NAME

[RESTATED] GENERAL PARTNERSHIP AGREEMENT

THIS RESTATED GENERAL PARTNERSHIP AGREEMENT executed this ___ day of _____________ by and among _______________ with a mailing address of _________________, ___________________, with a mailing address of _________________, ___________________, with a mailing address of _________________, and __________________, with a mailing address of ___________________, sometimes individually referred to by their respective last names or "Partner" and together as "Partners."

W I T N E S S E T H:

WHEREAS, __________, __________, __________ desire to [have] form[ed] a New York partnership known as NAME (the "Partnership") and execute[d] an agreement among them pertaining thereto (the "Partnership Agreement"); and

WHEREAS, the Partners desire to [re]state the Partnership Agreement pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein set forth, the parties hereto, intending to be legally bound, agree as follows:

1. Confirmation to Partnership [and Certain Prior Matters].

This agreement shall serve to [re]state [and supersede] the Partnership Agreement along with [and] any and all subsequent [prior] amendments and changes thereto.

The Partners do hereby proclaim and confirm (i) the formation of the Partnership as a New York general partnership under the name of NAME, on or about ___________, (ii) the Partnership's intent to [prior] purchase and [continued] own[ership of] certain property located at NAME, Buffalo, New York, and (iii) the Partnership's intent to grant [prior grant of] a first mortgage on such property in favor of BLANK Bank the approximate principal balance of which, as of ____________ will be [was] $ _________ . The Partnership shall continue for so long as the Partnership owns any legal or beneficial interest in any real or personal property, unless earlier terminated as herein provided.

The principal place of business of the Partnership shall be located at NAME, or at such other place as the Partners may maintain such other offices as the Partners may deem advisable at any other place or places. The Partners shall cause to be filed with the Clerk of the County of Erie, New York, such certificates as may be necessary and required to confirm the existence of the Partnership and the names of the Partners.

2. Partnership Interests.

For the purposes of this agreement, each Partner's "Partnership Interest" shall be the following:

NAME 00.00%

3. Capital/Capital Accounts.

A separate capital account shall be maintained on the books of the Partnership for each Partner. No Partner shall be entitled to withdraw any capital from his capital account except upon the unanimous consent of the Partners.

Additional capital contributions shall be made to the Partnership in such amounts and at such times as the Partners may unanimously agree upon from time to time.

4. Partnership Books and Records.

The Partnership shall at all times maintain accurate books and records of account, the same to be kept in accordance with generally accepted accounting principles consistently applied. All Partnership books and records shall be kept on a calendar year basis and shall be closed and balanced as of the end of each calendar year. Promptly after the end of each calendar year the Partnership shall cause to be prepared and distributed to each Partner a balance sheet, and statement of profit and loss for the Partnership as of the close of such calendar year and shall further cause all federal and state partnership returns or reports to be filed as may be necessary in accordance with applicable laws and regulations.

5. Bank Accounts.

The Partnership shall maintain one or more bank accounts for the conduct of Partnership business as in the judgment of the Partners may be necessary from time to time. The Partners shall execute such banking resolution forms as may be necessary from time to time to establish such accounts and shall designate one or more of the Partners as authorized signatories on banking instruments as the Partners may periodically determine.

6. Profits/Losses/Distributions.

All net profits and losses of the Partnership shall be divided among the Partners as of the close of each calendar year in accordance with their respective Partnership Interest.

The Partners may establish a reserve for contingencies and set aside Partnership funds for the operation of the Partnership's business. Except to the extent that they may elect to do so, it is the intention of the Partners that as soon as practicable following the end of each calendar year, the Partners will cause the Partnership Interests, the net cash flow of the Partnership for such calendar year.

The Partners may cause the Partnership to make interim distributions of the projected net cash flow of the Partnership with respect to a given year, at such times and on such terms, during the course of that year, as they may determine.

7. Partner Commitment.

No partner shall be obligated to devote all or any substantial part of his time to the business of the Partnership and shall only be obligated to devote such time as may be reasonably necessary to further the business of the Partnership.

8. Disclaimer of Right to Partition.

Each Partner expressly renounces, waives and forfeits, all rights, whether arising under contract, statute or by operation of law, to seek, bring or maintain an action for partition or action in the nature of partition in any court of law or equity pertaining to any of the property or assets of the Partnership.

9. General Restriction on Transferability of Interest.

During his lifetime and while this Agreement is in force, no Partner shall sell, assign, encumber, pledge, transfer or otherwise dispose of his Partnership Interest (each being a "Transfer") except as may be permitted pursuant to the terms of this Agreement.

10. Right of First Refusal - Lifetime Transfers.

In the event any Partner desires to Transfer during his lifetime (a "Selling Partner") by any means whatsoever, all or any portion of his Partnership Interest to any person or entity, he may do so only upon the terms and conditions of this Article 10.

(i) S/He must first obtain or have received a written, bona fide offer from an unrelated third party, acceptable to him, for the purchase all or some portion of his Partnership Interest, for a purchase price payable in cash or promissory notes, and which further provides that such bona fide offeror shall become, and the Partnership Interest being acquired shall remain, bound by and be subject to all of the terms and conditions of this Agreement to the same extent as if such Partnership Interest were owned by the Selling Partner (hereinafter a "Purchase Offer"). The Selling Partner must thereafter promptly submit an exact and complete photostatic copy of the Purchase Offer to each of the other Partners and the Partnership.

(ii) The other Partners shall have a period of thirty (30) days from the date of delivery of a copy of the Purchase Offer to them within which to notify the Selling Partner if they elect to either (i) exercise the right of first refusal set forth herein, each to have the right to purchase that percentage of the Partnership Interest subject to the Purchase Offer as equals (A) his respective Partnership Interest as to one another, or (B) such other percentage as they may agree upon, or (ii) cause the Partnership to repurchase the Partnership Interest of the Selling Partner which is subject to the Purchase Offer. In the event any other Partner refuses to participate in the exercise of such right of first refusal and also refuses to cause the Partnership to do so as referred to in subsection (ii) above, the other Partner(s) who desire to exercise the right of first refusal shall then have the right to purchase that percentage of the Partnership Interest subject to the Purchase Offer as equals his respective Partnership Interest as compared to only those Partners who are willing to participate in the exercise of the right of first refusal. In the event the other Partners do not elect to so purchase (or cause the Partnership to purchase) the entire Partnership Interest of the Selling Partner subject to the Purchase Offer, the right of first refusal set forth herein shall expire and be of no further force or effect, in which event the Selling Partner shall have the right to sell to the bona fide purchaser the Partnership Interest of the Selling Partner subject to the Purchase Offer, on the terms and conditions and at the price set forth in the Purchase Offer, but only within sixty (60) days after the rights of first refusal exercisable by the other Partners hereunder shall have expired.

(iii) In the event of the exercise of a right of first refusal as set forth in subparagraph (ii) above resulting in the purchase of the Partnership Interest of the Selling Partner subject to the Purchase Offer by the other Partners, the closing of the purchase and sale of such Partnership Interest shall take place at the principal office of the Partnership no later than thirty (30) days after such exercise, the purchase price of the Partnership Interest being purchased to be payable according to the payment terms contained in the Purchase Offer.

(iv) In the event any sale permitted under this Article 10 to a bona fide purchaser shall not be made within the sixty (60) day time period referred to in subparagraph (ii) above, such transfer may not thereafter be made without first obtaining a new Purchase Offer and again submitting such Purchase Offer to each of the other Partners and the Partnership pursuant to the procedures hereinabove set forth.

11. Management.

The business of the Partnership may be managed by the Partners. In connection therewith, the Partners shall periodically meet and discuss the business of the Partnership, the nature of its assets, the purchase or sale of existing or prospective assets of the Partnership, and shall otherwise handle and deal with the business affairs of the Partnership from time to time; provided, however, that in the event of any disagreement among the Partners, the Partnership shall take such actions as may be determined by the affirmative vote of a majority of the Partnership Interests. Except upon the authorization and affirmative vote of at least a majority of the Partnership Interests, no Partner shall have the authority to enter into agreements or commitments on behalf of the Partnership, make investments on behalf of the Partnership or otherwise deal with any assets of the Partnership, expressly including, but not limited to the following actions:

a. make or endorse any notes, bonds or mortgages in the name of or on behalf of the Partnership;

b. borrow money in the name of or on behalf of the Partnership;

c. enter into any contract for the purchase or sale of any real property by the Partnership.

The Partners may, from time to time, elect one of the Partners to serve as a managing partner. NAME is hereby designated as the managing partner, to serve in such capacity until his successor is elected by the Partners. The managing partner shall have the power and authority to generally manage the day-to-day affairs of the Partnership, including by way of example, negotiating and executing tenant leases, arranging for tenant improvements, handling the day-to-day care and maintenance of the properties owned by the Partnership. As managing partner, NAME shall be paid a feel equal to five percent (5%) of the rent income received by the Partnership during his term as managing partner. However, the managing partner shall not take any action listed in (a) - (c) above without the affirmative vote of a majority of the Partnership Interests.

12. Death of a Partner.

In the event of the death of a Partner ("Deceased Partner"), each of the other Partners shall have the option to purchase from the estate of the Deceased Partner (the "Estate") that percentage of the Partnership Interest owned by the Deceased Partner as equals his respective Partnership Interest as to one another (or such other percentage as they may agree upon). The other Partners may instead cause the Partnership to repurchase the Partnership Interest of the Deceased Partner from the Estate. Such option shall be exercisable by written notice of the Estate within ninety (90) days of the appointment of the executor or other legal representative of the Estate, in which event the Estate shall be obligated to sell the Partnership Interest of the Deceased Partner upon the terms of this Article 12.

The closing of the purchase and sale of such Partnership Interest shall take place at the office of the Partnership not more than ninety (90) days after the date the other Partners or the Partnership notifies the Estate of the exercise of its purchase option, at such specific date and time as the parties may agree upon.

