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: