ADDENDUM TO THE _______________________ LIMITED PARTNERSHIP

AGREEMENT

__________, constituting all of the general partners of the

_______________________ limited partnership and ___________

________________, constituting all of the limited partners of

_______________________, agree:

The general partners shall be indemnified by the partnership from

all liability related to their actions taken on behalf of the

limited partnership, provided that the actions to be indemnified

were undertaken in good faith, and do not constitute criminal acts

or any act of intentional misconduct.

In the event that a dispute occurs between the limited partnership

and a partner as to whether or not an action is properly subject

to this indemnity the dispute shall be submitted to arbitration

before a single arbitrator under the rules of the American

Arbitration Association. Any decision rendered by the arbitrator

shall be final and may be entered as a judgment in any court

having jurisdiction.

Dated: ________________________________

Limited partners:

General partners: