1 EXHIBIT 2.02 AGREEMENT OF LIMITED PARTNERSHIP OF ST. JOE/CNL REALTY GROUP, LTD., A FLORIDA LIMITED PARTNERSHIP

1
EXHIBIT 2.02

AGREEMENT OF LIMITED PARTNERSHIP OF

ST. ▇▇▇/CNL REALTY GROUP, LTD.,

A FLORIDA LIMITED PARTNERSHIP

DATED AS OF

DECEMBER 3, 1997

TABLE OF CONTENTS

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ARTICLE ONE - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1 "Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 "Adjusted Capital Account Deficit" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.3 "Adjusted Capital Contributions" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.4 "Affiliate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.5 "Annual Partnership Business Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.6 "Assignee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.7 "Authorized Representative" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.8 "Bankrupt Partner" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.9 "Budget" or "Budgets" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.10 "Capital Account" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.11 "Capital Contribution" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.12 "Capital Proceeds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.13 "Carrying Value" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.14 "Cash Flow" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.15 "CCP" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.16 "CCP Management Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.17 "Central Florida Region" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.18 "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.19 "Contributed Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.20 "Controllable Costs" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.21 "Corporate Facilities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.22 "Debenture" or "Debentures" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.23 "Event of Bankruptcy" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.24 "Fair Value" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.25 "Income Tax Regulations" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.26 "IRS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.27 "Management Committee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.28 "Managing Partner" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.29 "Material" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.30 "Material Adverse Effect" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.31 "Nonrecourse Deductions" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.32 "Nonrecourse Liability" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.33 "Partner" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.34 "Partner Nonrecourse Debt Minimum Gain" . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.35 "Partner Nonrecourse Debt" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.36 "Partner Nonrecourse Deductions" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.37 "Partnership Budget" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.38 "Partnership Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

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TABLE OF CONTENTS (cont'd)

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Section 1.39 "Partnership Minimum Gain" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.40 "Percentage Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.41 "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.42 "Plan" or "Plans" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.43 "Project Budget" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.44 "Project Financing" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.45 "Project Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.46 "Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.47 "Subsidiary" or "Subsidiaries" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.48 "Substitute Limited Partner" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE TWO - ORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.1 Formation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.2 Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.3 Foreign Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.4 Effective Date; Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.5 Scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE THREE - NAME AND PRINCIPAL OFFICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.1 Name and Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.2 Fictitious Names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE FOUR - PURPOSES AND POWERS OF THE PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.1 Purposes of the Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.2 Powers of the Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.3 First Option as to Potential Property Acquisition, Development and Other Opportunities . . 12

ARTICLE FIVE - CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 5.1 Limited Partners' Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 5.2 General Partners' Capital Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 5.3 Liability of Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 5.4 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.5 Additional Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.6 Repayment of Capital Contributions of Limited Partners; Distributions and Withdrawals . . . 14
Section 5.7 No Priorities among Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

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Section 5.8 Agreement to Fund Capital Contributions to Subsidiaries . . . . . . . . . . . . . . . . . . 14
Section 5.9 Additional Required Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE SIX - ALLOCATION OF NET PROFIT AND LOSS; DISTRIBUTIONS; ACCOUNTING . . . . . . . . . . . . . . . . . . . . . 17
Section 6.1 Allocation of Net Profit and Loss and Capital Proceeds . . . . . . . . . . . . . . . . . . 17
Section 6.2 Distributions of Capital Proceeds and Cash Flow . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.3 Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.4 Capital Accounts; Capital Account Adjustments; 704(c) Tax Allocations . . . . . . . . . . . 19
Section 6.5 Special Allocation Provisions 21
Section 6.6 Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.7 Charges Carried Against Capital Accounts; Deficit Restoration Obligation . . . . . . . . . 22
Section 6.8 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 6.9 Interest of the General Partners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE SEVEN - MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 7.1 Management of Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 7.2 Day-to-Day Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.3 Duties of the Managing Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.4 Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 7.5 Compensation of the Managing Partner; Affiliated Contracts . . . . . . . . . . . . . . . . 29
Section 7.6 Budgets and Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE EIGHT - RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.1 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.2 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.3 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.4 Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE NINE - MEETINGS OF THE PARTNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 9.1 Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 9.2 Meetings of the Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 9.3 Amendment of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

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ARTICLE TEN - RESTRICTIONS ON TRANSFERS OF INTEREST IN THE PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . 35
Section 10.1 Restrictions of Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 10.2 Transfer of Limited Partners' Partnership Interests . . . . . . . . . . . . . . . . . . . . 35
Section 10.3 Conditions and Effect of Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 10.4 Liabilities of Transferring Limited Partners . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.5 Record Owner of Partnership Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.6 Admission of Additional Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.7 Death, Incompetency, or Dissolution of a Limited Partner . . . . . . . . . . . . . . . . . 37

ARTICLE ELEVEN - ADDITION OR WITHDRAWAL OF A GENERAL PARTNER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.1 Additional General Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.2 Withdrawal, Default or Insolvency of a General Partner; Purchase Option . . . . . . . . . . 38
Section 11.3 Mediation of Disputes; Reciprocal Purchase Rights . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE TWELVE - DISSOLUTION OF THE PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 12.1 Dissolution; Winding Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 12.2 Liquidation of Assets; Payment of Debts . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 12.3 Debts to Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 12.4 Distributions to Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 12.5 Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 12.6 Final Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE THIRTEEN - INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 13.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 13.2 Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 13.3 Advancement of Legal Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 13.4 Liability of Exculpated Parties and Partners . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE FOURTEEN - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 14.1 Reliance Upon General Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 14.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 14.3 Section Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 14.4 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 14.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

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Section 14.6 Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 14.7 Counterpart Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 14.8 Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 14.9 Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 14.10 Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 14.11 Amendment, Waiver or Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 14.12 Strict Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 14.13 Costs of Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 14.14 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 14.15 Entire Agreement; Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . 50

EXHIBIT A - DEVELOPMENT OPPORTUNITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

EXHIBIT B - FORM OF DEBENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

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AGREEMENT OF LIMITED PARTNERSHIP OF

ST. ▇▇▇/CNL REALTY GROUP, LTD.,

A FLORIDA LIMITED PARTNERSHIP

THIS AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") is made and
entered into effective this 3rd day of December, 1997, by and between ST. ▇▇▇
CENTRAL FLORIDA MANAGEMENT, INC., a Florida corporation ("St. ▇▇▇ Management"),
and CNL CORPORATE VENTURE, INC., a Florida corporation ("CNL Venture"), as
General Partners, and ST. ▇▇▇ CENTRAL FLORIDA DEVELOPMENT, INC. a Florida
corporation ("St. ▇▇▇ Development") and CNL CORPORATE VENTURE I, INC., a
Florida corporation ("CNL Venture I"), as Limited Partners. The General
Partners and the Limited Partners are sometimes hereinafter referred to
individually as a "Partner" and collectively as the "Partners."

WHEREAS, the Partners have elected to form a limited partnership (the
"Partnership") under the Florida Revised Uniform Limited Partnership Act for
the purposes set forth in Section 4.1 hereinbelow; and

NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

Section 1.1 "Act" means the Florida Revised Uniform Limited
Partnership Act (1986), as amended.

Section 1.2 "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 crediting such Capital
Account for any amounts the Partner is deemed obligated to restore pursuant to
the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the
Income Tax Regulations, this Agreement or otherwise, and debiting such Capital
Account for the items described in Sections 1.704-1(b)(2)(ii)(d)(4),
1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Income Tax
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
Income Tax Regulations and shall be interpreted consistently therewith.

Section 1.3 "Adjusted Capital Contributions" means the excess of
(a) each Partner's total capital contributions to the Partnership over (b) the
prior total distributions to each Partner pursuant to Sections 6.2 and 12.4
hereof.
8

Section 1.4 "Affiliate" means, with respect to any Partner, (a)
any Person that directly or indirectly controls, is controlled by, or is under
common control with, such Partner; (b) any entity of which a Partner owns five
percent (5%) or more of the outstanding voting power; and (c) any entity of
which a Partner is an officer, director or general partner. As used in this
definition of "Affiliate," the term "control" means possessing, directly or
indirectly, the power for any reason whatsoever to direct or cause the
direction of the management and policies of an entity. Partners shall be
treated as affiliates for purposes of this Agreement. With respect to St. ▇▇▇
Management and St. ▇▇▇ Development, "Affiliate" shall not include the ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ Testamentary Trust.

Section 1.5 "Annual Partnership Business Plan" means the annual
business plan for the operation of the Partnership which is described in
Section 7.6(a) hereinbelow and approved by the Management Committee or General
Partners.

Section 1.6 "Assignee" means a Person who has acquired a
beneficial interest in the Partnership, but who is not a Substitute Limited
Partner.

Section 1.7 "Authorized Representative" means the Person
appointed by each General Partner to represent, manage the interests of, speak
for, and act on behalf of such General Partner as described in Section 7.1
hereinbelow.

Section 1.8 "Bankrupt Partner" means any Partner (a) that (i)
makes a general assignment for the benefit of creditors; (ii) files a voluntary
bankruptcy petition; (iii) becomes the subject of an order for relief or is
declared insolvent in any federal or state bankruptcy or insolvency
proceedings; (iv) files a petition or answer seeking for the Partner a
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any law; (v) files an answer or other
pleading admitting or failing to contest the material allegations of a petition
filed against the Partner in a proceeding of the type described in subclauses
(i) through (iv) of this clause (a); or (vi) seeks, consents to, or acquiesces
in the appointment of a trustee, receiver, or liquidator of the Partner or of
all or any substantial part of the Partner's properties; or (b) against which,
a proceeding seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any law has been commenced
and sixty (60) days have expired without dismissal thereof or with respect to
which, without the Partner's consent or acquiescence, a trustee, receiver, or
liquidator of the Partner or of all or any substantial part of the Partner's
properties has been appointed and sixty (60) days have expired without the
appointments having been vacated or stayed, or sixty (60) days have expired
after the date of expiration of a stay, if the appointment has not previously
been vacated.

Section 1.9 "Budget" or "Budgets" mean, individually or
collectively as the context may require, Partnership Budgets and Project
Budgets.

Section 1.10 "Capital Account" means, as to any Partner, the
account maintained for such Partner pursuant to Section 6.4 hereof, as adjusted
from time to time.

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Section 1.11 "Capital Contribution" means, with respect to any
Partner, the initial Fair Value of any Contributed Property with respect to the
Percentage Interest in the Partnership held by such Partner. The principal
amount of a promissory note which is not readily tradeable on an established
securities market and which, subject to the agreement of all of the General
Partners, is contributed to the Partnership by the maker of the note shall not
be included in the Capital Account of any Partner until the Partnership makes a
taxable disposition of the note or until (and to the extent) principal payments
are made on the note, all in accordance with Income Tax Regulations Section
1.704(b)(2)(iv)(d)(2). The initial Capital Contributions are set forth in
Article Five hereinbelow.

Section 1.12 "Capital Proceeds" means the proceeds received by the
Partnership derived from (a) dividends or distributions paid by a Subsidiary or
any other entity, (b) the sale, exchange or other disposition by the
Partnership or any Subsidiary of all or any portion of the assets of the
Partnership or such Subsidiary, other than in the ordinary course of the
business of the Partnership or such Subsidiary, (c) any mortgage financing or
refinancing of any mortgage loans on any Property by a Subsidiary, or (c) any
condemnation, casualty insurance or any other nonrecurring proceeds not used
for the restoration of any Property by a Subsidiary.

Section 1.13 "Carrying Value" means (a) with respect to
Contributed Property, the Fair Value of such property reduced (but not below
zero) by all amortization, depreciation and cost recovery deductions charged to
the Partners' Capital Accounts with respect to such property, as well as any
other charges for sales, retirements and other dispositions of assets included
in a Contributed Property, as of the time of determination, and (b) with
respect to any other property, the adjusted basis of such property for federal
income tax purposes as of the time of determination. The Carrying Value of any
property shall be adjusted in accordance with the principles set forth in
Article Six hereinbelow.

Section 1.14 "Cash Flow" means the net taxable income or loss of
the Partnership for federal income tax purposes, other than "Capital Proceeds,"
plus the amount of all depreciation and any other noncash charges deducted in
determining taxable income or loss, less (a) the amount of all expenditures
which are not deductible for federal income tax purposes, (b) a reasonable
reserve for such business needs of the Partnership as taxes, insurance,
maintenance, repairs and replacement of capital items and other amounts as
reasonably determined by the Managing Partner, offset by amounts currently
included in taxable income or loss which were previously reserved, (c) a
reserve for budgeted expenditures, and, in accordance with Section
1.704-1(b)(2)(iv)(d)(2) of the Income Tax Regulations, offset by amounts
currently included in taxable income or loss which were previously reserved,
(d) a predevelopment reserve for future projects which may be undertaken by
Subsidiaries in an amount reasonably determined by the Management Committee,
and (e) repayments on all indebtedness.

Section 1.15 "CCP" means CNL Corporate Properties, Inc., an
Affiliate of CNL Venture and CNL Venture I.

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Section 1.16 "CCP Management Agreement" means the management
agreement between the Partnership and CCP, pursuant to which CCP shall manage
the business and affairs of the Partnership as described in Section 7.5
hereinbelow.

Section 1.17 "Central Florida Region" means the following counties
in the state of Florida: Lake, Seminole, Orange, Osceola, Sumter, Hernando,
Pasco, Hillsborough, Pinellas, Polk, Hardee, De ▇▇▇▇, Highlands, Manatee,
Sarasota, Volusia and Brevard.

Section 1.18 "Code" means the Internal Revenue Code of 1986, as
amended or superseded from time to time.

Section 1.19 "Contributed Property" means each Partner's interest
in property or other consideration (excluding services) contributed to the
Partnership by such Partner.

Section 1.20 "Controllable Costs" means the costs or expenses
related to the development, construction, or operation of a project undertaken
by a Subsidiary the incurrence or magnitude of which is within the direct
control and discretion of the Managing Partner; provided, however, a cost or
expense which is reasonably required to be incurred in order to comply with
terms and parameters of a Project Plan approved by the Management Committee or
General Partners or any contract, agreement, lease or other obligation of the
Partnership or any Subsidiary which was generally or specifically approved by
the Management Committee, General Partners, or Authorized Representatives as
part of a Project Plan or Project Budget will not be deemed a "Controllable
Cost". "Controllable Costs" shall not include any cost or expense which is
reasonably incurred or reasonably required to be incurred, or which increases,
as a result of or in connection with conditions or occurrences which change,
arise or are discovered during the development, construction or operation of a
project that are not within the direct control by the Managing Partner,
including, but not limited to, general economic conditions, general increases
in the cost of utilities, insurance or taxes of any nature, the adoption by any
governmental entity or agency having jurisdiction over the project of any law,
regulation, ordinance, guideline or requirement, or any amendment to any of the
foregoing, related to the development, construction or operation of the
project, labor trouble or strikes, the occurrence of any uninsured loss,
damage, casualty, or personal injury, natural occurrences and calamities or
acts of God (whether or not covered by insurance), civil unrest, riots or acts
of war or a public enemy (whether or not covered by insurance), breaches or
violations of laws, regulations, ordinances, guidelines or requirements by any
Person other than the Managing Partner and CCP, environmental or other
conditions related to the Property which were not or had not been discovered at
the time the applicable Project Plan and Project Budget was approved by the
Management Committee or General Partners, or cost increases imposed by any
Person providing materials, labor or services in connection with a project
which cannot reasonably be mitigated within the scope and parameters of the
applicable Project Plan.

Section 1.21 "Corporate Facilities" means office buildings,
industrial space and flex space, but shall not include medical or medical
office buildings.

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Section 1.22 "Debenture" or "Debentures" mean, individually or
collectively as the context may require, the Partnership's 10% Subordinated
Debentures due 2004 issued to St. ▇▇▇ Management and CNL Venture in the
aggregate face amounts of $25,000,000 and $5,000,000, respectively, as provided
in Section 5.9 hereinbelow.

Section 1.23 "Event of Bankruptcy" means any event that causes a
Partner to be deemed a Bankrupt Partner under Section 1.6.

Section 1.24 "Fair Value" means the value determined in accordance
with the terms of Section 11.2(d) hereinbelow.

Section 1.25 "Income Tax Regulations" means the Income Tax
Regulations promulgated under the Code as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations).

Section 1.26 "IRS" means the Internal Revenue Service.

Section 1.27 "Management Committee" means the committee comprised
of three Persons appointed by CNL Venture and three Persons appointed by St.
▇▇▇ Management which is responsible for the overall management and control of
the business and affairs of the Partnership.

Section 1.28 "Managing Partner" means CNL Venture.

Section 1.29 "Material" means, with respect to a Partnership
Budget, an aggregate overage of costs, expenses or expenditures of the
Partnership exceeding ten percent (10%) of the total amount of costs, expenses
and expenditures provided for in such Partnership Budget, and, with respect to
a Project Budget, an aggregate overage of Controllable Costs related to the
project which is the subject of the Project Budget exceeding five percent (5%)
of the total amount of costs, expenses and expenditures provided for in such
Project Budget. The defined term "Material" shall have no application in any
context other than as relates to a Budget.

Section 1.30 "Material Adverse Effect" means any circumstances,
developments, occurrences, state of facts or matters which have, or would
reasonably be expected to have, a material adverse effect in respect of the
operations, properties, assets, condition (financial or otherwise), results,
plans, strategies or prospects of the business of the Partnership taken as a
whole.

Section 1.31 "Nonrecourse Deductions" shall have the meaning set
forth in Section 1.704-2(b)(1) of the Income Tax Regulations. The amount of
Nonrecourse Deductions for a Partnership fiscal year equals the excess, if any,
of the net increase, if any, in the amount of Partnership Minimum Gain during
that fiscal year over the aggregate amount of any distributions during that
fiscal year of proceeds of a Nonrecourse Liability that are allocable to

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an increase in Partnership Minimum Gain, determined according to the provisions
of Section 1.704-2(c) of the Income Tax Regulations.

Section 1.32 "Nonrecourse Liability" shall have the meaning set
forth in Sections 1.704-2(b)(3) and 1.752- 1(a)(2) of the Income Tax
Regulations.

Section 1.33 "Partner" means any Person executing this Agreement
as of the date of this Agreement as a member of the Partnership or hereafter
admitted to the Partnership as a Substitute Limited Partner as provided in this
Agreement, but does not include any Assignee or any Person who has ceased to be
a Partner of the Partnership.

Section 1.34 "Partner Nonrecourse Debt Minimum Gain" means an
amount, with respect to each Partner Nonrecourse Debt, determined in accordance
with Section 1.704-2(i) of the Income Tax Regulations.

Section 1.35 "Partner Nonrecourse Debt" shall have the meaning set
forth in Section 1.704-2(b)(4) of the Income Tax Regulations.

Section 1.36 "Partner Nonrecourse Deductions" shall have the
meaning set forth in Section 1.704-2(i)(1) of the Income Tax Regulations. The
amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse
Debt for a Partnership fiscal year equals the excess, if any, of the net
increase, if any, in the amount of Partner Nonrecourse Debt Minimum Gain
attributable to such Partner Nonrecourse Debt during that fiscal year over the
aggregate amount of any distributions during the fiscal year to the Partner
that bears the economic risk of loss for such Partner Nonrecourse Debt to the
extent such distributions are from the proceeds of such Partner Nonrecourse
Debt and are allocable to an increase in Partner Nonrecourse Debt Minimum Gain
attributable to such Partner Nonrecourse Debt, determined in accordance with
Section 1.702-2(i)(2) of the Income Tax Regulations.

Section 1.37 "Partnership Budget" means the annual operational
budget for the Partnership as described in Section 7.6(a) hereinbelow which is
approved by the Management Committee or the General Partners.

Section 1.38 "Partnership Interest" means, with respect to any
Partner, any interest whatsoever of such Partner in the Partnership, including,
but not limited to, a Partner's Percentage Interest.

Section 1.39 "Partnership Minimum Gain" shall have the meaning set
forth in Section 1.704-2(b)(2) of the Income Tax Regulations and shall be
determined in accordance with Section 1.704-2(d) of the Income Tax Regulations.

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Section 1.40 "Percentage Interest" means, with respect to any
Partner, such Partner's percentage profits interest in the Partnership. Each
Partner's Percentage Interest is expressed as a percentage of one hundred
percent (100%).

Section 1.41 "Person" means any individual, partnership, firm,
limited liability company, corporation, trust, association or other legal
entity.

Section 1.42 "Plan" or "Plans" mean, individually or collectively
as the context may require, Annual Partnership Business Plans and Project
Plans.

Section 1.43 "Project Budget" means any development budget as
described in Section 7.6(b) hereinbelow which is approved by the Management
Committee or the General Partners for any project undertaken by a Subsidiary.

Section 1.44 "Project Financing" means financing, refinancing or
indebtedness obtained or incurred by or on behalf of any Subsidiary to fund
acquisition, development, construction, operational or other costs and expenses
related to any project undertaken by such Subsidiary as approved by the General
Partners or Management Committee.

Section 1.45 "Project Plan" means any business or development plan
as described in Section 7.6(b) hereinbelow which is approved by the Management
Committee or the General Partners for any project undertaken by a Subsidiary.

Section 1.46 "Property" means, collectively and individually, all
of the real property owned by the Subsidiaries, together with all tangible and
intangible personal property and rights relating thereto.

Section 1.47 "Subsidiary" or "Subsidiaries" means, individually
and collectively, the wholly or majority owned entities formed or acquired by
the Partnership for the purposes generally described in Section 4.1 below.

Section 1.48 "Substitute Limited Partner" means any Person not a
Person executing this Agreement as of the date of this Agreement to whom all or
any portion of a Partnership Interest of a Limited Partner has been transferred
and who has been admitted to the Partnership as a Substitute Limited Partner
pursuant to and in accordance with the provisions of Article Ten hereinbelow.

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ARTICLE TWO

ORGANIZATION

Section 2.1 Formation. The parties hereto do hereby confirm the
formation of the Partnership pursuant to the provisions of the Act by the
filing of an Affidavit and Certificate of Limited Partnership on the date
hereof, and agree that the Partnership shall be governed by the terms and
conditions of this Agreement. The parties agree that they shall promptly file
any additional or supplemental amended Affidavit and Certificate of Limited
Partnership as may be required by the appropriate office in the State of
Florida, and in such other offices as may be required, and that the parties
shall comply with the other provisions and requirements of the Act as in effect
in Florida, which Act shall govern the rights and liabilities of the Partners
except as herein or otherwise expressly stated.

Section 2.2 Filings. The General Partners shall file, record,
and publish such certificates and other documents as may be necessary and
appropriate to comply with the requirements for the organization and operation
of a limited partnership under the Act.

Section 2.3 Foreign Qualification. In the event that the
business of the Partnership shall be carried on or conducted in other states in
addition to the State of Florida, then the parties agree that this Partnership
shall exist or shall be qualified under the laws of each such additional state
in which business is actually conducted by the Partnership, and they severally
agree to execute and authorize the General Partners to execute on their behalf
or on behalf of the Partnership such other and further documents as may be
necessary or appropriate to permit the General Partners to qualify this
Partnership, or otherwise comply with requirements for the formation and
organization of a limited partnership in all such states.

Section 2.4 Effective Date; Term. The Partnership shall be
effective as of the date of this Agreement and shall continue in existence
until December 31, 2025, unless sooner terminated pursuant to the terms of this
Agreement or by law (the "Term").

Section 2.5 Scope. The purpose, authority and scope of the
Partnership shall extend no further than the purposes set forth in Article
Four. This Agreement shall not be deemed or construed to create a relationship
between the Partners with respect to any activities whatsoever except for those
activities required for the accomplishment of the Partnership's purposes as
specified in Article Four.

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ARTICLE THREE

NAME AND PRINCIPAL OFFICE

Section 3.1 Name and Office. The name of the Partnership is "St.
▇▇▇/CNL Realty Group, Ltd." Its principal office shall be at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address as the
Managing Partner notifies each Partner in writing in accordance herewith. The
address of the registered office of the Partnership in the State of Florida is
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other
address as the General Partners notify each Limited Partner in writing in
accordance herewith. The registered agent of the Partnership in Florida shall
be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. The General Partners also shall have the right, without
notice to the Limited Partners, to establish a registered office or offices in
such other states as the General Partners deem necessary in order to qualify
the Partnership under the laws of any additional state in which the Partnership
actually conducts business.

Section 3.2 Fictitious Names. The business of the Partnership
shall be conducted under the name listed above or under such other names as the
General Partners deem appropriate to comply with the laws of any state in which
the Partnership does business. The General Partners shall execute and file in
the proper offices such certificates as may be required by the Fictitious Name
Statute, Assumed Name Act, or similar law in effect in the counties and other
governmental jurisdictions in which the Partnership may elect to conduct
business.

ARTICLE FOUR

PURPOSES AND POWERS OF THE PARTNERSHIP

Section 4.1 Purposes of the Partnership. The Partners have
formed the Partnership to engage, solely through Subsidiaries, in the following
activities: acquiring, financing, developing, leasing, maintaining, owning,
operating, managing, enhancing, and/or disposing of (a) multi- and single
tenant Corporate Facilities in the Central Florida Region, (b) single tenant
Corporate Facilities throughout the United States, and (c) other projects in
the Central Florida Region in which a Subsidiary will act as a master
developer. The Partnership may also (y) engage in such other lawful activities
as the General Partners determine from time to time, and (z) do any and all
things necessary or incidental to any of the foregoing.

Section 4.2 Powers of the Partnership. The Partnership shall be
empowered to do or cause to be done, or not to do, any and all acts deemed by
the General Partners to be necessary or appropriate or in furtherance of the
purpose of the Partnership, including, without limitation, the power and
authority:

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(a) to cause the Subsidiaries to purchase, hold,
develop, construct, operate, refinance or resell real property, consistent with
the purposes of the Partnership and otherwise as determined by the General
Partners;

(b) to finance all or any of its or any
Subsidiary's activities authorized under the provisions of this Agreement by
secured or unsecured indebtedness from affiliated or unaffiliated lenders and,
in connection therewith, to issue evidences of indebtedness and to execute and
deliver guarantee instruments and security instruments of every nature and kind
as security therefor and to prepay, refinance, and recast any debt or other
lien, subject to the limitations contained in this Agreement;

(c) to make such elections under the Code as to
the treatment of items of Partnership income, gain, loss, deduction and credit,
as to all relevant matters as the General Partners believe necessary,
desirable, or beneficial to the Partners (the General Partners shall make a
Section 754 election at the request of any Partner);

(d) to purchase from others (except the General
Partners or their Affiliates unless approved by each General Partner) or to
elect not to purchase from others, at the expense of the Partnership, contracts
of liability, casualty, and other insurance which the General Partners deem, in
their sole discretion, to be advisable, appropriate, or convenient for the
protection of the assets or affairs of the Partnership or for any purpose
convenient or beneficial to the Partnership;

(e) to employ, at the expense of the Partnership,
Persons, including Affiliates, for the operation and management of the
Partnership and its Subsidiaries on such terms and for such compensation as the
General Partners deem, in their absolute discretion, to be in the best interest
of the Partnership;

(f) to designate the depository or depositories
in which all bank accounts of the Partnership shall be kept and the Person or
Persons upon whose signature withdrawals therefrom shall be made;

(g) to prosecute, defend, settle, compromise, or
submit to arbitration, at the Partnership's expense, any suits, actions, or
claims at law or in equity to which the Partnership is a party or by which it
is affected, as may be necessary, proper, or convenient, and to satisfy out of
Partnership funds any judgment, decree, or decision of any court, board,
agency, or authority having jurisdiction, or any settlement of any suit,
action, or claim prior to judgment or final decision thereon;

(h) 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 the Partnership, and to incur

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recording fees, insurance premiums, and similar expenses in connection with the
business of the Partnership;

(i) to employ Persons, at the expense of the
Partnership, to perform administrative, legal, and independent accounting
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;

(j) to distribute among the Partners, to the
extent deemed prudent or advisable in the sole discretion of the General
Partners, Cash Flow, including cash generated from the operations of the
Partnership, and Capital Proceeds or, in the discretion of the General
Partners, to utilize all or any portion thereof to satisfy Partnership
obligations, expenses, and reserves;

(k) to sell, lease, exchange, mortgage, transfer,
convey or otherwise dispose of all or any portion of the assets of the
Partnership, including, but not limited to, interests in any Subsidiary, and to
cause any Subsidiary to sell, lease, exchange, mortgage, transfer, convey or
otherwise dispose of all or any portion of any of its assets, including, but
not limited to, any Property, subject to the limitations contained elsewhere in
this Agreement or in other agreements to which the Partnership is bound, if
such transactions are deemed by the General Partners to be in the best interest
of the Partnership;

(l) to establish any reserves deemed necessary or
advisable by the General Partners, and invest such funds as temporarily are not
required for Partnership purposes in short-term, highly liquid investments,
including, without limitation, certificates of deposit, United States Treasury
bills or bonds, money market funds, and obligations of a financial institution;

(m) to engage in such other businesses,
activities, and transactions similar in nature and scope to those described in
this Article Four as the General Partners from time to time may determine to be
necessary or appropriate in furtherance of the purpose of the Partnership;

(n) to enter into such agreements, contracts,
documents, leases, mortgages, and instruments and to give such receipts,
releases, and discharges with respect to all of the foregoing and any matters
incident thereto, as the General Partners may deem advisable, appropriate or
convenient; and

(o) to execute, deliver, perform, and carry out
all contracts, agreements, and undertakings of every kind, pay all amounts
required by this Agreement or by applicable law, and engage in all activities
and transactions as may in the opinion of the General Partners be necessary,
incidental, or advisable to the accomplishment of the Partnership's purposes or
in

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connection with any of the foregoing, subject in each case to the limitations
contained in this Agreement.

Section 4.3 First Option as to Potential Property Acquisition,
Development and Other Opportunities.

(a) Each General Partner will present, and cause
its majority or wholly owned Affiliates (except, with respect to St. ▇▇▇
Management, Florida East Coast Industries, Inc.) to present, and use its best
efforts to cause each other of its Affiliates (including, with respect to St.
▇▇▇ Management, Florida East Coast Industries, Inc.) to present, to the
Partnership during the term of this Agreement on a right of first option basis
all opportunities identified, optioned, acquired or presently held by such
General Partner or its Affiliates with respect to acquiring, financing,
developing, leasing, maintaining, owning, operating, managing, enhancing,
and/or disposing of (i) multi- and single tenant Corporate Facilities in the
Central Florida Region, (ii) other projects in the Central Florida Region for
which a Subsidiary could potentially act as a master developer; provided these
projects are primarily comprised of Corporate Facilities, (iii) development
opportunities with respect to subsections (i) and (ii) hereinabove obtained
through referrals by existing or future clients of the retail, restaurant,
hospitality or healthcare groups of Affiliates of CNL Venture and cultivation
of the "▇▇▇▇▇▇" relationship of such Affiliates.

(b) Nothing hereinabove shall preclude any
Partner or its Affiliates from entering into transactions or ventures with
other parties to acquire, finance, develop, lease, maintain, own, operate,
manage, enhance or dispose of Corporate Facilities outside of the Central
Florida Region, or engage in any other activities outside the Central Florida
Region, however, each Partner may, at its sole and absolute option, present to
the Partnership any such opportunity for consideration and a determination of
whether the Partnership shall, through a Subsidiary, pursue such opportunity.

(c) As of the date hereof, CNL has undertaken
certain projects which will be presented to the Partnership for consideration.
In connection therewith, upon the execution hereof, CNL will present to the
Partnership the potential projects described on Exhibit A attached hereto and
incorporated herein by reference.

(d) For any opportunity or project presented to
the Partnership for consideration under subsections (a), (b) or (c) above, the
non-presenting General Partner (or its Authorized Representative) shall have
the sole right to determine on behalf of the Partnership whether to pursue such
opportunity or project, provided that such determination shall be made within
ten (10) business days following the presentation of such opportunity or
project to the Partnership (the "Project Approval Period"). Notwithstanding
anything in this Agreement to the contrary, the Partnership shall undertake and
pursue any such opportunities or projects presented to it upon the approval of
the non- presenting General Partner (or its Authorized Representative). In the
event the non-presenting General Partner (or its Authorized Representative)
rejects or does not approve the pursuit of any opportunity or project presented
to Partnership within the Project

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Approval Period, the presenting General Partner or its Affiliates shall have
the sole and absolute right to pursue such opportunity or project for its own
account regardless of whether such opportunity or project will compete with the
Partnership or any Subsidiary or create a Material Adverse Effect. All
approvals or rejections of opportunities or projects presented to the
Partnership under this Section 4.3 (other than rejections due to the expiration
of the Project Approval Period) shall be effective upon notification in writing
to the presenting General Partner in accordance with Section 14.2 hereinbelow.

In no event shall any Partner engage or cause
its Affiliates (which, for this purpose, shall not include Florida East Coast
Industries, Inc.) to engage or participate, directly or indirectly, in any
activity, business, transaction or project within the Central Florida Region
which is similar in nature or scope to any activity, business, transaction or
project of the Partnership in the Central Florida Region as described in this
Article Four, or which will compete with any activity, business, transaction or
project of the Partnership or its Subsidiaries in the Central Florida Region,
without the express written consent of all of the General Partners. The
presentation of a potential project to the Partnership and the rejection or
failure by the non-presenting General Partner (or its Authorized
Representative) to approve the pursuit of any opportunity or project presented
to Partnership within the Project Approval Period shall be deemed to satisfy
the requirement of express written consent for purposes of this Section. It is
the intention of the Partners that, except as otherwise set forth herein, the
exclusive opportunity of the Partners and their Affiliates to engage or
participate in any activity, business, transaction or project which is similar
in nature or scope to those of the Partnership and its Subsidiaries in the
Central Florida Region as described in this Article Four is through the
Partnership and the Subsidiaries.

ARTICLE FIVE

CAPITALIZATION

Section 5.1 Limited Partners' Capital Contributions. Each of the
Limited Partners have contributed or shall, upon the request of the General
Partners, contribute to the Partnership the sum of $980,000 as its Capital
Contribution in consideration of which such Limited Partner shall receive a
Percentage Interest equal to 49%.

Section 5.2 General Partners' Capital Contributions. Each of the
General Partners have contributed to the Partnership the sum of $20,000 as its
Capital Contributions in consideration of which such General Partner shall
receive a Percentage Interest equal to 1%.

Section 5.3 Liability of Limited Partners. Except as otherwise
provided in Section 8.1, Limited Partners shall not be liable to the
Partnership beyond the amount of their Capital Contributions, nor shall they be
personally liable for any liabilities, contracts, or obligations of the
Partnership. It is the intent of the Partners that no distribution (or any
part of a distribution)

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made to any Limited Partner pursuant to Article Six of this Agreement shall be
deemed a return or withdrawal of capital, even if such distribution represents
(in full or in part) an allocation of depreciation or any other non-cash item
accounted for as a loss or deduction from or offset to the Partnership's
income, and that no Limited Partner shall be obligated to pay any such amount
to or for the account of the Partnership or any creditor of the Partnership.
Further, no Limited Partner may be assessed for amounts beyond their related
Capital Contributions without the consent of all of the General Partners and
all of the Limited Partners.

Section 5.4 Interest. Interest earned on Partnership funds shall
inure to the benefit of the Partnership, and the Partners shall not receive
interest on their Capital Accounts or Capital Contributions.

Section 5.5 Additional Capital Contributions. No Partner shall
be required to make any additional Capital Contributions beyond the amount of
such Partner's initial Capital Contribution, unless otherwise determined by the
General Partners, whereupon the Partners shall make additional Capital
Contributions to the Partnership pro rata in accordance with each Partner's
respective Percentage Interest in the manner determined by the General
Partners.

Section 5.6 Repayment of Capital Contributions of Limited
Partners; Distributions and Withdrawals. Except as expressly provided in this
Agreement, no specific time has been agreed upon for the repayment of the
Capital Contributions of the Limited Partners. No Limited Partner or any
successor in interest shall have a right to withdraw or reduce any capital
contributed to the Partnership. Distributions may be made in cash or in
property, or partly in each, but no Partner shall have the right to require
that a distribution be made other than in cash except as expressly provided
otherwise in this Agreement.

Section 5.7 No Priorities among Limited Partners. Except as
expressly provided in this Agreement, no Limited Partner shall have the right
to demand or receive property other than cash in return for the Limited
Partner's Capital Contribution, nor shall any Limited Partner have priority
over any other Limited Partner as to Capital Contributions or as to
compensation by way of income.

Section 5.8 Agreement to Fund Capital Contributions to
Subsidiaries. Each of the General Partners shall fund, or cause their
Affiliates to fund, capital contributions to the Subsidiaries when and as such
Subsidiaries are formed in such amounts as the General Partners determine, but
in no event less than an aggregate of $4,000,000 for each General Partner and
their respective Affiliates. On or about the date hereof, the General Partners
have agreed to form a Subsidiary to be named "CNL Plaza, Ltd." Each General
Partner shall fund, or cause its Affiliates to fund, aggregate capital
contributions to CNL Plaza, Ltd. in the amount of $3,000,000. In lieu of cash
contributions to CNL Plaza, Ltd., CNL Venture and its Affiliates shall
contribute their entire right, title and interest in and to the project to be
initially undertaken by CNL Plaza, Ltd. (as such project is briefly described
in Section (a) of Exhibit A attached

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hereto), which contributions, the General Partners agree, have an aggregate
Fair Value of $3,000,000.

Section 5.9 Additional Required Funds.

(a) Notwithstanding the provisions of Sections
5.3, 5.5 and 5.8, in order to finance the capital requirements of the
Partnership and its Subsidiaries and to facilitate the receipt by the
Partnership and its Subsidiaries of secured third-party financing, St. ▇▇▇
Management and CNL Venture (each, a "Holder") have agreed to make lendings
(individually, a "Lending" and collectively, "Lendings") to the Partnership
under the Debentures from time to time from a date which is ten (10) days after
the date of this Agreement until the Maturity Date (as defined hereinbelow) up
to the maximum aggregate principal amount outstanding at any time of
$30,000,000 (the "Maximum Commitment"); provided that in no event shall the
amount in principal outstanding at any time from Lendings to the Partnership
exceed $25,000,000 by St. ▇▇▇ Management (the "St. ▇▇▇ Funding Obligation") and
$5,000,000 by CNL Venture (the "CNL Funding Obligation") (the St. ▇▇▇ Funding
Obligation and the CNL Funding Obligation are sometimes referred to hereinbelow
individually as a "Funding Obligation" and collectively as the "Funding
Obligations").

(b) The Debentures shall be revolving, unsecured,
fully subordinated obligations of the Partnership which shall bear interest at
the rate per annum of 10%, 8% of which shall be payable on a quarterly basis in
arrears and 2% of which shall accrue until the earlier of the maturity of the
Debentures or the date prior to the stated maturity thereof on which the
principal amounts of such Debentures are due and payable in full or otherwise
paid in full (the "Accrued Interest Allocation"). Interest shall be computed
on the basis of a year of 12 30-day months. The Accrued Interest Allocation
shall be compounded annually. The Debentures shall mature on December 3, 2004
(the "Maturity Date"). The Partnership shall be permitted to receive Lendings
under the Debentures upon fifteen (15) days' written notice to the Holders in
minimum aggregate amounts of $1,000,000 (or a lesser amount necessary to fully
fund a Debenture at the time of such Lending). Each Lending to be made
hereunder shall be made by St. ▇▇▇ Management and CNL Venture in proportion to
their respective Funding Obligations. For example, for a minimum aggregate
Lending of $1,000,000, the St. ▇▇▇ Funding Obligation would be $833,333 and the
CNL Funding Obligation would be $166,667.

In the event a Holder (the "Defaulting Holder") fails
to satisfy its Funding Obligation with respect to a Lending (a "Funding
Default"), the other Holder may, at its sole option, elect to pay the
Defaulting Holder's unpaid Funding Obligation (the "Deficiency Advance") within
twenty (20) business days following the date the Funding Obligation was to have
been satisfied. Such paying non-defaulting Holder shall automatically acquire
a lien upon the Defaulting Holder's Partnership Interest (the "Defaulted
Interest") and the Defaulting Holder's Debenture for the amount so paid, plus
interest thereon at a rate per annum of (i) the greater of the prime rate of
interest in effect on the date of the Deficiency Advance (as published in the
Wall Street Journal) plus 3%, or 15%, or (ii) the maximum rate permitted by
applicable law,

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whichever is less. The Deficiency Advance, and all accrued but unpaid interest
thereon, shall be due and payable by the Defaulting Holder upon demand by the
non-defaulting Holder. Notwithstanding anything to the contrary in this
Agreement, the Debenture Agreement or the Debentures, each Holder's obligation
to make a Lending hereunder is subject to the satisfaction by the other Holder
of its Funding Obligation with respect to such Lending. Further
notwithstanding anything to the contrary in this Agreement, neither a
Defaulting Holder nor any of such Defaulting Holder's Affiliates shall be
entitled to vote any interest which such Defaulting Holder and its Affiliates
have in the Partnership or any Subsidiary with respect to the affairs of the
Partnership or any Subsidiary, including, but not limited to, Major Decisions
or any decision to enforce the rights of the Partnership under the Debenture of
the Defaulting Holder, or otherwise to direct or control the activities of the
Partnership or any Subsidiary, whether directly or through the Management
Committee or its Authorized Representatives, until such time as the Defaulted
Interest is cured and becomes a Partnership Interest in good standing. Nothing
in this subsection 5.9(b) is intended to relieve any Holder from any obligation
to provide funds under the Debentures with respect to its Funding Obligation,
and nothing in this subsection 5.9(b) is intended to limit or restrict any
remedy or recourse the Partnership or the other Holder may have against a
Defaulting Holder, in law, equity or pursuant to other provisions of this
Agreement or the Debenture Agreement. The remedies set forth in this
subsection 5.9(b) are in addition to any other remedies allowed or available
under other provisions of this Agreement or the Debenture Agreement, by law or
in equity.

(c) Sums outstanding under the Debentures shall
be prepayable in whole or in part (in amounts of at least $1,000,000) at any
time without penalty. Sums prepaid may be reborrowed up to the Maximum
Commitment, subject to the terms and conditions set forth herein and in the
Debenture Agreement. All payments and prepayments of principal and interest
under the Debentures shall be paid to the Holders in proportion to their
respective Funding Obligations. Borrowings under the Debentures will be
unsecured obligations of the Partnership, fully subordinated to all existing
and future indebtedness of the Partnership, and non-recourse to the Partners.
The Debentures shall be issued in accordance with the specific terms and
condition of a Debenture Agreement to be executed by the Partnership and the
General Partners, the form of which is attached hereto as Exhibit B.

(d) Subject to the agreement of the General
Partners on a case by case basis, the General Partners may elect to provide to
the Partnership a guaranty or a letter of credit in response to a Lending
request of the Partnership in lieu of providing cash under the Debentures. In
the event that a General Partner is required to pay under a guaranty or a
General Partners' letter of credit is called upon, any sums paid under such
guaranty or letter of credit shall be deemed to be advances made by such
General Partner under its respective Debenture. In no event shall the
principal balance outstanding under a Debenture, together with all sums secured
by guaranties or letters of credit, exceed $25,000,000 with respect to St. ▇▇▇
Management and $5,000,000 with respect to CNL Venture.

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(e) Except as otherwise agreed to by the
Management Committee, any additional funding in excess of the Maximum
Commitment to be provided by the General Partners hereunder shall be provided
by the General Partners on an equal dollar for dollar basis and shall be
evidenced by additional debentures or evidences of indebtedness issued by the
Partnership in favor of St. ▇▇▇ Management and CNL Venture as appropriate.

(f) In addition to the foregoing, the Managing
Partner may, upon the approval of the Management Committee whether in
conjunction with the approval of a Budget or a Plan or otherwise, cause the
Partnership to borrow amounts at market terms and conditions from Affiliates or
nonaffiliates to finance Partnership operations. Notwithstanding anything in
this Agreement to the contrary, the Partnership shall be entitled to replace or
refinance indebtedness at market terms and conditions upon maturity of such
indebtedness unless the General Partners determine otherwise. CNL Financial
Corporation, an Affiliate of CNL Venture, and its Affiliates, shall have a
right of first refusal to provide to the Subsidiaries any and all Project
Financing provided that the terms and conditions of such Project Financing
shall be fair, reasonable and no less favorable to the Partnership than
reasonably could be obtained from unaffiliated Persons and provided further
that this right shall be exercised within thirty (30) days of presentation of a
proposed Project Financing to CNL Financial Corporation.

ARTICLE SIX

ALLOCATION OF NET PROFIT AND LOSS;
DISTRIBUTIONS; ACCOUNTING

Section 6.1 Allocation of Net Profit and Loss and Capital
Proceeds. The Partnership shall allocate net profits and losses as follows:

(a) Except as otherwise provided in this
Agreement, the interest of each Partner in net profit and loss of the
Partnership and each item of income, gain, loss, deduction or credit (excluding
Capital Proceeds) shall be allocated among the Partners in proportion to their
Percentage Interests.

(b) Capital Proceeds, if any, shall be allocated
among the Partners, after adjusting the Partners' Capital Accounts for profits
(excluding gain to be allocated pursuant to this Section 6.1(b)) and losses
earned or incurred by the Partnership and for Cash Flow and Capital Proceeds,
except those proceeds relating to the current allocation, available for
distribution (as though such amounts had been distributed) through the date of
such sale, exchange or other disposition and for gain previously allocated
pursuant to this Section 6.1(b), as follows: (i) first, gain shall be allocated
among those Partners, if any, with Adjusted Capital Account Deficits pro rata
with, and to the extent of the aggregate of, any such Adjusted Capital Account
Deficits; (ii) thereafter, any remaining gain shall be allocated among the
Partners in proportion to their Percentage Interests.

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(c) Notwithstanding the foregoing, if and to the
extent one or more Partners may be allocated losses without being caused
thereby to have an Adjusted Capital Account Deficit balance, no loss shall be
allocated to a Partner to the extent it would cause or increase an Adjusted
Capital Account Deficit with respect to such Partner's Capital Account.

Section 6.2 Distributions of Capital Proceeds and Cash Flow.
Subject to the rights of creditors (including Partners who have loaned amounts
to the Partnership), except as the General Partners may otherwise determine
from time to time, all Capital Proceeds shall be distributed to the Partners in
proportion to their respective Percentage Interests at the time of such
distribution at such times and in such amounts as the General Partners may
unanimously determine. All Cash Flow shall be distributed to the Partners in
proportion to their respective Percentage Interests in the Partnership at the
time of such distribution at such times and in such amounts as the General
Partners may unanimously determine, provided, however, that it is the intent,
but not the obligation, of the General Partners to distribute such Cash Flow to
the Partners on a quarterly basis (within approximately sixty (60) days
following the end of each calendar quarter).

Section 6.3 Accounting.

(a) The books of the Partnership shall be kept on
the accrual basis and in accordance with generally accepted accounting
principles consistently applied.

(b) The fiscal year of the Partnership shall be a
year ending December 31.

(c) The terms "net profits" and "net losses," as
used herein, means profits and losses as determined for federal income tax
purposes and shall also include each Partner's share of income described in
Section 705(a)(1)(B) of the Code, any expenditures described in Section
705(a)(2)(B) of the Code, any expenditures described in Section 709(a) of the
Code that have not been deducted or amortized in accordance with Section 709(b)
of the Code, losses not deductible pursuant to Sections 267(a) and 707(b) of
the Code and adjustments made pursuant to this Article Six; in such event
losses shall first be allocated to any Partners with positive Capital Account
balances, and in proportion to such balances, to the extent necessary to reduce
their positive Capital Account balances to zero. Any excess shall be allocated
among the Partners in accordance with their Percentage Interests.

(d) All costs and expenses of keeping the books
of account and the fees for accounting services shall be deemed and treated as
expenses of the Partnership. The books of account shall be closed and balanced
as of the end of each fiscal year, and the net profit or loss of the
Partnership determined as herein provided. Copies of a report of such
determination prepared by the Partnership's accountants, accompanied by a
report of federal income tax information and a schedule of the Partners'
accounts as of the end of each fiscal year, shall be furnished to each Partner.
Each Partner (and any authorized representative of a Partner) shall have the
right to examine said books of account during reasonable business hours. The

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Management Committee will select a major national accounting firm to (i) review
or audit the Partnership's books, and (ii) prepare or sign annual tax returns
for the Partnership, such outside auditor expenses to be expenses of the
Partnership.

(e) The Managing Partner, at the expense of the
Partnership, shall provide all Partners with monthly operating reports and
quarterly and annual financial statements for the Partnership, all prepared in
accordance with generally accepted accounting principles, modified to the
extent that such reports and financial statements shall only include footnotes
describing Affiliate transactions. Monthly operating reports shall be provided
within fifteen (15) days following the end of each month; quarterly financial
statements shall be provided within twenty-five (25) days following the end of
each fiscal quarter; and annual audited financial statements shall be provided
within forty-five (45) days following the end of each fiscal year.

Section 6.4 Capital Accounts; Capital Account Adjustments; 704(c)
Tax Allocations.

(a) There shall be maintained a Capital Account
for each Partner in accordance with this Section 6.4 and the principles set
forth in this Article Six. The amount of any Capital Contribution made to the
Partnership by each Partner, net of liabilities assumed by the Partnership or
to which any property so contributed is subject, shall be credited to its
Capital Account, and from time to time the share of each Partner in profits,
losses and distributions shall be credited or charged to its Capital Account.
The determination of Partners' Capital Accounts, and any adjustments thereto,
shall be made consistent with tax accounting and other principles set forth in
Section 704(b) of the Code and applicable regulations thereunder.

(b) Immediately following the transfer of any
Partnership Interest, the Capital Account of the transferee Partner shall be
equal to the Capital Account of the transferor Partner attributable to the
transferred interest and such Capital Account shall, at the request of any
Partner, be adjusted to reflect any basis adjustment under Section 743 of the
Code.

(c) For purposes of computing the amount of any
item of income, gain, deduction or loss to be reflected in the Partners'
Capital Accounts, the determination, recognition and classification of any such
item shall be the same as its determination, recognition and classification for
federal income tax purposes, taking into account any adjustments required
pursuant to Section 704(b) of the Code and the applicable regulations
thereunder as more fully described hereinbelow.

(d) For purposes of computing the amount of any
item of income, gain, deduction or loss to be reflected in the Partners'
Capital Accounts, the determination, recognition and classification of any such
item shall be the same as its determination, recognition and classification for
federal income tax purposes; provided, however, that the computation of all
items of income, gain, loss and deduction shall be made by the Partnership and,
as to those items described in Section 705(a)(1)(B) or Section 705(a)(2)(B) of
the Code, without regard to the fact

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that such items are not includable in gross income or are neither currently
deductible nor capitalizable for federal income tax purposes.

(e) Upon an issuance of additional Partnership
Interests for Contributed Property or upon adjustment of the Partners'
Percentage Interests resulting from Partner Contributions pursuant to this
Agreement, the Capital Accounts of all Partners (and the Carrying Values of all
Partnership properties) shall, immediately prior to such issuance, be adjusted
(consistent with the provisions hereof and Section 1.704-1(b)(2)(iv) of the
Income Tax Regulations) upward or downward to reflect any unrealized gain or
unrealized loss attributable to each Partnership property (as if such
unrealized gain or unrealized loss had been recognized upon an actual sale of
such property at the fair value thereof, immediately prior to such issuance or
adjustment, and had been allocated to the Partners, at such time, pursuant to
Article Six of the Agreement). In determining such unrealized gain or
unrealized loss attributable to the properties, the fair value of Partnership
properties shall be determined by the General Partners using such reasonable
methods of valuation as are appropriate under the circumstances.

(f) Immediately prior to the distribution of any
Partnership property in liquidation of the Partnership or an interest in the
Partnership, the Capital Accounts of all Partners (and the Carrying Values of
all Partnership properties) shall be adjusted (consistent with the provisions
hereof, Section 704 of the Code and Section 1.704-1(b)(2)(iv) of the Income Tax
Regulations) upward or downward to reflect any unrealized gain or unrealized
loss attributable to each Partnership property (as if such unrealized gain or
unrealized loss had been recognized upon an actual sale of each such property,
immediately prior to such distribution, and had been allocated to the Partners,
at such time, pursuant to Article Six of the Agreement). In determining such
unrealized gain or unrealized loss attributable to the properties, the fair
value of Partnership properties shall be determined by the Managing Partner
using such reasonable methods of valuation as are appropriate under the
circumstances.

(g) In accordance with Section 704(c) and the
regulations thereunder, income, gain, loss and deduction with respect to any
Contributed Property shall, solely for tax purposes, be allocated among the
Partners so as to take account of any variation between the adjusted basis of
such property to the Partnership for federal income tax purposes and its Fair
Value.

(h) In the event the Fair Value of any
Partnership asset is adjusted as described above, subsequent allocations of
income, gain, loss and deduction with respect to such asset shall take account
of any variation between the adjusted basis of such asset for federal income
tax purposes and its Fair Value in the same manner as under Section 704(c) of
the Code and the regulations thereunder.

(i) Any elections or other decisions relating to
such allocations shall be made by the General Partners in any manner that is
consistent with applicable law and regulations and reasonably reflects the
purpose and intention of this Agreement.

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Section 6.5 Special Allocation Provisions.

(a) For purposes of determining the amount of
gain or loss to be allocated pursuant to this Article Six, any basis
adjustments permitted pursuant to Section 743 of the Code shall be disregarded.

(b) Partnership income, loss, deductions and
credits shall be allocated to the Partners in accordance with the portion of
the year during which the Partners have held their respective interests. All
items of income, loss and deduction shall be considered to have been earned
ratably over the period of the fiscal year of the Partnership, except that
gains and losses arising from the disposition of assets shall be taken into
account as of the date thereof.

(c) Notwithstanding any other provision of the
Agreement, to the extent required by law, income, gain, loss and deduction
attributable to Contributed Property shall be shared among the Partners so as
to take into account any variation between the basis of the property and the
fair value of the Contributed Property at the time of contribution in
accordance with the requirements of Section 704(c) of the Code and the
applicable regulations thereunder as more fully described in Section 6.4
hereinabove.

(d) Notwithstanding any other provision of the
Agreement, in the event the Partnership is entitled to a deduction for interest
imputed under any provision of the Code on the Debentures or any other loan or
advance from a Partner (whether such interest is currently deducted,
capitalized or amortized), such deduction shall be allocated solely to such
Partner.

(e) Notwithstanding any provision of the
Agreement to the contrary, to the extent any payments in the nature of fees
made to a Partner are finally determined by the IRS to be distributions to a
Partner for federal income tax purposes, there will be a gross income
allocation to such Partner in the amount of such distribution.

(f) Notwithstanding any provision of the
Agreement to the contrary and subject to the exceptions set forth in Section
1.704-2(f)(2)-(5) of the Income Tax Regulations, 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 such Partner's share of
the net decrease in Partnership Minimum Gain determined in accordance with
Section 1.704-2(g)(2) of the Income Tax Regulations. The items to be so
allocated shall be determined in accordance with Section 1.704-2(f) of the
Income Tax Regulations. This section (f) is intended to comply with the
minimum gain chargeback requirement in such Section of the Regulations and
shall be interpreted consistently therewith. To the extent permitted by such
Section of the Regulations and for purposes of this subsection (f) only, each
Partner's Adjusted Capital Account Deficit shall be determined prior to any
other allocations pursuant to this Article Six with respect to such fiscal year
and without regard to any net decrease in Partner Minimum Gain during such
fiscal year.

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(g) Notwithstanding any provision of the
Agreement to the contrary, except subsection (f) hereinabove, and subject to
the exceptions set forth in Section 1.704-2(i)(4) of the Income Tax
Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum
Gain, determined in accordance with Section 1.704-2(i)(3) of the Income Tax
Regulations, during any Partnership fiscal year, each Partner who has a share
of the Partner Nonrecourse Debt Minimum Gain shall be specially allocated items
of Partnership income and gain for such year (and, if necessary, subsequent
years) in an amount equal to such Partner's share of the net decrease in
Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section
1.704-2(i)(5) of the Income Tax Regulations. The items to be so allocated
shall be determined in accordance with Section 1.704-2(i)(4) of the
Regulations. This subsection (g) is intended to comply with the minimum gain
chargeback requirement in such Section of the Regulations and shall be
interpreted consistently therewith. Solely for purposes of this subsection
(g), each Partner's Adjusted Capital Account Deficit shall be determined prior
to any other allocations pursuant to this Article Six with respect to such
fiscal year, other than allocations pursuant to subsection (f) hereof.

(h) Notwithstanding any provision of the
Agreement to the contrary, in the event any Partners unexpectedly receive any
adjustments, allocations or distributions described in Income Tax Regulation
Section 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 such Partners in an amount and manner sufficient to
eliminate their Adjusted Capital Account Deficits created by such adjustments,
allocations or distributions as quickly as possible.

(i) Any special allocations of items pursuant to
this Section 6.5 shall be taken into account in computing subsequent
allocations so that the net amount of any items so allocated and the profits,
losses and all other items allocated to each such Partner pursuant to this
Article Six shall, to the extent possible, be equal to the net amount that
would have been allocated to each such Partner pursuant to the provisions of
this Article Six if such special allocations had not occurred.

(j) Notwithstanding any provision of the
Agreement to the contrary, any Partner Nonrecourse Deduction for any fiscal
year or other period shall be specially allocated to the Partner who bears the
economic risk of loss with respect to the Partner Nonrecourse Debt to which
such Partner Nonrecourse Deductions are attributable in accordance with Section
1.704-2(i) of the Income Tax Regulations.

Section 6.6 Elections. The General Partners, at the request of
any Partner, shall elect pursuant to Section 754 of the Code to adjust the
basis of the Partnership's assets for any subsequent transfers of Partnership
Interest.

Section 6.7 Charges Carried Against Capital Accounts; Deficit
Restoration Obligation. If the Partnership shall suffer losses as a result of
which the Capital Account of any Partner shall be negative, such loss shall be
carried as a charge against its Capital Account and its subsequent

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share of net income and gain of the Partnership shall be applied to restore
such deficit in its Capital Account. Upon liquidation of the Partnership, any
Partner with a deficit Capital Account balance shall not be required to make
any further contribution to the capital of the Partnership to restore any such
deficit in its Capital Account.

Section 6.8 Tax Matters. The Managing Partner shall be the "Tax
Matters Partner," as defined in Section 6231(a)(7) of the Code and shall, at
the expense of the Partnership, prepare and file or cause to be prepared and
filed all tax returns and tax filings for the Partnership and shall make all
elections required or permitted by the Code with respect to the Partnership's
federal income tax returns.

Section 6.9 Interest of the General Partners. Notwithstanding
anything contained in this Agreement to the contrary, the aggregate interests
of the General Partners in each material item of Partnership income, gain,
loss, deduction, and credit will be equal to at least 1% of each such item at
all times during the existence of the Partnership.

ARTICLE SEVEN

MANAGEMENT

Section 7.1 Management of Partnership. The overall management
and control of the business and affairs of the Partnership shall be vested in
the Management Committee. Any appointee to the Management Committee may be
removed or replaced at any time by the General Partner which appointed such
Person. Notwithstanding any other provision hereof, no action shall be taken,
sum expended, decision made or obligation incurred with respect to a matter
within the scope of any of the major decisions enumerated below ("Major
Decisions"), unless such Major Decision has been approved by the unanimous
agreement of all members of the Management Committee or, alternatively, by the
unanimous agreement of the General Partners (the agreement of the members of
the Management Committee shall equate to the agreement of the General
Partners). The Major Decisions are:

(a) Approving the Partnership Budget and all
Project Budgets, amending in any Material respect the Partnership Budget or any
Project Budget as necessary to reflect changes in the operations of the
Partnership or the scope thereof, additional projects undertaken by any
Subsidiary or otherwise, or approving any Material deviation or Material
variation from the Partnership Budget or any Project Budget;

(b) Approving the Annual Partnership Business
Plan and all Project Plans, amending in any material respect the Annual
Partnership Business Plan or any Project Plan, or approving any material
deviation or variation from the Annual Partnership Business Plan or any Project
Plan;

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(d) Amending, waiving or repealing any of the
provisions of this Agreement, except as specifically provided for herein;

(e) Requiring the making by Partners of
additional Capital Contributions;

(f) Permitting an assignment of a Partnership
Interest and admitting an assignee of a Partnership Interest as a substituted
Partner in the Partnership, pursuant to terms and subject to the limitations
set forth in this Agreement;

(g) Obtaining any financing, incurring and
refinancing any indebtedness (except as provided in Section 5.9(c) with respect
to the replacement or refinancing of indebtedness upon the maturity thereof),
or modifying in any material respect the terms of any financing, refinancing or
indebtedness obtained or incurred by the Partnership in its own name or in the
name of any of its Subsidiaries (or for which any of them are liable, directly
or indirectly, by guaranty or otherwise), including financing or indebtedness
to be provided or incurred under the Debentures, and approving the terms of,
and parties to, any documentation relating to the same;

(h) Except as expressly approved pursuant to a
Budget or Plan, acquiring or leasing one or more additional real or personal
property assets, or any direct or indirect interest therein, by the Partnership
or any Subsidiary, costing in the aggregate, more than $1,000,000;

(i) Selling any interest in the Partnership or
any of its Subsidiaries, or merging or consolidating the Partnership or any
Subsidiary with another entity;

(j) Taking any voluntary action to cause the
Partnership to (i) make an assignment for the benefit of creditors, (ii)
obligate any Partner as a surety, guarantor or accommodation party to any
obligation, or (iii) file a petition, or consent to the appointment of a
trustee or receiver or any judgment or order, under the federal bankruptcy laws
on behalf of the Partnership or any of its Subsidiaries;

(k) Except with respect to any action otherwise
specifically permitted by the provisions of this Agreement, taking any action
that may, either immediately or upon the exercise of future rights or options,
cause the dilution of any Partners' Percentage Interest in the Partnership;

(l) Converting the form of the Partnership from a
limited partnership to any other type of entity; and

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(m) Preparing and filing the Partnership's
federal income tax return and making (or revoking) all tax elections for
federal income tax purposes.

Notwithstanding anything herein to the contrary, the General Partners
shall have all the rights and powers which may be possessed by a general
partner under the Act and such rights and powers as are otherwise conferred by
law or are necessary, advisable, or convenient to the discharge of its duties
under this Agreement or applicable law and to the management of the business
and affairs of the Partnership; provided, however, that except for rights,
powers and authority granted to the Managing Partner in this Agreement or
otherwise, any action taken by the General Partners upon the affirmative vote
of all of the General Partners, shall constitute the act of and serve to bind
the Partnership. The General Partners agree to manage and control the affairs
of the Partnership to the best of their ability and to conduct the operations
contemplated under this Agreement in a prudent manner in accordance with good
industry and business practice.

Each of the General Partners shall appoint and, during the term of
this Agreement, maintain, one Authorized Representative to represent, manage
the interests of, speak for, and act on behalf of such General Partner, and
consult with the Managing Partner in connection with any matters other than
Major Decisions, including, but not limited to, matters involving an amendment
to or deviation or variation from any Budget or Plan previously approved by the
Management Committee which such Authorized Representatives have unanimously
determined is not material (which, with respect to a Budget, shall have the
meaning ascribed to it in Section 1.29 hereinabove). The Limited Partners
consent to the appointment of and authority granted to the Authorized
Representatives and each of the Partners acknowledges that the Partnership and
the other Partners are relying, and will in the future rely, on the authority
granted to the Authorized Representatives herein. In the event a General
Partner removes an Authorized Representative, or an Authorized Representative
of a General Partner resigns, such General Partner shall promptly deliver to
the Partnership and the other Partners written notice of such removal or
resignation. Notwithstanding anything in this Agreement to the contrary, the
Partnership and the other Partners shall be entitled to rely upon the authority
of an Authorized Representative of a General Partner and deal with such
Authorized Representative on the basis described herein until such time as the
Partnership and other Partners receive written notice of the removal or
resignation of such Authorized Representative. Upon the removal or resignation
of an Authorized Representative, the General Partner which appointed such
Authorized Representative will immediately appoint a substitute Authorized
Representative and notify the Partnership and the other Partners of such
appointment.

In the event that the members of the Management Committee refuse or
are unable to agree on any Major Decision or in the event that the General
Partners are unable to agree on such matter or any other matter requiring their
consent and authorization hereunder, subject to the conditions set forth in
Section 11.3, the General Partners shall submit the matter to mediation in
accordance with Section 11.3 hereof. In the event that the General Partners
cannot resolve the

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matter by mediation or otherwise, any Partner may give notice to any other
Partner(s) of its intention to invoke the reciprocal purchase provisions set
forth in Section 11.3 hereof.

Section 7.2 Day-to-Day Management. The Partners hereby appoint
CNL Venture as the Managing Partner to manage and conduct of the day-to-day
business of the Partnership, to implement the decisions of the Management
Committee, the General Partners or the Authorized Representatives as provided
in Section 7.1 above and to take such other actions and exercise such further
powers as are set forth in this Agreement. Subject to the items, decisions and
parameters set forth in Budgets and Plans approved by the Management Committee
in accordance with Section 7.1 above, and other limitations specifically set
forth in this Agreement, including, but not limited to, Section 7.1 above, the
Managing Partner shall, in addition to those powers and authority granted to
the Managing Partner by law or elsewhere in this Agreement, have the right,
power and authority to take the following actions without the approval (or
further approval, as the case may be) of the Management Committee or any other
Partner:

(a) Expend the capital and revenues of the
Partnership in furtherance of the Partnership's business and pay, in accordance
with the provisions of this Agreement, all expenses, debts and obligations of
the Partnership to the extent that funds of the Partnership are available
therefor;

(b) Borrow money in the Partnership's name or use
the Partnership's property as collateral for a debt (except as set forth in
Section 5.9(c) with respect to the replacement or refinancing of indebtedness
upon the maturity thereof for which no Management Committee approval is
necessary);

(d) Purchase or lease any real property or any
personal property;

(e) Enter into, amend or terminate agreements and
contracts with third parties, institute and defend litigation arising
therefrom, and give receipts, releases and discharges with respect to all of
the foregoing and any matters incident thereto;

(f) Assign, transfer, pledge, compromise or
release any claim of or debt owing to the Partnership upon payment in full to
the Partnership of such claim or debt;

(g) Maintain, at the expense of the Partnership,
adequate records and accounts of all operations and expenditures and furnish
the Partners with the reports referred to in Section 6.3(e);

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(h) Purchase, at the expense of the Partnership,
liability, casualty, fire, fidelity and other insurance and bonds to protect
the Partnership's properties, business, Partners and employees;

(i) Sell, lease, trade, mortgage, pledge,
exchange or otherwise dispose of all or any portion of the property of the
Partnership in the ordinary course of the business of the Partnership;

(j) Employ or retain, at the expense of the
Partnership, and enter into agreements with such contractors, subcontractors,
engineers, managers, consultants, brokers, attorneys, escrow agents,
accountants and others the Managing Partner may select, on such terms and for
such reasonable compensation as the Managing Partner shall determine, and
notwithstanding the fact that the Managing Partner or any of its Affiliates may
have a financial interest in, or otherwise be affiliated with, any such
persons, firms or corporations, and terminate such employment, retention or
agreements;

(k) Execute and deliver any and all instruments
necessary or incidental to the conduct of the business of the Partnership;

(l) Prepare or cause to be prepared all required
governmental filings, including tax returns, and make any and all elections
under the tax laws of the United States, the several states and other relevant
jurisdictions as to the treatment of items of income, gain, loss, deduction and
credit of the Partnership, or any other method or procedure related to the
preparation of the Partnership's income tax returns, and any and all other
elections for tax purposes it deems appropriate to meet the overall needs of
the Partnership; and

(m) Prosecute, defend, adjust, compromise,
settle, refer to arbitration or otherwise deal with any claims in favor of or
against the Partnership; provided, however, the Managing Partner may not
without the consent of the Management Committee or each General Partner, settle
any legal claims against the Partnership by paying in excess of Ten Thousand
and no/100 Dollars ($10,000.00), unless such claim is covered by insurance.

By executing this Agreement, each Partner shall be deemed to have
consented to any exercise by the Managing Partner of any of the foregoing
powers. Notwithstanding the foregoing, if the Managing Partner delegates its
duties to CCP that the Managing Partner shall remain responsible for the duties
undertaken by it pursuant to the terms of this Agreement, including
specifically, but without limitation, Sections 7.2, 7.3 and 7.6 of this
Agreement.

Section 7.3 Duties of the Managing Partner.

(a) The Managing Partner shall manage or cause to
be managed the affairs of the Partnership in a prudent and businesslike manner
and shall devote such portion of its time to the Partnership's affairs as is
reasonably necessary for the conduct of such affairs;

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provided, however, that it is expressly understood and agreed that the Managing
Partner shall not be required to devote its entire time or attention to the
business of the Partnership and shall not be restricted in any manner from
participating in any other business activities, provided that, except as set
forth in Section 4.3(c) hereinabove or elsewhere in this Agreement, such
activities shall not have a Material Adverse Effect.

(b) In carrying out its obligations hereunder,
the Managing Partner shall, at the expense of the Partnership:

(i) prepare from time to time
proposed Budgets and Plans, and proposed amendments to the foregoing as may be
necessary, for presentation to and consideration and approval by the Management
Committee, which Budgets and Plans shall be in form and substance acceptable to
the General Partners and shall include without limitation the information
described in Section 7.6 below;

(ii) install and maintain appropriate
accounting systems;

(iii) upon the request of any Partner,
provide access during regular business hours to originals, and deliver
photocopies, of all contracts, agreements, leases, records and other
documentation affecting or otherwise relating to the Partnership or any of its
Subsidiaries;

(iv) obtain and maintain appropriate
public liability, casualty and other insurance as may be necessary or desirable
in the discretion of the Managing Partner;

(v) cause one or more interest
bearing accounts to be maintained in the Partnership's name at one or more
banks, each of which shall, unless otherwise agreed to by the Management
Committee, the General Partners or the Authorized Representatives, be a member
of the FDIC having not less than One Billion and no/100 Dollars
($1,000,000,000.00) of assets and being "well capitalized" under FDIC rules for
purposes of accepting brokered deposits. The Managing Partner shall cause all
expenditures incurred by or on behalf of the Partnership to be timely paid out
of such accounts and all income, cash receipts, and other monies received by
the Partnership as a result of operation of the Property to be promptly
deposited into such accounts. All funds not needed for the operations of the
Partnership may be invested in short-term investments, having maturities of no
more than ninety (90) days which are securities issued or fully guaranteed by
United States government agencies, certificates of deposit of banks having a
net worth of at least Fifty Million and no/100 Dollars ($50,000,000.00), bank
repurchase agreements covering the securities of the United States government,
commercial paper rated "A" or better by ▇▇▇▇▇'▇ Investors Services, Inc., money
market funds having assets in excess of Ten Million and no/100 Dollars
($10,000,000.00), or interest-bearing time deposits in banks or thrift
institutions. All such amounts shall be and remain the property of the
Partnership, shall be held in the name of the Partnership, and shall be
received, held and disbursed by the Managing Partner solely for the purposes of
the Partnership.

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No other funds shall in any way be commingled with funds belonging to the
Partnership in such accounts. Withdrawals from such accounts shall be made on
such signatures as the Managing Partner shall determine from time to time. All
personnel handling Partnership funds or with access to Partnership bank
accounts shall be bonded or otherwise covered by insurance;

(vi) have prepared and distributed to
all Partners the reports and financial statements described in Section 6.3(e)
hereinabove within the time periods set forth therein; and

(vii) cause such certificates to be
filed, if any, and do such other acts as may be required by applicable law to
qualify and maintain the Partnership as a limited partnership in good standing
in the States where the Partnership does business, including, without
limitation, any state where property owned by the Partnership is located.

Section 7.4 Exculpation. Neither the General Partners, the
members of the Management Committee, the Authorized Representatives, the
Managing Partner, any of their respective Affiliates, nor any officer,
director, partner, employee or agent of the foregoing (each, an "Exculpated
Party"), shall be liable, in damages or otherwise, to the Partnership or to any
of the Partners for any act or omission by any such Exculpated Party pursuant
to the authority granted by this Agreement, unless such act or omission results
from fraud, gross negligence, or willful misconduct. The Partnership shall
indemnify, defend and hold harmless each Exculpated Party from and against any
and all claims or liabilities of any nature whatsoever, including reasonable
attorneys' fees, arising out of or in connection with any action taken or
omitted by an Exculpated Party pursuant to the authority granted by this
Agreement, except where attributable to the fraud, gross negligence, or willful
misconduct of such Exculpated Party. Each Exculpated Party shall be entitled
to rely on the advice of counsel, public accountants or other independent
experts experienced in the manner at issue, and any act or omission of such
Exculpated Party pursuant to such advice shall in no event subject such
Exculpated Party to liability to the Partnership or any Partner.

Section 7.5 Compensation of the Managing Partner; Affiliated
Contracts. Except as otherwise provided in this Section 7.5, the Managing
Partner shall receive no compensation for its services to the Partnership.
Pursuant to an approved Budget, the Managing Partner shall be entitled to
reimbursement by the Partnership for (a) reasonable out-of-pocket costs and
expenses incurred by the Managing Partner or its Affiliates on behalf of the
Partnership in connection with the conduct of its business and affairs,
including, but not limited to, costs and expenses related to overhead of the
Managing Partner and its Affiliates allocated to the Partnership and
compensation and other benefits, including incentive bonuses, for the staff and
professional personnel of the Managing Partner and its Affiliates which are
employed, engaged or retained in connection with the business of the
Partnership; provided that such costs and expenses were approved by the
Management Committee as part of a Budget or otherwise, and (b) expenses
(including reasonable attorneys' fees) incurred in prosecuting or defending any
action relating to the Partnership's affairs or this Agreement or any Partner,
except as to matters where the

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Managing Partner is adjudged to have been guilty of gross negligence, willful
misconduct or intentional breach of this Agreement. The Partners acknowledge
that the Managing Partner will cause the Partnership to enter into the CCP
Management Agreement with its Affiliate, CCP, pursuant to which the Partnership
will engage and retain CCP to operate and manage the business and affairs of
the Partnership. The form and substance of the CCP Management Agreement shall
be subject to the unanimous approval of the General Partners, the members of
the Management Committee or the Authorized Representatives.

The Partnership may do business and enter into contracts with any of
the Partners or any Affiliate of any Partner (each, an "Affiliated Contract")
for such consideration and upon such terms as are unanimously approved by the
General Partners, the members of the Management Committee or the Authorized
Representatives, such approval not to be unreasonably withheld. The General
Partners, the members of the Management Committee or the Authorized
Representatives shall approve the consideration to be paid under and the other
terms and conditions of an Affiliated Contract in the event such consideration,
terms and conditions are fair, reasonable and no less favorable to the
Partnership than reasonably could be obtained from unaffiliated Persons.

The Partnership may enter into agreements with its Subsidiaries
pursuant to which the Partnership will (a) provide services to the Subsidiaries
in connection with the acquisition, development, management, leasing, and
disposition of Properties as well as the management of the assets of such
Subsidiaries, and (b) receive commissions, fees and other compensation in
consideration of the services provided. Notwithstanding anything in this
Agreement to the contrary, unless otherwise agreed to by the Management
Committee or the General Partners, no Partner shall be entitled to receive
direct compensation resulting from any services provided by such Partner to the
Subsidiaries in connection with the foregoing.

Section 7.6 Budgets and Plans. In accordance with Section
7.3(b)(i) above, the Managing Partner shall prepare and submit to the
Management Committee for consideration and approval the Budgets and Plans as
follows:

(a) Except for the 1998 Partnership Business Plan
and Partnership Budget which shall be due within thirty (30) days of the date
of this Agreement, at least ninety (90) days prior to the end of a fiscal year,
the Managing Partner shall prepare and submit to the Management Committee a
proposed Annual Partnership Business Plan and Partnership Budget detailing with
respect to the following fiscal year all material aspects of the operation of
the Partnership, the management of the business of the Partnership, the
transactions and projects anticipated to be undertaken by the Partnership or
its Subsidiaries and such other information as may be reasonably requested by
the Management Committee, including, without limitation, the following:

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(i) a description of specific
proposed developments and real estate acquisitions together with proposed terms
of each transaction and parameters of yet unspecified projects;

(ii) the number and duties of
employees of the Managing Partner or its Affiliates engaged or to be engaged on
behalf of the Partnership;

(iii) projected revenues of the
Partnership from development, management, leasing, property
acquisition/disposition and asset management fees;

(iv) projected cash expenditures,
including salaries and benefits for employees of the Managing Partner and its
Affiliates engaged or to be engaged on behalf of the Partnership and other
identified expenses to be reimbursed by the Partnership;

(v) projected capital expenditures;
and

(vi) projected reserves.

(b) Additionally, within a reasonable period of
time after the Partnership has identified a potential project for
consideration, the Managing Partner shall prepare and submit to the Management
Committee a proposed Project Plan and a proposed Project Budget with respect to
such potential project. The proposed Project Plan shall include, without
limitation, the following information:

(i) the proposed name of the
project;

(ii) preliminary architectural plans
and specifications setting forth the scope and size of the project, the quality
and type of architectural finishes, and the standards and methods of
construction, including plans and elevations;

(iii) a development pro forma
statement of total project costs and anticipated revenues and expenses;

(iv) the proposed leasing policy,
tenant allowances, and rental rate structure for the project; and

(v) the proposed general
contractors, engineers, managers, consultants, brokers and architects for the
project.

The proposed Project Budget shall include all proposed costs
of developing and constructing the project computed in accordance with a form
to be adopted by the Management Committee including, without limitation, the
following:

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(i) the acquisition cost of the
project site plus any transfer taxes, title insurance premiums, escrow fees,
and other closing costs, as well as carrying costs attributable to the project
site;

(ii) the hard construction costs of
all labor, materials, utilities, equipment and similar items incorporated into
or consumed in the construction and development of the project and any related
site, utility, or landscaping work including all contract prices of contractors
or materialmen;

(iii) architectural, topographical and
boundary surveying, legal, consulting, accounting, and engineering fees and
costs paid to outside architects, surveyors, accountants, consultants,
attorneys, and engineers in connection with the planning, construction,
financing, and leasing of the project and any related site, utility, or
landscaping work, including borings, soil analysis, traffic studies required by
local authorities, and market studies;

(iv) costs of reproducing plans and
specifications for major tenants, lenders, inspecting architects and/or
engineers, and the general contractor;

(v) all leasing fees and
commissions, advertising and promotional costs, lease takeover costs, tenant
inducement payments, and tenant coordination costs incurred in connection with
leasing or pre-leasing of space in the project;

(vi) all project level costs,
including office rents, office supplies, utilities, and related expenses, and
the travel costs of all project employees, if any, including salaries, bonuses,
medical and hospital insurance premiums, costs of workmen's compensation
insurance and other fringe benefits and costs, and payroll taxes;

(vii) all costs and expenses with
respect to the installation of tenant finish work in the project, and the
amount of any tenant finish allowances or any other concessions actually paid
under all initial tenant leases for space in the project;

(viii) all costs of building and other
permits for the project and all direct or indirect costs incurred in connection
with obtaining any rezoning, zoning variances, or other approvals required from
any governmental entities having jurisdiction over the project;

(ix) all commitment fees, interest,
and other financing costs incurred during the development of the project,
including actual interest accruing on interim and/or permanent financing, plus
interest upon equity funds advanced or deemed advanced by the Partnership from
time to time in connection with the project;

(x) all ad valorem taxes and
assessments paid or payable with respect to the project;

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(xi) the actual costs of all off-site
improvements required to be constructed including but not limited to, any such
improvements required to be constructed or paid for in connection with the
issuance of any building or other permits;

(xii) all direct or indirect costs of
acquiring any easements, air rights, use permits, or other off-site rights in
connection with the development of the project;

(xiii) all insurance premiums paid or
payable with respect to a project, including, but not limited to, any builder's
risk, fire and extended coverage, rent loss, or general liability coverage; and

(xiv) any other costs appropriate to a
specific development.

(c) All Budgets and Plans approved by the
Partnership shall be reviewed, revised, updated and amended on a quarterly
basis as necessary.

ARTICLE EIGHT

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Limited Partners shall have the following rights and obligations.

Section 8.1 Liabilities. Except as otherwise provided in this
Section 8.1 or under applicable law, no Limited Partner shall be personally
liable for any of the debts of the Partnership or any of the losses thereof
beyond the amount of the Limited Partner's Capital Contribution and the share
of undistributed profits of the Partnership attributable to such Limited
Partner.

Section 8.2 Management. No Limited Partner, as such, shall take
part in the management of the business or transact any business for the
Partnership. All management responsibility is vested in the General Partners
and the Managing Partner.

Section 8.3 Authority. No Limited Partner, as such, shall have
the power to sign for or to bind the Partnership. All authority to act on
behalf of the Partnership is vested in the General Partners and in the Managing
Partner.

Section 8.4 Rights. A Limited Partner shall have such rights as
are set forth in the Act and otherwise in this Agreement.

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ARTICLE NINE

MEETINGS OF THE PARTNERS

Section 9.1 Voting Rights. Except as otherwise expressly
provided in this Agreement or otherwise under the Act, a Limited Partner shall
have no right to vote upon any matter affecting the Partnership. Votes may be
cast on any matter submitted for consideration at a duly called meeting of the
Partnership, or without a meeting upon call of either of the General Partners.
The affirmative vote of all of the Limited Partners shall be required to
approve any matter presented to the Limited Partners for their vote.

Section 9.2 Meetings of the Partnership. Meetings of the
Partnership may be called by either of the General Partners. Within ten (10)
days after receipt of such request, the General Partners shall provide all
Limited Partners with written notice of a meeting to be held not less than ten
(10) nor more than sixty (60) days after receipt of such written request, which
notice (i) shall specify the time and place of such meeting, (ii) shall contain
a detailed statement of each matter to be acted on at such meeting, and (iii)
shall include proxies or written consents which specify a choice between
approval or disapproval of each matter to be acted upon at such meeting.
Meetings of the Partnership shall be held at such location as shall be
specified by the General Partners. Voting by proxy shall be permitted.
Limited Partners comprising 100% of the Limited Partners in interest entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of the Partnership.

Section 9.3 Amendment of Agreement.

(a) Amendments to this Agreement may be proposed
by either of the General Partners. The General Partners shall have the right,
without first proposing such amendment to the Limited Partners and without
notice to, or the vote or consent of, the Limited Partners, to amend the
Agreement to reflect a ministerial amendment, amendment required by state
securities authority, or amendment to add to the duties or responsibilities of
the General Partners to reflect the transfer of Partnership Interests pursuant
or to reflect the admission of additional Limited Partners pursuant to this
Agreement.

(b) Following any proposal of an amendment, other
than an amendment to be made as described in Section 9.3(a) above, the General
Partners, within ten (10) days after receipt, shall submit to all Limited
Partners a verbatim statement of the proposed amendment. Except as otherwise
provided in Sections 9.3(a) above, all proposed amendments shall be submitted
to Limited Partners for a vote, and the affirmative vote of all of the Limited
Partners shall be required to approve any such amendment.

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ARTICLE TEN

RESTRICTIONS ON TRANSFERS OF INTEREST IN THE PARTNERSHIP

Section 10.1 Restrictions of Transfers. No General Partner may
sell, assign, transfer or otherwise dispose of, or mortgage, hypothecate or
otherwise encumber its Partnership Interest or permit or suffer the encumbrance
thereof (each a "transfer") whether voluntarily, involuntarily or by operation
of law, and any attempt to do so shall be null and void ab initio. No Limited
Partner may transfer (as defined above) or permit a transfer of its Partnership
Interest whether voluntarily, involuntarily or by operation of law (except as
provided in this Article Ten), and any attempt to do so shall be null and void
ab initio. Further, any transfer of all or any portion of a Partnership
Interest of a Limited Partner shall not give the transferee the right to be
admitted as a Substitute Limited Partner. Notwithstanding the foregoing, a
Limited Partner may sell, assign or transfer its Partnership Interest to any of
its majority or wholly owned subsidiaries or Affiliates, and, upon such sale,
assignment or transfer, such subsidiary or Affiliate will be entitled to become
a Substitute Limited Partner with respect to such Partnership Interest, subject
to the provisions of this Article Ten.

Section 10.2 Transfer of Limited Partners' Partnership Interests.
Except as set forth above, if a Limited Partner is permitted to transfer its
Partnership Interest, its Assignees shall not become Substituted Limited
Partners unless the General Partners shall have affirmatively consented in
writing to such Persons becoming Substituted Limited Partners, which consent
may be withheld in the sole discretion of the General Partners. Additionally,
any such transfers also shall comply with the following conditions:

(a) No transfer will be permitted if the General
Partners determine that such transfer would increase the likelihood that the
Partnership would be treated as a corporation or as a "publicly traded
partnership" within the meaning of sections 7704, 469(k), or 512(c) of the
Code.

(b) In no event shall any Partnership Interest be
transferred to a minor or an incompetent except by will or intestate
succession.

(c) No transfer will be permitted that would
cause the assets of the Partnership to be characterized as "plan assets" under
the Employee Retirement Income Security Act of 1974, as amended; or subject to
the Investment Company Act of 1940, as amended.

Section 10.3 Conditions and Effect of Transfer.

(a) No transfer will be binding upon the
Partnership or the Partners until (i) the provisions of Section 10.2 have been
met; and (ii) the General Partners have received, at the expense of the
transferor or the transferee, an opinion of counsel satisfactory in form and
substance to the General Partners that neither the offer to transfer nor the
transfer of such

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Partnership Interest will violate any federal or state securities laws; (iii)
in the case of a transfer (but not an offer to transfer), there shall have been
filed with the Partnership a duly executed and acknowledged counterpart of the
instrument making such transfer, signed by both the transferor and the
transferee, with such instrument evidencing the written acceptance by the
transferee of all of the terms and provisions of this Agreement and containing
a representation by the transferor that such transfer was made in accordance
with all applicable laws and regulations; and (iv) the transferor and the
transferee have executed and provided such certificates and other documents and
have performed such acts as the General Partners deem necessary to preserve the
limited liability status of the Partnership under the laws of the jurisdictions
in which the Partnership is doing business, to preserve the federal tax status
of the Partnership as a partnership rather than as an association or publicly
traded partnership, to prevent the termination of the Partnership for federal
tax purposes, to prevent the assets of the Partnership from being characterized
as "plan assets" under the Employee Retirement Income Security Act of 1974, as
amended, to prevent the Partnership from becoming subject to the Investment
Company Act of 1940, as amended, to preserve the status of the original or
subsequent sale of such Partnership Interest under the private offering
exemption of the Securities Act of 1933, as amended, or any similar state
exemption, and to evidence the agreement of such transferee to be bound by the
terms and provisions of this Agreement. Any transfer of Partnership Interests
pursuant to this Article Ten shall be subject to, and the transferee shall
acquire the transferred Partnership Interests subject to, all of the terms and
provisions of this Agreement. Notwithstanding anything else herein contained,
the General Partners may waive any one or more of the foregoing conditions in
connection with a transfer, and the consent of the General Partners shall not
be required for the transfer of a Partnership Interest by succession or
testamentary disposition upon the death of a Limited Partner.

(b) All transfers of a Limited Partner's
Partnership Interest shall entitle the transferee only to receive the economic
interest to which the transferring Limited Partner otherwise would be entitled.
Such transferee shall become a Substituted Limited Partner only with the
written consent of the General Partners following compliance with the
conditions set forth in this Section 10.3 and in Section 10.2 hereof. The
Substituted Limited Partner also shall be required to (i) execute and
acknowledge such instruments as the General Partners deem necessary or
advisable to effect the admission of such Person as a Substituted Limited
Partner, and (ii) pay all reasonable expenses incurred by the Partnership in
connection with such Person's admission as a Substituted Limited Partner.

(c) All transfers made in compliance with
Sections 10.2 and 10.3 hereof shall be effective the first day of the month
immediately following the date the Partnership receives the instrument
described in clause (iii) of Section 10.3(a) above and any other documents
required by the General Partners in connection with the transfer. Each Partner
agrees to execute such certificates and other documents and perform such acts
as may be requested by the General Partners in connection with such transfer.
Any Substituted Limited Partner so admitted to the Partnership will succeed to
all the rights and be subject to all the obligations of the transferring
Limited Partner with respect to the Partnership Interest as to which such
Limited Partner was

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substituted. The Limited Partners hereby consent to the substitution as a
Limited Partner of any individual or entity approved by the General Partners.

Section 10.4 Liabilities of Transferring Limited Partners.
Limited Partners who shall transfer all of their Partnership Interests shall
cease to be Limited Partners of the Partnership, except that unless and until
Substituted Limited Partners are admitted in their stead, such transferring
Limited Partners shall retain the statutory rights of assignors of limited
partnership interests under the Act. No substitution of an Assignee as a
Limited Partner shall operate to relieve the assignor of the liabilities
imposed under the Act or of the assignor's duties and obligations hereunder,
unless the General Partners agree in writing to release such Limited Partner.

Section 10.5 Record Owner of Partnership Interest.
Notwithstanding anything contained in this Agreement to the contrary, both the
Partnership and the General Partners shall be entitled to prohibit the transfer
of a Limited Partner's economic interest in the Partnership in accordance with
Section 10.2 hereof and to treat the transferor of any Partnership Interest as
the absolute owner thereof in all respects, and shall incur no liability for
distributions of cash or other property made to such transferor until such time
as the conditions of this Article are satisfied above- referenced written
instrument of transfer has been received by, approved, and recorded on the
books of, the Partnership.

Section 10.6 Admission of Additional Limited Partners. The
General Partners are authorized, in their sole discretion and without the
approval of any of the Limited Partners, to admit from time to time on or
before expiration of the Term, as additional Limited Partners, such Persons as
apply to become Limited Partners. Each such Person may apply for admission by
completing, executing, and delivering to the General Partners (i) the Capital
Contribution required by the General Partners, and (ii) such documents as may
be required by the General Partners. Admission of an additional Limited
Partner will become effective upon an amendment to this Agreement reflecting
such admission. The recordation of such amendment with the State of Florida is
not required.

Section 10.7 Death, Incompetency, or Dissolution of a Limited
Partner. The death, legal incompetency, bankruptcy, or dissolution of a
Limited Partner shall not dissolve the Partnership. The rights and obligations
of such Limited Partner to share in the net income, net loss, net profit, Cash
Flow, profit and loss of the Partnership, to receive distributions of
Partnership funds, and to transfer the Limited Partner's Partnership Interest
pursuant to this Article Ten, upon the happening of such an event, shall
devolve upon such Limited Partner's legal representative or successor in
interest, as the case may be, subject to the terms and conditions of this
Agreement, and the Partnership shall continue as a limited partnership. Upon
the death of a Limited Partner, the Limited Partner's legal representative
shall have all the other rights of a Limited Partner solely for the purpose of
settling the Limited Partner's estate. In no event, however, may such estate,
legal representative, or other successor in interest become a Substituted
Limited Partner

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except in accordance with Sections 10.2 and 10.3 hereof. Each Limited
Partner's estate or other successor in interest shall be liable for all the
obligations and liabilities of such Limited Partner.

ARTICLE ELEVEN

ADDITION OR WITHDRAWAL OF A GENERAL PARTNER

Section 11.1 Additional General Partners. The General Partners
may at any time designate one or more additional general partners whose
Partnership Interests shall be such as shall be agreed upon by the General
Partners and such additional general partners, provided that the Partnership
Interests of the Limited Partners shall not be affected thereby.

Section 11.2 Withdrawal, Default or Insolvency of a General
Partner; Purchase Option.

(a) Except as otherwise specifically provided in
this Agreement, no General Partner shall have the right to withdraw from the
Partnership and all General Partners hereby agree not to withdraw from the
Partnership. If a General Partner becomes a Bankrupt Partner, the remaining
General Partner or Partners or an assignee designated thereby (the "Remaining
Partner(s)") shall have the right to purchase the entire interest in the
Partnership of the Bankrupt Partner and any Affiliate of the Bankrupt Partner
(collectively, the "Bankrupt Sellers") as follows: The Remaining Partners that
are not Affiliates of the Bankrupt Sellers shall become vested with the
exclusive right and option, to be exercised in writing to the Bankrupt Sellers
(with written notice provided to all other Partners), for a period of one
hundred eighty (180) days after the occurrence of a General Partner becoming a
Bankrupt Partner, to elect to purchase the entire interest of the Bankrupt
Sellers at a purchase price determined in accordance with subsection (d) of
this Section 11.2.

(b) A Bankrupt Seller (or its legal
representative) whose entire right, title and interest is to be purchased and
succeeded to by the Remaining Partner(s) pursuant to this Section 11.2 shall,
within ten (10) days after receipt of notice from the Remaining Partner(s) of
its or their intent to purchase the entire interest of the Bankrupt Sellers,
execute and deliver such deeds, bills of sale and other instruments as shall
reasonably be requested by such Remaining Partner(s) to effect the conveyance
and transfer of the entire right, title and interest of such Bankrupt Sellers
in the Partnership, and shall, to the extent requested by the Remaining
Partner(s), cooperate to effect a smooth and efficient continuation of the
Partnership affairs. If either of the Bankrupt Sellers disputes the right of
the Remaining Partner(s) to purchase and succeed to the Bankrupt Sellers'
entire right, title and interest in the Partnership, such Bankrupt Seller shall
nevertheless execute instruments and cooperate with the Remaining Partner(s)
pursuant to the immediately preceding sentence, without, however, being deemed
to have waived his or its rights to damages if the Remaining Partner(s) shall
have purchased and succeeded to the interest of the Bankrupt Seller under this
Section 11.2 without having the right to do so. The Bankrupt Seller shall
indemnify and hold the Remaining Partner(s) harmless from and against all

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loss, liability, cost or expense (including reasonable attorneys' fees)
suffered or incurred by the Remaining Partner(s) if the Bankrupt Seller shall
fail to properly execute instruments and cooperate with the Remaining
Partner(s) pursuant to, or shall otherwise fail to perform, the provisions of
this Section 11.2.

(c) Simultaneously upon compliance by the
Bankrupt Sellers with the provisions of the immediately preceding subsection
(b) of this Section 11.2, the Remaining Partner(s) succeeding to the entire
right, title and interest of the Bankrupt Sellers in the Partnership shall pay
to such Bankrupt Sellers the "Fair Value" thereof (such value to be determined
as of the date the Remaining Partner(s) serve notice on the Bankrupt Sellers of
its or their intent to purchase the Bankrupt Sellers' interest). The Fair
Value of the Partnership and of the interest of the Bankrupt Sellers therein
shall be determined in accordance with the proceeding set forth in Section
11.2(d) below.

(d) Whenever in this Agreement the term "Fair
Value" is used, it shall mean the fair market value (i.e., the value at which a
willing purchaser and a willing seller would, under normal circumstances,
purchase and sell, both cognizant of all relevant factors, and neither being
under a compulsion to buy or sell) of the Partnership, Partnership Interest or
property in question (the "Subject Property"), as of the date of the valuation,
the date of the service of notice exercising any right to purchase or sell
under this Agreement, the date of the contribution of property or such other
date specified in this Agreement, as appropriate and as the case may be,
determined in the following manner:

(i) In the event a determination of
"Fair Value" is required, such determination shall be made by agreement in
writing of the General Partners.

(ii) If the General Partners fail to
agree in writing upon the "Fair Value" of the Subject Property within thirty
(30) days of the appropriate date as described in Section 11.2(d) above (the
"Agreement Period"), then the "Fair Value" of such Subject Property shall be
determined as follows, which determination shall be final, binding, and
conclusive upon all Persons affected by such determination.

(iii) The General Partners shall agree
upon a mutually acceptable appraiser within ten (10) days following the end of
the Agreement Period, or, in the event the General Partners fail to so agree,
two (2) appraisers shall be appointed within fifteen (15) days following the
end of the Agreement Period, one by each General Partner. If either General
Partner fails to appoint an appraiser within the fifteen (15) day time period
specified herein, the sole appraiser appointed within such fifteen (15) day
time period shall be the sole appraiser of the "Fair Value" of the Subject
Property. Each General Partner shall promptly provide notice of the name of
the appraiser so appointed by such General Partners, respectively, to the
other. A third appraiser, if the initial two appraisers are appointed, shall
be appointed by the mutual agreement of the first two appraisers so appointed,
or, if such first two appraisers fail to agree upon a third appraiser within
twenty (20) days following the end of the Agreement

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Period, either General Partner may demand that appointment of an appraiser be
made by the then Director of the Regional Office of the American Arbitration
Association located nearest to Orlando, Florida, in which event the appraiser
appointed thereby shall be the third appraiser. Each of the three appraisers
shall submit to each General Partner within thirty (30) days after all
appraisers have been appointed (the "Appraisal Period"), a written appraisal of
the "Fair Value" of the Subject Property.

(iv) In connection with any appraisal
conducted pursuant to this Agreement, the parties hereto agree that any
appraiser appointed hereunder shall be given full access during normal business
hours to all books, records, and files of the Partnership and all Partners
relevant to a valuation of the Subject Property.

(v) If three appraisers are
appointed, the "Fair Value" of the Subject Property shall be equal to the
numerical average of the two closest appraised determinations, or, if one
appraisal is within seven percent (7%) of the average of the other two
appraisals, the numerical average of all three appraisals shall be
determinative.

(vi) Any appraiser, to be qualified
to conduct an appraisal hereunder, shall be an independent appraiser (i.e., not
affiliated with any Partner), M.A.I. certified, and have at least five (5)
years experience in appraising property similar to the Subject Property. If
any appraiser initially appointed under this Agreement shall, for any reason,
be unable to serve, a successor appraiser shall be promptly appointed in
accordance with the procedures pursuant to which the predecessor appraiser was
appointed.

(vii) Notwithstanding the foregoing,
if the determination of the "Fair Value" of the Subject Property by appraisal
is not completed and all appraisal reports delivered as provided for herein
within the Appraisal Period, then all closing, payment, and similar dates
subsequent thereto shall be automatically extended one (1) day for each day
delivery of the appraisal reports is delayed beyond the end of the Appraisal
Period.

(viii) The costs of the appraiser
appointed by each respective General Partner shall be borne by that General
Partner. The costs of the third appraiser, if any, or the sole appraiser, in
the event the General Partners mutually agree upon a single appraiser or either
General Partner fails to appoint its respective appraiser, shall be borne
equally by the General Partners.

(e) Any determination of Fair Value hereunder
shall take into account any encumbrances, debts or indebtedness to which the
Subject Property is subject and which is to be assumed by a party in connection
with the contribution, transfer, assignment or sale of the Subject Property.

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Section 11.3 Mediation of Disputes; Reciprocal Purchase Rights.

(a) In the event the Partners are unable to reach
agreement with respect to any matter which requires their consent and
authorization hereunder, or in the event any Partner wants to remove a General
Partner or the Managing Partner, terminate CCP as the manager of the
Partnership's business and affairs, or terminate the CCP Management Agreement
(except in connection with a dissolution of the Partnership), the Partners
shall submit the matter in dispute to an independent mediator for settlement
and use reasonable attempts to resolve such dispute prior to taking any other
action with respect thereto. The Partners shall mutually agree on a certified
mediator to mediate the dispute and shall make their respective representatives
available for mediation with full power to enter into a settlement within five
(5) days of any Partner identifying a dispute in writing to the other Partners
(or such other period of time as may be reasonably required in order to gather
documentation and prepare for such mediation). The representatives must be
available for mediation between the hours of 9:00 a.m. and 5:00 p.m. on the
date(s) agreed upon by the Partners as the date set for the mediation. The
Partners shall bear equally the mediator's fee and the costs associated with
the mediation. The Partners shall make reasonable good-faith efforts to
resolve any dispute before mediation and at mediation.

(b) In the event the Partners are unable to
resolve the matter in dispute by mediation under subsection 11.3(a) or
otherwise, any Partner (other than a Bankrupt Partner or any Partner in default
under this Agreement) may declare that an impasse exists (and that the Partner
intends to invoke the provisions of this Section 11.3) and if such impasse is
not resolved within five (5) days of receipt of written notice regarding the
impasse, any Partner may elect to invoke the provisions of this Section 11.3 by
giving written notice (the Partner giving such notice being sometimes
hereinafter referred to as "A") to the other Partner(s) (the Partner(s)
receiving such written notice being sometimes hereinafter referred to as "B")
stating that A wishes to apply the provisions of this Section 11.3 to purchase
the entire right, title and interest of B and its Affiliates in the Partnership
(whether such interest is in the nature of a General Partner interest or a
Limited Partner interest) and setting forth a dollar figure selected by A (such
figure being hereinafter referred to as the "Specified Value") to be the net
value (i.e., the value net of (i) all Partnership liabilities to Partners and
(ii) all Capital Account balances of the Partners, all of which amounts are to
be repaid before any purchase pursuant to this Section 11.3, as set forth in
Section 11.3(h) below) of the Partnership. A's offer to purchase B's interest
(including the interest of any of B's Affiliates) shall be at a price equal to
the Specified Value multiplied by the aggregate Percentage Interest of B and
B's Affiliates at such time. A's notice shall be accompanied by a letter or
other statement signed by a bank or trust company confirming that A has
deposited with such bank or trust company the sum of One Hundred Thousand and
no/100 Dollars ($100,000.00), and the funds so deposited by A shall be held in
an interest-bearing account and applied as hereinafter provided.

(c) Notwithstanding the foregoing or anything
else in this Agreement to the contrary, in the event the impasse pertains
solely to a Subsidiary and not the Partnership as a whole, including, but not
limited to, matters related to, involving or arising out of (i) the

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management and operation of the business of the Subsidiary, (ii) a current or
future project of the Subsidiary, or (iii) a Project Plan or Project Budget of
the Subsidiary, A's purchase rights under this Section 11.3 shall be limited to
the purchase of the entire right, title and interest of the selling party and
its Affiliates in the Subsidiary (whether such interest is in the nature of a
General Partner interest (or the selling party's interest in any entity which
holds a General Partner interest in the Subsidiary) or a Limited Partner
interest) and not in the Partnership as a whole. In the case of a Subsidiary,
for purposes of calculating the value of the interest of the selling party and
its Affiliates in the Subsidiary, the percentage interest of the selling party
and its Affiliates in the Subsidiary would be added to the product of (A) the
percentage interest of the Partnership in the Subsidiary and (B) the aggregate
Percentage Interest of the selling party and its Affiliates in the Partnership.
For example, if the selling party and its Affiliates hold (Y) limited partner
interest in the Subsidiary of 49.5%, and (Z) an aggregate Percentage Interest
in the Partnership of 50%, and the Partnership is the holder of a 1% general
partner interest in the Subsidiary, the aggregate interest of the selling party
and its Affiliates in the Subsidiary would equal 49.5% plus .5% (50% x 1%) or
50%.

(d) Within sixty (60) days after receipt of such
notice from A, B shall give written notice to A electing either to (i) purchase
A's entire right, title and interest in the Partnership or Subsidiary, as the
case may be (including the right, title and interest of all of A's Affiliates
in the Partnership or Subsidiary) at an amount equal to the Specified Value set
forth in the notice from A to B, multiplied by the aggregate Percentage
Interest of A and A's Affiliates at such time, or (ii) sell its entire interest
(including the interest of its Affiliates) to A at the price set forth in A's
offer, multiplied by the aggregate Percentage Interest of B and B's Affiliates
at such time. If B shall give notice electing to purchase the entire
Partnership (or Subsidiary) interest of A and A's Affiliates, then such notice,
to be effective, shall be accompanied by a letter or other statement signed by
a bank or trust company confirming that B has deposited with such bank or trust
company the sum of One Hundred Thousand and no/100 Dollars ($100,000.00), which
funds may be held in an interest-bearing account and applied as hereinafter
provided: thereupon, the deposit (together with interest thereon) made by A
pursuant to subsection (b) above, shall be returned to A by the bank or trust
company with which A shall have deposited said monies. If B shall not
effectively give either of the above notices within sixty (60) days of receipt
of notice from A, then B shall be deemed to have elected to sell its entire
right, title and interest in the Partnership or Subsidiary, as the case may be
(and the entire right, title and interest of B's Affiliates in the Partnership
or Subsidiary) to A as herein provided.

(e) The closing of the purchase of the interest
of a Partner and its Affiliates described in this Section 11.3 shall take place
on or before the expiration of a one hundred eighty (180) day period
immediately following the expiration of the sixty (60) day period set forth
above for giving notice of an election by B (the "Purchase Closing Date"), on
which date the selling Partner(s) shall convey, transfer and assign to the
purchasing Partner or its designee (by assignment and such other instruments of
transfer as shall be reasonably requested by the purchasing Partner) the
selling Partner's or Partners' entire right, title and interest in and to the
Partnership or Subsidiary, as the case may be, free and clear of any liens,
encumbrances

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or claims of any nature whatsoever, and shall, to the extent requested by the
purchasing Partner, cooperate to effect a smooth and efficient continuation of
the affairs of the Partnership or Subsidiary.

(f) On the Purchase Closing Date, the purchasing
Partner shall pay to the selling Partner(s), by certified or bank cashier's
check, a cash sum equal to one hundred percent (100%) of the total purchase
price for the selling parties' interest in the Partnership or Subsidiary, as
the case may be (net of any debts, loans or other obligations by the selling
parties' to the Partnership (or Subsidiary) or to any other Partner (or partner
of the Subsidiary), which shall be paid from amounts otherwise payable to the
selling parties). On the Purchase Closing Date, the purchasing parties' or
their designee(s) shall execute such instruments as shall be reasonably
requested by the selling parties to confirm the assumption by the purchasing
parties of all of the obligations (whether of the Partnership or the
Subsidiary) for which the selling parties shall have been liable, it being
understood and agreed that the selling parties may not be released from
liabilities and obligations to third parties and the purchasing parties shall
have no obligation to obtain any such releases to complete the purchase
contemplated by this Section 11.3. The closing shall occur at such place as
shall be designated by the purchasing parties by notice to the selling parties
at least ten (10) days prior to the Purchasing Closing Date. Upon the Purchase
Closing Date, the selling parties shall have no further right, title or
interest in or to the deposit made by the purchasing parties, and said deposit
may be returned to the purchasing parties by the bank or trust company with
which the purchasing parties shall have deposited said monies, or may be used
in payment of the purchase price to the selling parties; provided, however,
that until the Purchase Closing Date said deposit shall stand as security for
the performance of the obligations hereunder by the purchasing parties.

(g) If the purchasing parties shall fail to
complete the purchase within the time and in the manner required by this
Section 11.3 (a) through (f), the One Hundred Thousand and no/100 Dollar
($100,000.00) deposit made by such parties with the bank or trust company,
together with all accrued interest or other earnings thereon, shall be
forfeited by the purchasing parties and shall be paid over by such institution
to the selling parties, and the selling parties may then elect (i) to become
the purchasing parties and purchase the other parties entire right, title and
interest in the Partnership or the Subsidiary, as the case may be (including
the entire right, title and interest of the other parties Affiliates in the
Partnership or the Subsidiary) on the same terms as were offered by the parties
who failed to complete the purchase, said election to be made within forty-five
(45) days after the initial purchasing parties failure to timely and/or
properly close, with the closing then to take place within sixty (60) days
thereafter, or (ii) to cancel the notice invoking the provisions of this
Section 11.3 regardless of which party originally gave the notice, in which
event (absent written agreement of all parties to the contrary) the parties
failing to complete the purchase shall have no further right for a period of
three (3) years thereafter to invoke the provisions of this Section 11.3.

(h) If the provisions of this Section 11.3 are
invoked and a party's interest in the Partnership or Subsidiary is sold, all
loans made to or by the selling parties to the

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Partnership (or the Subsidiary, as the case may be), or to any other Partner
(or partner in the Subsidiary), and all Capital Account balances of the
Partners (or capital account balance of the partner in the Subsidiary),
together with any interest earned thereon, must be repaid within ninety (90)
days following the Purchase Closing Date under Section 11.3(d), (e), (f), (g)
and (h) hereof.

ARTICLE TWELVE

DISSOLUTION OF THE PARTNERSHIP

Section 12.1 Dissolution; Winding Up. Except pursuant to rights
provided in Sections 12.1 and 12.3 hereof, each of the Partners agrees not to
voluntarily withdraw from the Partnership or to default with respect to any
obligation or undertaking contained in this Agreement or the Act. Upon (i) the
expiration of the Term, (ii) a sale, transfer, conveyance, or other disposition
of all of the then-remaining non-cash assets of the Partnership, (iii) any
Partner becoming a Bankrupt Partner or dissolving (provided that for purposes
of this Section 12.1, the term "dissolving" shall not include the merger,
consolidation, or recapitalization of any corporate general partner) or
terminating, or (iv) the occurrence of any other event causing the dissolution
of the Partnership under the Act, the affairs of the Partnership shall be wound
up insofar as practicable, and the Partnership shall be liquidated and its
affairs applied and distributed, in accordance with this Article Twelve.

Section 12.2 Liquidation of Assets; Payment of Debts. Upon the
termination of the Partnership, subject to the provisions of Section 12.1(a)
hereof, its assets shall be liquidated insofar as it is determined practicable
by the Managing Partner, and the net proceeds shall first be applied to the
payment of the debts and liabilities of the Partnership and the expenses of
liquidation. A reasonable time shall be allowed for the orderly liquidation of
the assets of the Partnership and the discharge of liabilities to creditors so
as to enable the Partners to minimize the normal losses attendant upon such
liquidation.

Section 12.3 Debts to Partners. The remaining proceeds and assets
shall next be applied toward the repayment of any loans made by any Partners to
the Partnership on a pari passu basis.

Section 12.4 Distributions to Partners. The remaining proceeds
and assets of the Partnership shall then be applied and distributed among the
Partners proportionally in accordance with the positive balances in their
Capital Accounts, until all such Capital Accounts are reduced to zero. The
Managing Partner may, in its sole and absolute discretion, distribute cash or
assets or properties in kind, or any combination of cash and assets or
properties in kind, to each Partner (or its legal representative or successor
in interest) in connection with the winding-up and liquidation of the
Partnership, and no Partner (or its successor in interest) shall claim any
interest whatsoever in any such distribution to another Partner so long as the
cash and assets or properties so distributed are equivalent in value to the
value of such Partner's Capital Account at such time. The value of any assets
or properties distributed in kind to a Partner in liquidation shall be such

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value as is attributed to such asset in the final accounting prepared pursuant
to Section 12.6 below.

Section 12.5 Reserves. Upon the liquidation of the Partnership,
if any Partner's Capital Account has a deficit balance (after giving effect to
all contributions, distributions and allocations for all fiscal years through
and including the fiscal year of liquidation) such Partner shall not be
required to contribute to the capital of the Partnership the amount necessary
to restore such deficit balance to zero. Any liquidating distribution pursuant
to this Article Twelve shall be made no later than the earlier of (a) the end
of the taxable year during which such liquidation occurs and (b) ninety (90)
days after the date of such liquidation. Notwithstanding the preceding
sentence, with the approval of all Partners, a pro rata portion of the
distributions which would otherwise be made to the Partners pursuant to the
first sentence of Section 12.4 hereof may be:

(i) distributed to a trust
established for the benefit of the Partners for the purpose of liquidating
Partnership assets, collecting amounts owed to the Partnership, and paying any
known or existing or contingent or unforeseen liabilities or obligations of the
Partnership or the Partners arising out of or in connection with the
Partnership. The assets of any such trust shall be distributed to the Partners
from time to time, in the reasonable discretion of the Managing Partner or of
all the Partners or of the trustees, in the same proportions as the amount
distributed to such trust by the Partnership would otherwise have been
distributed to the Partners pursuant to Section 12.4 hereof; or

(ii) withheld to provide a reasonable
reserve (taking into account the receivables of the Partnership, the unrealized
portion of any installment obligations owed to the Partnership and the
likelihood of collection of same) for Partnership liabilities (contingent or
otherwise); provided, however, that such withheld amounts shall be distributed
to the Partners as soon as practicable pursuant to Section 12.4 hereof.

Section 12.6 Final Accounting. Each of the Partners (or its
successor in interest) shall be furnished with a statement prepared by the
Managing Partner and reviewed by an independent public accountant that shall
set forth the assets and liabilities of the Partnership as at the date of
termination. Upon compliance with the foregoing distribution plan, the
Partnership shall cease to be such, and the General Partners shall, if
necessary, execute and cause to be filed, distributed or published any and all
notices and documents as may be necessary or appropriate with respect to the
termination of the Partnership.

ARTICLE THIRTEEN

INDEMNIFICATION

Section 13.1 General. In any pending or completed action, suit,
or proceeding to which a General Partner or an Affiliate (which for purposes of
this Article shall include in each case

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the officers, directors, shareholders, partners, principals, agents and
representatives of the foregoing) is or was a party by reason of the fact that
such General Partner or Affiliate (a) is or was a General Partner, or (b) is an
Affiliate of a General Partner, the Partnership shall hold harmless and
indemnify such General Partner or Affiliate harmless from and against any an
against any and all losses, harm, liabilities, damages, costs, and expenses
(including, but not limited to, attorneys' fees, judgments, and amounts paid in
settlement) incurred by such General Partner or Affiliate in connection with
such action, suit, or proceeding if such General Partner or Affiliate
determined in good faith, that the course of conduct which caused the loss or
liability was in the best interests of the Partnership, and provided that such
General Partner's or Affiliate's conduct does not constitute gross negligence,
willful misconduct, or breach of fiduciary duty to the Limited Partners or the
Partnership.

Section 13.2 Liability Insurance. The Partnership shall not incur
the cost of that portion of any liability insurance which insures a General
Partner or Affiliate against liabilities as to which such General Partner or
Affiliate may not be indemnified under this Article Thirteen.

Section 13.3 Advancement of Legal Costs and Expenses. The
Partnership shall advance Partnership funds to the General Partner or its
Affiliates for legal expenses and other costs incurred as a result of any legal
action if the following conditions are satisfied: (a) the legal action relates
to acts or omissions with respect to the performance of duties or services on
behalf of the Partnership; (b) the legal action is initiated by a third party
who is not a Limited Partner, or the legal action is initiated by a Limited
Partner and a court of competent jurisdiction specifically approves such
advancement; and (c) the General Partner or its Affiliates undertake to repay
the advanced funds, together with interest at the rate of prime plus one
percent (1%), to the Partnership in cases in which the General Partners or such
Affiliates are not entitled to indemnification under this Article Thirteen.

Section 13.4 Liability of Exculpated Parties and Partners.

(a) In carrying out their respective powers and
duties hereunder, each Exculpated Party (as defined in Section 7.4 hereinbelow)
shall exercise its best efforts and shall not be liable to the Partnership or
to any Partner for any actions taken or omitted to be taken in good faith and
reasonably believed to be in the best interest of the Partnership or for errors
of judgment made in good faith.

(b) A Partner who ceases to be a Partner shall
not be liable for or on account of obligations or liabilities of the
Partnership incurred subsequent to its ceasing to be a Partner.

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ARTICLE FOURTEEN

MISCELLANEOUS

Section 14.1 Reliance Upon General Partners. No Person dealing
with the General Partners shall be required to determine such General Partners'
authority to make any commitment or undertaking on behalf of the Partnership,
nor to determine any fact or circumstance bearing upon the existence of its
authority.

Section 14.2 Notices. Notices to Partners or to the Partnership
shall be deemed to have been given when personally delivered or delivered by
facsimile transmission, or when mailed by prepaid registered or certified mail
to the respective mailing addresses of each Partner and of the Partnership's
principal office, all as herein provided:

To the Partnership: c/o CNL Corporate Venture, Inc.,
Managing Partner
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇, Chief Financial Officer

To St. ▇▇▇ Management: St. ▇▇▇ Central Florida Management, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President and General Counsel

To St. ▇▇▇ Development: St. ▇▇▇ Central Florida Development, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President and General Counsel

To CNL Corporate
Venture, Inc.: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇, Chief Financial Officer

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To CNL Corporate
Venture I, Inc.: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇, Chief Financial Officer

Any Partner may change the address at which it shall receive notices
by notifying the Partnership and all other Partners of such change in writing
in accordance with this provision.

Section 14.3 Section Headings. All headings contained in this
Agreement are for convenience of reference only and are in no way intended to
describe, interpret, define, or limit the scope, extent, or intent of this
Agreement or any provisions hereof.

Section 14.4 Severability. The provisions of this Agreement shall
be deemed severable, and the invalidity or unenforceability of any provision
shall not affect the validity or enforceability of the remainder of this
Agreement or any valid clause of any invalid provision. Any such invalid or
unenforceable provision shall be replaced with a valid and enforceable
provision which comes closest to the intent of the parties with respect to such
invalid or unenforceable provision.

Section 14.5 Governing Law. The laws of the State of Florida
shall govern the validity of this Agreement, the construction of its terms and
the interpretation of the rights and duties of the parties.

Section 14.6 Jurisdiction. Each party hereto agrees to submit to
the personal jurisdiction and venue of the state and federal courts in the
state of Florida in the judicial circuit of Orange County, and does hereby
waive all questions of personal jurisdiction and venue, including, without
limitation, the claim or defense that such courts constitute an inconvenient
forum.

Section 14.7 Counterpart Execution. This Agreement may be
executed in any number of identical counterparts with the same effect as if all
parties hereto had signed the same document. All counterparts shall be
construed together and shall constitute one Agreement.

Section 14.8 Parties in Interest. Each and every covenant, term,
provision and agreement herein contained shall be binding upon, and inure to
the benefit of, the heirs, successors, assigns, and legal representatives of
the respective parties hereto.

Section 14.9 Gender and Number. As the context requires, all
words used herein in the singular number shall extend to and include the
plural; all words used in the plural number shall extend to and include the
singular; and all words used in any gender shall extend to and include all
genders or be neutral.

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55

Section 14.10 Partition. No Partner will, either directly or
indirectly, make any application for dissolution, take any action to require
partition or appraisement of the Partnership or of any of its assets or
properties or cause the sale of any Partnership property, and notwithstanding
any provisions of applicable law to the contrary, each Partner (and its
successors and assigns) hereby irrevocably waives any and all right to maintain
any action for partition or to compel any sale with respect to his interest in
the Partnership, or with respect to any of the properties and assets of the
Partnership.

Section 14.11 Amendment, Waiver or Termination. Except as
otherwise expressly provided in this Agreement, no amendment, waiver or
termination of this Agreement, or any part hereof, shall be effective unless
made in writing and signed by the party or parties sought to be bound thereby,
and no failure to pursue or elect any remedies shall constitute a waiver of any
default under or breach of any provisions of this Agreement, nor shall any
waiver of any default under or breach of any provision of this Agreement be
deemed to be a waiver of any other subsequent similar or different default
under or breach of such or any other provision or of any election of remedies
available in connection therewith.

Section 14.12 Strict Construction. This Agreement is the result of
the mutual efforts of the parties hereto. As such, in any dispute regarding
the interpretation of a provision hereto, no party shall advance a position
that a provision in dispute should be more strictly construed against another
party on the basis that such other party was the party responsible for the
preparation of any provision in controversy.

Section 14.13 Costs of Enforcement. In the event any party hereto
initiates action to enforce its rights hereunder or to interpret the terms
hereof, the substantially prevailing party shall recover from the substantially
non- prevailing party its reasonable expenses, court costs, including taxed and
untaxed costs, and reasonable attorneys' fees (including fees of paralegals and
legal assistants), whether suit be brought or not (collectively referred to as
"Expenses"). As used herein, Expenses include Expenses incurred in any
appellate or bankruptcy proceeding. All such Expenses shall bear interest at
the highest rate allowable under the laws of the State of Florida from the date
the substantially prevailing party pays such Expenses until the date the
substantially non-prevailing party repays such Expenses. Expenses incurred in
enforcing this Section shall be covered by this Section. For this purpose, the
court is requested by the parties to award actual costs and attorneys' fees
incurred by the substantially prevailing party, it being the intention of the
parties that the substantially prevailing party be completely reimbursed for
all such costs and fees. The parties request that inquiry by the court as to
the fees and costs shall be limited to a review of whether the fees charged and
hourly rates for such fees are consistent with the fees and hourly rates
routinely charged by the attorneys for the substantially prevailing party.

Section 14.14 Exhibits. Each exhibit, schedule or certificate
attached to this Agreement is incorporated into and made a part of this
Agreement for all purposes.

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56

Section 14.15 Entire Agreement; Sucessors and Assigns. This
Agreement contains the entire agreement by and among the parties and supersedes
any prior understandings and agreements among them respecting the subject hereof
and shall be binding upon the parties hereto, their successors, heirs, permitted
assigns, legal representatives, executors and administrators but shall not be
deemed for the benefit of creditors or any other Persons.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.

WITNESS: The "General Partners"

ST. ▇▇▇ CENTRAL FLORIDA
MANAGEMENT, INC., a Florida
corporation

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ House By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- -------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇ House Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- ----------------------------
Title: Senior Vice President
----------------------------

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------

CNL CORPORATE VENTURE, INC., a
Florida corporation

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------------------- -------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------------- ----------------------------
Title: Chief Executive Officer
----------------------------

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------

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57

The "Limited Partners"

ST. ▇▇▇ CENTRAL FLORIDA
DEVELOPMENT, INC., a Florida
corporation

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ House By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ -------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇ House Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------- ----------------------------
Title: Senior Vice President
----------------------------

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------

CNL CORPORATE VENTURE I, INC., a
Florida corporation

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------ -------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------- ----------------------------
Title: Chief Executive Officer
----------------------------

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------

-51-

EXHIBIT A

DEVELOPMENT OPPORTUNITIES

PROJECTS TO BE PRESENTED BY CNL VENTURE

(a) Development and ownership of the Downtown Orlando
Property currently under contract to First Union and
a proposed 352,000 square foot office tower on
parcels adjacent to the City of Orlando City Hall to
be known as CNL Plaza;

(b) Development and ownership of the Tampa Triangle
project in Tampa, Florida; and also

(c) The proposed development and partial ownership of a
multi-use project on the former naval training center
property and the proposed development of a hotel on
property held by ▇▇▇▇ Disney World Company or its
Affiliates in the ▇▇▇▇▇ Creek Improvement District.

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59
EXHIBIT B

DEBENTURE AGREEMENT

THIS DEBENTURE AGREEMENT (this "Agreement") is made as of December 3,
1997, among ST. ▇▇▇/CNL REALTY GROUP, LTD., a Florida limited partnership (the
"Partnership"), ST. ▇▇▇ CENTRAL FLORIDA MANAGEMENT, INC., a Florida corporation
("St. ▇▇▇"), and CNL CORPORATE VENTURE, INC., a Florida corporation ("CNL").
(St. ▇▇▇ and CNL are sometimes hereinafter referred to collectively as
"Holders" and individually as "Holder").

RECITALS

A. Pursuant to the terms and conditions of that certain Agreement
of Limited Partnership (the "Partnership Agreement") among the Partnership, the
Holders as general partners, and ST. ▇▇▇ CENTRAL FLORIDA DEVELOPMENT, INC., a
Florida corporation, and CNL CORPORATE VENTURE I, INC., a Florida corporation,
as limited partners, the Partnership was formed for the purposes described in
the Agreement.

B. As set forth in the Agreement, the Holders agreed to provide
from time to time as necessary certain funds to the Partnership in order to
finance its activities and the activities of its subsidiaries, which financing
would be evidenced by certain unsecured, subordinated debentures issued by the
Partnership in favor of the Holders (the "Debentures").

C. The parties have entered into this Agreement in order to set
forth the terms and conditions of the Debentures to be issued in connection
with the financing to be provided by the Holders.

