable income or loss.  Any item
    of income, loss, credit, gain, amortization, cost recovery or
    basis specially allocated to a Partner and not included in Net
    Income or Net Loss shall be determined for Capital Account
    purposes in a manner similar to this Section 10.21.

    10.21        Nonrecourse Debt.  "Nonrecourse Debt" shall have the
meaning set forth in Treasury Regulations Section 1.704-
1T(b)(4)(iv)(k)(3).

    10.22        Nonrecourse Deductions.  "Nonrecourse Deductions" has
the meaning set forth in Section 1.704-1T(b)(4)(iv)(b) of the
Treasury Regulations.  The amount of Nonrecourse Deductions for a
Partnership fiscal year equals the net increase, if any, in the
amount of Partnership Minimum Gain during that fiscal year,
determined according to the provisions of Section 1.704-
1T(b)(4)(iv)(b) of the Treasury Regulations.

    10.23        Nonrecourse Regulatory Allocations.  "Nonrecourse
Regulatory Allocations" consist of allocations pursuant to
Sections 4.2.1(3)(c) and (d).

    10.24        10% Operating Cash Preference.  "10% Operating Cash
Preference" shall mean the amount, if any, distributed to the
Limited Partners from Distributable Cash from Operations for each
fiscal year until the Limited Partner has received during such year
an amount equal to a 10% per annum noncumulative return on its
Adjusted Invested Capital.

    10.25        Original Invested Capital.  "Original Invested Capital"
shall mean the amount of cash or property contributed by each
Limited Partner to the capital of the Partnership upon the
acquisition of Units.  This amount shall be attributed to such
Units in the hands of a subsequent Limited Partner.

    10.26        Other Definitions.  Each term defined in this Article
10, as well as each term defined elsewhere in this Agreement, shall
have its defined meaning wherever used with an initial capital
letter herein.  The terms "hereof," "herein" and variations thereof
shall, whenever used in this Agreement, refer to this Agreement as
a whole, and not to any particular Article or Section hereof. 
Where appropriate to the context of this Agreement, use of the
singular shall be deemed also to refer to the plural, and use of
the plural to the singular, and pronouns of certain gender shall be
deemed to comprehend either or both genders.

    10.27        Partner.  "Partner" means any of the General Partner
or the Limited Partners and, in the plural, "the Partners" means
each of the General Partners and all of the Limited Partners as of
a given time.

    10.28        Partner Nonrecourse Debt.  "Partner Nonrecourse Debt"
has the meaning set forth in Section 1.704-1T(b)(4)(iv)(k)(4) of
the Treasury Regulations.

    10.29        Partner Nonrecourse Deductions.  "Partner Nonrecourse
Deductions" shall mean the deductions and the amount as set forth
in Treasury Regulations Section 1.704-1T(b)(4)(iv)(h)(3).

    10.30        Partner Nonrecourse Regulatory Allocations.  "Partner
Nonrecourse Regulatory Allocations" shall mean the allocations
under Section 4.2.1(3)(j) and (k).

    10.31        Partners of Record.  "Partners of Record" means, at any
given date, the General Partner, the Limited Partner and all other
Limited Partners who have been admitted as such in accordance with
the provisions of this Agreement on or prior to such date.

    10.32        Partnership.  "Partnership" means the limited
partnership formed by this Agreement.

    10.33        Partnership Minimum Gain.  "Partnership Minimum Gain"
has the meaning set forth in Treasury Regulations Section 1.704-
1T(b)(4)(iv)(c).

    10.34        Person.  "Person" means any natural Person or other
legal entity (such as a partnership, joint venture, corporation or
trust).

    10.35         10% Preferred Return.  "10% Preferred Return" shall
mean the amount, if any, distributed to the Limited Partners from
Distributable Cash from Sale or Refinancing (other than amounts
representing repayment of Adjusted Invested Capital) which, when
added to prior distributions to the Limited Partners from any
source whatsoever (other than amounts representing repayment of
Adjusted Invested Capital), equals a 10% per annum cumulative, but
not compounded, return on the Limited Partners' Adjusted Invested
Capital.

    10.36        Property or Properties. "Property" or "Properties"
means the Mission Park Apartments located in San Diego County,
California.

    10.37        Purchase Price.  "Purchase Price" means, with respect
to the acquisition of the Property by the Partnership, the sum of
(i) the cash consideration paid to the seller of the Property by or
on behalf of the Partnership, plus (ii) the principal amount of any
purchase money note or similar purchase money obligation given to
such seller, plus (iii) the outstanding amount of principal on any
mortgage(s) or other lien(s) to which such Property is subject at
the time of its acquisition by the Partnership, plus (iv) the fair
market value of all other consideration given to such seller, plus
(v) the amount of all Acquisition Fees paid with respect to such
acquisition other than such fees paid, directly or indirectly, by
such seller out of the proceeds to him from such sale, and (vi) all
other costs related to such acquisition which, by custom in the
area where such Property is located, are normally paid by the
seller of real estate, but which in connection with such
acquisition are paid by the Partnership (but excluding all other
costs of such acquisition, including, without limitation, any
points or prepaid interest charged to the Partnership with respect
to any debt financing for such acquisition).

    10.38        Qualified Plan.  "Qualified Plan" means any pension,
profit sharing or stock bonus plan that is qualified under
Section 401(a) of the Internal Revenue Code and any Keogh Plan.

    10.39        Recognition Date.  "Recognition Date" means the date
upon which the Partnership recognizes, in accordance with the
applicable provisions of this Agreement, (i) the admission of any
Limited Partner or Substitute Limited Partner or (ii) the
assignment or other transfer of any Units, for purposes of the
exercise of any rights or privileges or the distribution of any
cash or allocation of any Net Income or Net Losses to which a
Limited Partner or holder of Units is entitled under this
Agreement.

    10.40        Refinancing.  "Refinancing" means any transaction in
which indebtedness secured by a Property is incurred for the
purpose of repaying existing principal of, and/or accrued interest
on, indebtedness that is secured by Partnership Property.

    10.41        Regulatory Allocations.  "Regulatory Allocations" shall
mean the Basic Regulatory Allocations, the Nonrecourse Regulatory
Allocations, and the Partner Nonrecourse Regulatory Allocations.

    10.42        Sale.  "Sale" means any sale, exchange or other
disposition of real property, condemnation, or recovery of damage
awards and insurance proceeds (other than business or rental
interruption insurance proceeds) not reinvested in repair or
reconstruction of a Property.

    10.43        Substitute Limited Partner.  "Substitute Limited
Partner" means a Limited Partner admitted in place of another
Limited Partners (to the extent of Units transferred by such other
Limited Partner to such Substitute Limited Partner) in accordance
with the provisions of Section 7.17.5 hereof.

    10.44        Unit.  "Unit" means any one of equal interests in the
Distributable Cash, Net Income and Net Losses of the Partnership
which are issued to the Partners in return for a cash capital
contribution or real property contribution equal to $1,000 for each
such interest.  All references to Units held by Partners shall
include all fractional Units held by those Limited Partners.  

    10.45        Working Capital Reserve.  "Working Capital Reserve"
means a cash reserve, to be maintained by the Partnership in an
amount deemed reasonably sufficient by the General Partner to cover
anticipated capital improvements and replacement costs and other
contingencies that may be incurred by the Partnership.

                                       ARTICLE 11

                          RELATIONSHIP OF CERTAIN TERMS OF THIS
                       AGREEMENT TO PROVISIONS  OF THE CALIFORNIA
                             REVISED LIMITED PARTNERSHIP ACT

    11.1         Revised Limited Partnership Act Governs.  The
Partnership, the rights and obligations of the Partners, and the
terms of this Agreement are governed in certain respects by the
provisions of the CRLPA effective July 1, 1984, which, however,
permits or contemplates that certain of its provisions may be
altered, extended or supplanted by provisions of this Agreement. 
Set forth below are rules governing the intent of the Partners with
respect to the relationship of the terms of this Agreement to the
provisions of the CRLPA as to certain matters.

    11.2         Provisions of the CRLPA Supplanted by the Terms of this
Agreement.  The following provisions of the CRLPA are supplanted by
the terms of this Agreement in that the Partners intend such
provisions of the CRLPA to have no effect on the rights and
obligations of the Partners or the construction, interpretation or
enforcement of this Agreement:

          11.2.1      Section 15611(b), regarding the definition of
    "capital account."

          11.2.2      Section 15611(d), regarding the definition of
    "contribution."

          11.2.3      Section 15611(q), regarding the definition of
    "return of capital."

          11.2.4      The second sentence, respectively, of
    Sections 15653 and 15654, regarding the allocation of profits
    and losses and distributions of money or property to Partners
    absent a provision with respect thereto in the partnership
    agreement (it being the Partners' intent that any such matter be
    determined by the construction and interpretation of this
    Agreement under principles of law otherwise applicable without
    regard to provisions of the Act that might apply absent a
    provision in the Agreement).

          11.2.5      Section 15662, regarding the withdrawal by a
    general partner except for (i) the provision of Section 15662(a)
    that a general partner may withdraw from a limited partnership
    at any time by giving written notice to the other partners, and
    (ii) the provision of Section 15662(b)(2) that a general partner
    who withdraws shall not be personally liable for partnership
    debts incurred after the Person ceases to be a general partner.

          11.2.6      The second sentence of Section 15663, regarding the
    right of a limited partner to withdraw.

          11.2.7      Section 15664, regarding certain rights of a
    withdrawing limited partner to the extent it affords a
    withdrawing limited partner any rights greater than those
    afforded by this Agreement.

          11.2.8      Section 15684(b), regarding the priority of certain
    distributions upon winding up of a limited partnership, to the
    extent it would alter the priority or amounts of distributions
    to Partners under the terms of this Agreement.

    11.3         Other Terms and Provisions.  Many of the terms of this
Agreement are intended to alter or extend provisions of the CRLPA
as they may apply to the Partnership or the Partners and in some
instances express reference to provisions of the CRLPA is made. 
Any failure on the part of any other term of this Agreement to
mention or specify the relationship of such term to provisions of
the CRLPA that may affect the scope or application of such term
shall not be construed to mean that any such term is not intended
to be a partnership agreement provision authorized or permitted by
the CRLPA or which in whole or in part alters, extends or supplants
provisions of the CRLPA as may be allowed thereby.

                                       ARTICLE 12

                                   GENERAL PROVISIONS

    12.1         Notices.  All notices and demands required or permitted
under this Agreement shall be delivered in writing, and either in
Person or by registered or certified mail, return receipt
requested, at the principal office of the Partnership (if a notice
to or demand on the Partnership or either or both of the
Partnership and the General Partner) or to the address shown for
the recipient Limited Partner on the list maintained by the
Partnership in accordance with Section 7.17.6 hereof.  Notices and
demands to the General Partner shall be deemed delivered and
received on the actual date of its delivery, and notices to and
demands on the Limited Partners shall be deemed delivered and
received 48 hours after the same are deposited in the U.S.  mails
(except in the case of a mail strike).

    12.2         Amendment of Agreement and the Certificate of Limited
Partnership.

          12.2.1      Admission of Limited Partners.   Admission of a
    Limited Partner or Substitute Limited Partner shall not, if in
    accordance with other provisions of this Agreement, require the
    consent of any Limited Partner (except, in the case of a
    Substitute Limited Partner, the consent of the Limited Partner
    transferring Units thereto).

          12.2.2      Amendments with Consent of Limited Partners.  In
    addition to any amendments otherwise authorized herein, this
    Agreement and the Certificate of Limited Partnership may be
    amended by the General Partner with the consent of a Majority-
    In-Interest of the Limited Partners; provided, however, that
    neither this Agreement nor the Certificate of Limited
    Partnership may be amended without the consent of all Partners
    adversely affected thereby so as (i) to convert a Limited
    Partner interest into a General Partner interest, or otherwise
    modify the limited liability of a Limited Partner (including,
    without limitation, any amendment which, in the opinion of
    counsel to the Partnership, poses a significant risk of
    impairing the limited liability of any or all of the Limited
    Partners), or (ii) to alter the interest of any Limited Partner
    in Distributable Cash, Net Income, Net Losses, or otherwise
    cause unequal treatment of the Limited Partners; provided,
    further, that this Section 12.2.2 may be amended only by the
    consent of all the Partners.

          12.2.3      Amendments Without Consent of Limited Partners.  In
    addition to any amendments otherwise authorized herein, the
    General Partner may amend this Agreement and/or the Certificate
    of Limited Partnership, without the consent of any of the
    Limited Partners, to (i) change the name and/or principal place
    of business of the Partnership, (ii) increase the duties or
    obligations of the General Partner or decrease the rights and
    powers of the General Partner (so long as such decrease does not
    impair the ability of the General Partner to manage the
    Partnership and conduct its business and affairs), (iii) cure
    any ambiguity, or correct or supplement any provision hereof
    which may be inconsistent with any other provision hereof, or
    make provision with respect to any matter or question arising
    under this Agreement so long as such additional provision is not
    inconsistent herewith, (iv) delete or add any provision of or to
    this Agreement required to be so deleted or added by the staff
    of the Securities and Exchange Commission or of any other
    federal agency, or by any state securities commissioner or
    similar such official, and (v) comply with final regulations
    under the Employment Retirement Income Security Act defining
    "plan assets"; provided, however, that no amendment shall be
    adopted pursuant to this Section 12.2.3 unless the adoption
    thereof (A) is for the benefit of or not adverse to the
    interests of the Limited Partners, (B) is not inconsistent with
    Article 4 hereof, (C) does not alter, adversely to the Limited
    Partners or any of them, the allocations of Distributable Cash,
    Net Income or Net Losses among the Limited Partners or between
    the Limited Partners and the General Partner except as provided
    in Section 5.1.14, and (D) does not affect the limited liability
    of the Limited Partners or the status of the Partnership as a
    partnership for federal income tax purposes.

          12.2.4      Execution and Recording of Amendments.  Any
    amendment to this Agreement adopted in accordance with the
    provisions of this Section 12.2 or in accordance with any other
    provisions of this Agreement shall be executed by the General
    Partner for itself, and by the General Partner as attorney-in-
    fact for the Limited Partners pursuant to the power-of-attorney
    contained in Section 5.6 hereof.  After the execution of such
    amendment, the General Partner shall also prepare and record or
    file any certificate or other document which may be required to
    be recorded or filed with respect to such amendment, either
    under the CRLPA or under the laws of any other jurisdiction in
    which the Partnership holds any Property or otherwise does
    business.

    12.3         Partition.  The Partners hereby acknowledge and agree
that the assets of the Partnership will not be suitable for
partition; and, accordingly, each Partner hereby irrevocably waives
any and all rights which he may otherwise have, under the CRLPA or
any other applicable law, to maintain any action for partition of
such assets.

    12.4         Severability.  In the event that any provision of this
Agreement, or the application thereof to any person or under any
circumstances, is determined to be invalid, unlawful or
unenforceable to any extent, then to such extent such provision
shall be deemed severed from this Agreement; but the application of
such provision to any other Persons or under any other
circumstances other than those as to which it is determined to be
invalid, unlawful or unenforceable, and every remaining provision
of this Agreement, shall continue in full force and effect.

    12.5         Headings.  Article and section headings in this
Agreement are for convenience of reference only and shall not be
used in any way to interpret or construe this Agreement.

    12.6         Further Assurances.  Each Partner hereby agrees to
execute, acknowledge (if necessary) and deliver any and all further
instruments and other documents as counsel to the Partnership may
determine to be necessary or desirable for the achievement of the
purposes of this Agreement (including, without limitation, the
Certificate of Limited Partnership and any and all amendments
thereto, as well as any cancellation thereof); provided that such
instrument or other document does not adversely affect the rights
and obligations of such Partner hereunder.

    12.7         Integrated and Binding Agreement.  This Agreement
contains the entire understanding and agreement among the Partners
with respect to the subject matter hereof, and there are no other
agreements, understandings, representations or warranties among the
Partners other than those set forth herein (subject, however, to
the General Partners (in the event there is more than one General
Partner) having agreed or hereafter agreeing between themselves
with respect to the allocation of the duties, distributions,
allocations or other rights herein imposed upon or provided to the
General Partners jointly).  This Agreement may be amended only as
provided in Section 12.2 hereof, or elsewhere herein; and this
Agreement shall be binding upon, and inure to the benefit of, each
of the Partners and his respective heirs, successors and assigns
(subject, however, to the provisions hereof relating to assignment
and transfer of a Partner's interest in the Partnership).

    12.8         Counterparts.  This Agreement may be executed in two
or more counterparts and by each party on separate counterparts,
each of which shall be an original, but all of which taken together
shall constitute but one and the same instrument.

    12.9         Governing Law.  This Agreement shall be governed by,
and construed and enforced in accordance with the laws of the State
of California.

                                       ARTICLE 13

                           REPRESENTATIONS OF LIMITED PARTNERS

    13.1         The Limited Partner represents as follows:

          13.1.1      The Limited Partner is thoroughly informed
    concerning the type of Property to be owned by the Partnership
    and has asked and has answered such questions relating thereto
    as the Limited Partner deems necessary, and understands that no
    return of, on, or with respect to the consideration given for
    the Limited Partners' Units of interest is represented,
    warranted or promised in any way by the General Partner or the
    Partnership;

          13.1.2      The Limited Partner has read this Partnership
    Agreement and understands and agrees to its terms;

          13.1.3      The Limited Partner is capable of evaluating the
    risks and merits of acquiring an interest in Units of the
    Partnership, has no need for liquidity of investment with
    respect to the acquisition of such Units, and can afford to
    sustain a complete loss of such investment;

          13.1.4      The Limited Partner understands that neither the
    General Partner nor its counsel have represented the interests
    of the Limited Partner in connection with the transaction, and
    the Limited Partner is free (and encouraged) to seek independent
    counsel of the Limited Partner's choosing; and

          13.1.5      The Limited Partner is acquiring the Units for
    investment purposes only and not with a view to resale or
    distribution of record or beneficially to any other person.

                                       ARTICLE 14

                                 SEPARATENESS COVENANTS

          14.1   For so long as any mortgage lien exists on any of the
Properties, in order to preserve and ensure its separate and
distinct corporate identity, in addition to the other provisions
set forth in this partnership agreement, the partnership shall
conduct its affairs in accordance with the following provisions:

                 14.1.1  It shall establish and maintain an office
    through which its business shall be conducted separate and apart from
    that of any of its affiliates and shall and shall allocate fairly and 
    reasonably any overhead for shared office space.

                 14.1.2  It shall maintain separate partnership records
    and books of account from those of its parent and any affiliate.

                 14.1.3  It shall not commingle assets with those of its
    parent and any affiliate.

                 14.1.4  It shall conduct its own business in its own name.

                 14.1.5  It shall maintain financial statements separate
    from any affiliate.

                 14.1.6  It shall pay any liabilities out of its own
    funds, including salaries of any employees, not funds of any affiliate.

                 14.1.7  It shall maintain an arm's length relationship
    with any affiliate.

                 14.1.8  It shall not guarantee or, except to the extent
    of its liability for the debt secured by such mortgage lien, become 
    obligated for the debts of any other entity, including any affiliate or
    hold out its credit as being available to satisfy the obligations of others.

                 14.1.9  It shall use stationary, invoices and checks
    separate from any affiliate.

                 14.1.10  It shall not pledge its assets for the benefit
    of any other entity, including any affiliate.

                 14.1.11  It shall hold itself out as an entity separate
    from any affiliate.

          For purpose of this Article Fourteen, the following terms
shall have the following meanings:

    "affiliate" means any person controlling or controlled by or
under common control with the partnership, including, without
limitation (i) any person who has a familial relationship, by
blood, marriage or otherwise with any partner or employee of the
partnership, or any affiliate thereof and (ii) any person which
receives compensation for administrative, legal or accounting
services from this partnership, or any affiliate.  For purposes of
this definition, "control" when used with respect to any specified
person, means the power to direct the management and policies of
such person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the
foregoing.

    "person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company,
trust (including any beneficiary thereof), unincorporated
organization, or government or any agency or political subdivision
thereof. 

    IN WITNESS WHEREOF, the parties hereto have, by themselves or by
their officers or representatives duly authorized thereunto, caused
this Agreement to be executed and delivered effective as of the
date first above written.
                                                General Partner:

                                                INCOME GROWTH MANAGEMENT, INC.

                                                a California corporation

                                                By:
                                                  David Maurer, President

                                                IGP X MISSION PARK, INC.
                                                a California Corporation

                                                By:
                                                  David Maurer, President

                                                Limited Partner:

                                                INCOME GROWTH PARTNERS, LTD. X
                                                a California limited partnership
                                                By its General Partner:
                                                Income Growth Management, Inc.
                                                a California corporation

                                                By:
                                                  David Maurer, President

                                       EXHIBIT "A"

Lots 1 and 2 of City of San Marcos Tract No. 295, in the City of
San Marcos, County of San Diego, State of California, according to
Map thereof No. 12309, filed in the Office of the County Recorder
of San Diego County, February 9, 1989.

Together with that portion of Bougher Road and Mission Road vacated
thereon lying Southeasterly and immediately adjacent to Lot 2,
described above, as shown on said map.