The purchase price for the Partnership Interest to be purchased shall be the Deceased Partner's prorata share of the book value of the Partnership as of his date of death. Such book value shall be calculated by the certified public accountant then servicing the Partnership in accordance with generally accepted accounting principals; provided, that with respect to the asset side of the Partnership's balance sheet, the value of the real property holdings of the Partnership shall be included at their fair market value as of the date of death of the Deceased Partner. For this purpose, the Partnership and the Estate shall endeavor to agree upon a single appraiser to be hired to determine such fair market value, in which event (i) the cost of such appraiser shall be borne by the Partnership, but included as a liability of the Partnership in calculating the book value of the Partnership for the purpose of this section, and (ii) the determinations of such appraiser shall be binding on both the Estate and the Partnership. If the Estate and the Partnership are unable to agree upon a single appraiser, then each of them may select an appraiser, and the two so selected shall designate a third appraiser. Each appraiser shall then appraise the properties owned by the Partnership, the appraised values thereof shall be averaged, which average shall be deemed the value thereof for the purpose of such book value calculation. In such event, (i) the Estate and the Partnership shall bear the entire cost of their respective appraisers, and (ii) the Partnership shall also pay the cost of the third appraiser, but the cost of such third appraiser shall be included as a liability of the Partnership in calculating the book value of the Partnership for the purpose of this section.

The aggregate purchase price of the Partnership Interest being purchased shall be payable to the Estate as follows:

a. At closing, and upon delivery of such instruments of transfer as the purchaser(s) may request from the Estate for the Partnership Interest being purchased, by a down payment equal to ten percent (10%) of the aggregate purchase price.

b. The balance of the purchase price shall be payable in sixteen (16) equal consecutive quarterly principal installments in accordance with the terms of one or more promissory notes (a separate note to be executed by each purchaser for his portion of the unpaid purchase price) substantially in the form of Exhibit 1 attached hereto and made a part hereof (each being a "Note"), until paid in full. Each Note shall provide in part that each installment of principal shall be accompanied with interest calculated on the unpaid principal balance from time to time remaining unpaid at the rate of eight percent (8%) per annum. The first such payment shall be due and payable on the first (1st) day of the fourth (4th) month following the closing. All or any portion of the unpaid purchase price may be prepaid without penalty at any time. The entire unpaid principal balance, together with all accrued and unpaid interest, may be declared immediately due and payable by written notice effective thirty (30) days thereafter in the event of default in making any payments of principal or interest, unless such default is cured within such thirty (30) day period.

13. Dissolution, Winding Up and Distribution. The Partnership shall be dissolved only upon the occurrence of any of the following events:

a. If there is at any time only one (1) Partner.

b. When all the property and assets owned by the Partnership shall have been disposed of and the Partners have determined not to reinvest the proceeds or a comparable amount in other assets.

c. When the Partners agree in writing to dissolve the Partnership.

Upon the occurrence of any of the foregoing events, the Partners shall proceed promptly to wind up the affairs of the business of the Partnership, including the sale or other disposition of the property and assets of the Partnership, if such sale or disposition can be made on a commercially feasible basis.

Upon the completion of the winding up of the affairs and business of the Partnership and after payment or making provisions for payment of all liabilities of the Partnership, including any Partnership loans, the net assets of the Partnership shall be distributed as follows:

(1) First, to return to the Partners amounts equal to their respective capital contributions to the Partnership.

(2) The remaining net assets, if any, shall be distributed to the Partners in proportion to their Partnership Interests.

In the event that upon such dissolution the assets of the Partnership are insufficient to pay and discharge all unsecured obligations and liabilities of the Partnership authorized in accordance with this Partnership Agreement and upon which recourse may be had against the Partners personally, the Partners shall (i) contribute to the capital of the Partnership in accordance with their respective Partnership Interests, the amount required by the Partnership to pay and discharge in full all of such obligations and liabilities of the Partnership.

14. Miscellaneous.

The rights and obligations of the Partner in the Partnership shall be governed by and construed in accordance with the laws of the State of New York. This Partnership Agreement represents the entire understanding of the Partners with respect to the subject matter hereof and may not be altered, modified or amended except by a further writing signed by all of the Partners. This Partnership Agreement shall be binding upon each of the Partners, their respective heirs, successors, assigns and transferees. No Partner may assign or otherwise transfer his any right or interest in or to his Partnership Interest or this Partnership Agreement to any third party without the prior written consent of each other Partner; provided, however, upon the death of a Partner, such Partner may bequeath his entire Partnership Interest to one or more transferees, each of whom shall succeed to the Partnership Interest of the deceased Partner subject to all of the terms and conditions of this Agreement. Any and all notices required hereunder shall be in writing and personally delivered with an appropriate receipt obtained or sent by United States mail, postage prepaid, certified or registered, return receipt requested, to the respective addresses of the parties first above written or such other address as any party hereto may from time to time designate by written notice to each other party for such purpose. The captions of this Agreement are for convenience of reference only and shall not effect the construction or interpretation of any portion of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the context and/or identity of the party or parties may require. This Agreement may be executed in one or more counterparts which, when signed, shall constitute one agreement.

IN WITNESS WHEREOF, this Partnership Agreement has been executed the date and year first above written.

NAME