NOW THEREFORE, in consideration of the mutual promises set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1. The Commitment; Issuance of Debentures. In accordance with
the terms and conditions of the Partnership Agreement and this Agreement, St.
▇▇▇ and CNL have agreed to make lendings (individually, a "Lending" and
collectively, "Lendings") to the Partnership from time to time from a date
which is ten (10) days after the date hereof until the Maturity Date (as
defined hereinbelow) up to the maximum aggregate principal amount outstanding
at any

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time of $30,000,000 (the "Maximum Commitment"); provided that in no event shall
the amount in principal outstanding at any time from Lendings to the
Partnership exceed $25,000,000 by St. ▇▇▇ (the "St. ▇▇▇ Funding Obligation")
and $5,000,000 by CNL (the "CNL Funding Obligation") (the St. ▇▇▇ Funding
Obligation and the CNL Funding Obligation are sometimes referred to hereinbelow
individually as a "Funding Obligation" and collectively as the "Funding
Obligations"). Each Lending to be made hereunder shall be made by St. ▇▇▇ and
CNL in proportion to their respective Funding Obligations. In the event a
Holder (the "Defaulting Holder") fails to satisfy its Funding Obligation with
respect to a Lending (a "Funding Default"), the other Holder may, at its sole
option, elect to pay the Defaulting Holder's unpaid Funding Obligation (the
"Deficiency Advance") within 20 business days following the date the Funding
Obligation was to have been satisfied. Such paying non-defaulting Holder shall
automatically acquire a lien upon the Defaulting Holder's Debenture and
Defaulted Interest (as such term is defined in the Partnership Agreement) for
the amount so paid, plus interest thereon at a rate per annum of (a) the
greater of the prime rate of interest in effect on the date of the Deficiency
Advance (as published in the Wall Street Journal) plus 3%, or 15%, or (b) the
maximum rate permitted by applicable law, whichever is less. The Deficiency
Advance, and all accrued but unpaid interest thereon, shall be due and payable
by the Defaulting Holder upon demand by the non-defaulting Holder.
Notwithstanding anything in this Agreement, the Debentures or the Partnership
Agreement to the contrary, each Holder's obligation to make a Lending hereunder
is subject to the satisfaction by the other Holder of its Funding Obligation
with respect to such Lending. Simultaneously with the execution of this
Agreement, the Partnership has executed and issued to the Holders Debentures in
the form attached hereto as Exhibit A in order to evidence their respective
Funding Obligations.

Nothing in this Section 1 is intended to relieve any Holder from any
obligation to provide funds under the Debentures with respect to its Funding
Obligation, and nothing in this Section 1 is intended to limit or restrict any
remedy or recourse the Partnership or the other Holder may have against a
Defaulting Holder, in law, equity or pursuant to other provisions of this
Agreement. The remedies set forth in this Section 1 are in addition to any
other remedies allowed or available under other provisions of this Agreement or
the Partnership Agreement, by law or in equity. Notwithstanding anything in
this Agreement or in the Partnership Agreement to the contrary, in the event of
a Funding Default, whether or not a Deficiency Advance is made, the
non-defaulting Holder shall have the power and authority, without the consent
or approval of the Defaulting Holder or any of its Affiliates, including
Affiliates which are partners of the Partnership, to cause the Partnership to
take such actions as the non-defaulting Holder may deem necessary or desirable
to protect and enforce all of the rights

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61

and remedies which the Partnership may have under this Agreement and the
Debenture of the Defaulting Holder.

2. Terms of Debentures. The Debentures are designated as "10%
Subordinated Debentures Due 2004", and shall mature on December 3, 2004 (the
"Maturity Date"). The Partnership shall pay interest on the principal amount
outstanding under the Debentures from time to time at the rate of 8% per annum.
Additionally, interest on the principal amount outstanding under the Debentures
from time to time shall accrue at the rate of 2% per annum (the "Accrued
Interest Allocation") until the earlier of the Maturity Date or such date prior
to the Maturity Date on which the principal amounts of Debentures are due and
payable in full or otherwise paid in full (at which time all accrued, but
unpaid interest, including the Accrued Interest Allocation, shall be due and
payable in full). The Accrued Interest Allocation shall be compounded monthly.
Interest (except for the Accrued Interest Allocation) shall be payable
quarterly on January 1, April 1, July 1 and October 1, commencing on the first
of such dates following a Lending under the Debentures, until the principal
thereof, and all accrued but unpaid interest is paid in full. Interest on the
Debentures shall be computed on the basis of a year of 12 30-day months.
Principal on the Debentures shall be paid in full on the Maturity Date (or such
earlier date as may be provided herein).

Notwithstanding anything in this Agreement to the contrary, payments
of principal and interest, as scheduled hereinabove, will be paid to the
Holders in proportion to their respective Funding Obligations. All payments
due under the Debentures shall be payable by check mailed to the addresses of
the Holders as such addresses shall appear on records of the Partnership or, at
the request of a Holder, by wire transfer in accordance with the instructions
provided by such Holder.

3. Revolving Obligation. The Debentures shall evidence a
revolving obligation; accordingly, during the term of the Debentures, the
Partnership may borrow up to the Maximum Commitment, repay all or any portion
of such principal amount, and reborrow up to such Maximum Commitment subject to
the terms and conditions set forth herein. The Partnership shall give the
Holders written notice of any requested Lending hereunder. Such notice shall
specify the proposed date of the Lending and the amount thereof. Requests by
the Partnership for any Lending under the Debentures and this Agreement on any
date shall be in the minimum aggregate principal amount of $1,000,000 (or a
lesser amount necessary to fully fund a Debenture at the time of such Lending).
Each Holder shall make its respective portion of the Lending on the date
proposed by the Partnership therefor (which date shall not be earlier than 15
days after the receipt of said request for an Lending) by delivering
immediately available funds to the

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62

general deposit account of the Partnership, or in such other manner as the
Partnership may request in its notice.

4. Unsecured Obligations. The Debentures shall be unsecured,
general obligations of the Partnership. The Debentures shall be subordinate to
any and all other existing or future indebtedness or obligations owed by the
Partnership or any of its subsidiaries to any other person, whether secured or
unsecured (the "Senior Indebtedness"), except for indebtedness owed by the
Partnership to any of its partners which indebtedness shall be of equal
priority with the indebtedness evidenced by the Debentures. The Debentures
shall be non-recourse to the partners of the Partnership. The Holders agree to
execute any documents necessary to evidence the subordination of the Debentures
to any Senior Indebtedness.

5. Subordination of Debentures. The Partnership and the Holders
covenant and agree that all Debentures shall be issued subject to the
provisions of this Section; and each person holding any Debenture, whether upon
original issue or upon any permitted transfer or assignment thereof, accepts
and agrees to be bound by such provisions:

a. Maturity of Senior Indebtedness. Upon the maturity
of any Senior Indebtedness, by lapse of time, acceleration, or otherwise, no
amount shall be paid by the Partnership, nor shall the Holder of any Debenture
take or receive from the Partnership for the account of such Holder, any
payment in respect of the principal of or interest, if any, on such Debenture,
unless and until such matured Senior Indebtedness, and all interest thereon,
shall have been paid in full.

b. Payment Over of Proceeds. Upon any payment by the
Partnership, or distribution of assets of the Partnership of any kind or
character, whether in cash, property, or securities, to creditors upon any
dissolution, winding-up, liquidation, or reorganization of the Partnership,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership, or
other proceedings, all amounts then outstanding, whether or not then due, upon
all Senior Indebtedness shall first be paid in full, or payment thereof
provided for in money in accordance with its terms, before any payment is made
on account of the principal of or interest on the Debentures, and upon any such
dissolution, winding up, liquidation, or reorganization, any payment by the
Partnership, or distribution of assets of the Partnership of any kind or
character, whether in cash, property, or securities, to which the Holders would
be entitled, except for the provisions of this Section, shall be paid by the
Partnership or by any receiver, trustee in bankruptcy, liquidating trustee,
agent, or other person making such payment or distribution, or by the Holders
under this Agreement if received by them directly,

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63

to the holders of Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear to the extent necessary to pay all
outstanding Senior Indebtedness in full, in money or money's worth, after
giving effect to any concurrent payment or distribution to or for the holders
of Senior Indebtedness, before any payment or distribution is made to the
Holders.

In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Partnership of any kind or character, whether
in cash, property, or securities, prohibited by the foregoing, shall be
received by the Holders before all Senior Indebtedness is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, for application
to the payment of all Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in full in money in accordance with
its terms, after giving effect to any concurrent payment or distribution to or
for the holders of such Senior Indebtedness.

For purposes of this Section, the words "cash, property, or
securities" shall not be deemed to include partnership interests of the
Partnership as reorganized or readjusted, or securities of the Partnership or
any entity provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this
Section with respect to the Debentures to the payment of all Senior
Indebtedness which may at the time be outstanding; provided that (i) the Senior
Indebtedness is assumed by the new entity, if any, resulting from such
reorganization or readjustment; and (ii) the rights of the holders of the
Senior Indebtedness (other than leases) and of leases which are assumed are
not, without the consent of such holders, altered by such reorganization or
readjustment.

c. Debentures Declared Due. In the event that any of
the Debentures are declared due and payable before their stated maturity
because of the occurrence of an Event of Default (as defined in Section 7
hereof), the Holders shall be entitled to payment only after there shall first
have been paid in full (or such payment shall have been provided for) all
Senior Indebtedness outstanding at the time such Debentures are declared due
and payable and all interest thereon.

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64

d. Subrogation of Debentures. Subject to the payment in
full of all Senior Indebtedness, the rights of the Holders of the Debentures
shall be subrogated to the rights of the holders of Senior Indebtedness to
receive payments or distributions of cash, property, or securities of the
Partnership applicable to the Senior Indebtedness until the principal of and
interest on the Debentures shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property, or securities to which the Holders would be
entitled except for the provisions of this Section, and no payment over
pursuant to the provisions of this Section, to or for the benefit of the
holders of Senior Indebtedness by Holders shall, as between the Partnership,
its creditors other than holders of Senior Indebtedness, and the Holders, be
deemed to be a payment by the Partnership to or on account of the Senior
Indebtedness. It is understood that the provisions of this Section are and are
intended solely for the purpose of defining the relative rights of the Holders,
on the one hand, and the holders of the Senior Indebtedness, on the other hand.

Nothing contained in this Section or elsewhere in this
Agreement or in the Debentures is intended to or shall impair, as between the
Partnership, its creditors other than the holders of Senior Indebtedness, and
the Holders, the obligation of the Partnership, which is absolute and
unconditional, to pay to the Holders the principal of and interest on the
Debentures as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Partnership other than the holders of the Senior
Indebtedness, nor shall anything herein or therein prevent any Holder from
exercising all remedies otherwise permitted by applicable law upon default
under this Agreement, subject to the rights, if any, under this Section of the
holders of Senior Indebtedness in respect of cash, property, or securities of
the Partnership received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Partnership
referred to in this Section, the Holders shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation, or reorganization proceedings are
pending, or a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent, or other person making such payment or distribution, delivered
to the Holders, for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Partnership, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon, and all other facts
pertinent thereto or to this Section.

e. Payments on Debentures. Except as otherwise set
forth in this Section 5, the mere existence of the Senior Indebtedness shall
not interfere with

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65

or postpone the Partnership's obligation to make the payment of any amount of
principal or interest due on any of the Debentures.

6. Prepayment of Debentures. The Debentures may be prepaid at
the discretion of the Partnership, in whole or in part, in the principal amount
of $1,000,000 or multiples thereof, without premium or penalty, by paying the
principal amount thereof (or so much thereof as is being prepaid at such time),
together with all interest accrued but unpaid for the current period and all
prior periods to the date of prepayment (except for the Accrued Interest
Allocation which shall be due any payable only in the event of a total
prepayment of the Debentures). In the event of a prepayment under the
Debentures, such prepayments shall be allocated and distributed to the Holders
in proportion to their respective Funding Obligations.

Notice of prepayment shall be given by first-class mail, postage
prepaid, mailed not less than five nor more than 60 days prior to the specified
prepayment date, to each Holder of Debentures to be prepaid, at its address
appearing in the Debenture Register. All notices of prepayment shall state (a)
the prepayment date, (b) the total principal amount to be prepaid, and (c) if
less than all outstanding Debentures are to be prepaid, the identification
(and, in the case of a Debenture to be prepaid in part, the principal amount of
such Debenture) of the particular Debenture to be prepaid.

7. Events of Default. The following shall be deemed Events of
Default by the Partnership with respect to the Debentures and a breach of this
Agreement:

a. Failure to pay any installment of interest upon any
of the Debentures as and when the same shall become due and payable, and
continuance of such failure for a period of 30 days after written notice of
such failure from the Holder of such Debentures; or

b. Failure to pay the principal of any of the Debentures
as and when the same shall become due and payable, by declaration or otherwise,
and the continuance of such failure for a period of 30 days after written
notice of such failure from the Holder of such Debentures; or

c. Failure on the part of the Partnership duly to
observe or perform any other of the covenants or agreements on the part of the
Partnership in the Debentures or in this Agreement with respect to the
Debentures which has continued for a period of 60 days after the date on which
written notice of such failure, requiring the Partnership to remedy the same,
shall have been given to the Partnership by the Holder of such Debentures; or

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66

d. Failure to (i) pay principal of or interest on any
other obligation for indebtedness owed by the Partnership, including, but not
limited to, any Senior Indebtedness, obligations with respect to guarantees of
the Partnership for indebtedness of another, or obligations secured by a
mortgage or security interest granted by the Partnership, or (ii) perform a
term or condition of an agreement, document or instrument evidencing, securing
or otherwise executed in connection with such indebtedness or obligation, if
the effect of nonpayment or nonperformance is to cause, or permit the holder(s)
of the indebtedness or obligation to cause the indebtedness or obligation to
become due and payable prior to its stated maturity; or

e. Commencement by the Partnership of a voluntary case
or other proceeding seeking liquidation, reorganization, or other relief with
respect to itself or its debts under any bankruptcy, insolvency, or other
similar laws now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian, or other similar official of it or
any substantial part of its property, or consent by the Partnership to any such
relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it, or the making of a
general assignment for the benefit of creditors, or a failure generally to pay
its debts as they become due; or

f. Commencement against the Partnership of an
involuntary case or other proceeding seeking liquidation, reorganization, or
other relief with respect to it or its debts under any bankruptcy, insolvency,
or other similar laws now or hereafter in effect or seeking the appointment of
a trustee, receiver, liquidator, custodian, or other similar official of it or
any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 90 consecutive
days; or

g. The Partnership sells, leases, assigns, transfers or
otherwise disposes of all or a substantial (being defined as 25% or more) part
of its assets or properties, tangible or intangible, to any person without the
prior written consent of both of the Holders; or

h. The Partnership consolidates with or merges into any
other entity, or permits any other entity to merge into it (unless, the
Partnership is the surviving entity), or dissolves or takes or omits to take
any action which would result in its dissolution, all without the prior written
consent of both of the Holders.

Upon the occurrence of any Event of Default, all of the
principal and accrued interest then outstanding on all of the Debentures shall
automatically

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67

without any action by any Holder thereof, and without demand, notice or legal
process of any kind, be declared, and immediately shall become, due and payable
in full.

8. Payment of Principal and Interest. The Partnership covenants
and agrees that it will duly and punctually pay or cause to be paid the
principal of and interest accrued on the Debentures at the places, at the
respective times, and in the manner provided herein and in the Debentures.

9. Execution, Delivery, and Dating. The Debentures shall be
executed on behalf of the Partnership by both of its general partners. The
signatures of any of such general partners upon such certificates may be
facsimiles, engraved, stamped, or printed. Each Debenture shall be dated the
date of its issuance.

10. Exchange of Debenture Certificates. At the option of a
Holder, Debenture certificates may be exchanged for other certificates of any
authorized denomination or denominations, of a like aggregate principal amount,
upon surrender of the Debentures to be exchanged at the principal office of the
Partnership. All Debentures issued upon any exchange of Debentures shall be
the valid obligations of the Partnership, evidencing the same debt, and
entitled to the same benefits under this Agreement as the Debentures
surrendered upon such exchange.

Every Debenture certificate presented or surrendered for exchange
shall (if so required by the Partnership) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Partnership
duly executed by the Holder thereof.

11. Mutilated, Destroyed, Lost or Stolen Certificates. If any
mutilated Debenture certificate is surrendered to the Partnership, or the
Partnership receives evidence to its satisfaction of the destruction, loss, or
theft of any Debenture certificate and there is delivered to the Partnership
such security or indemnity as may be required by the Partnership to save it
harmless, then the Partnership shall execute and deliver, in exchange for any
such mutilated certificate or in lieu of any such destroyed, lost, or stolen
certificate, a new certificate of like tenor and principal amount.

In case any such mutilated, destroyed, lost, or stolen Debenture has
become or is about to become due and payable, the Partnership, in its
discretion, may, instead of issuing a new Debenture, pay such Debenture.

- 9 -
68

Upon the issuance of any new certificate under this Section, the
Partnership may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.

Every new certificate issued pursuant to this Section in lieu of any
destroyed, lost, or stolen Debenture shall constitute a substituted contractual
obligation of the Partnership, whether or not the destroyed, lost, or stolen
certificate shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Agreement equally and proportionately with any and
all other certificates duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost, or stolen certificates.

12. Satisfaction and Discharge of Agreement. This Agreement shall
cease to be of further effect when the Debentures have (a) matured (or have
become due and payable in full prior to their stated maturity as a result of an
Event of Default or otherwise), or (b) been retired or cancelled, and the
Partnership has paid or caused to be paid all sums outstanding, due and payable
thereunder and hereunder.

13. Restrictions on Transfer. Without the express written consent
of the all of the general partners of the Partnership, no Holder shall,
directly or indirectly, offer, assign, transfer, grant or sell a participation
in, pledge or otherwise dispose of any of its interest in this Agreement or any
Debenture (each, a "transfer") to any person or entity whatsoever. Each
certificate evidencing the ownership of Debentures shall be imprinted with a
legend stating that they have not been registered under the Securities Act of
1933, as amended, and may set forth the restrictions on transfer contained in
or contemplated by this Agreement. All restrictions on transfer shall apply to
any permitted transferee.

14. Amendments. This Agreement may be amended or superseded in
whole or in part by a subsequent agreement, in writing, executed by the
Partnership and the Holders at the time of such amendment.

15. Provisions Binding on Partnership's Successors. All the
covenants, stipulations, promises and agreements in this Agreement by the
Partnership shall bind its successors and assigns whether so expressed or not.

- 10 -
69

16. Official Acts by Successor Entity. Any act or proceeding by
any provision of this Agreement authorized or required to be done or performed
by any board, committee or partner of the Partnership shall and may be done and
performed with like force and effect by the like board, committee, partner or
officer of any entity that shall at the time be the lawful sole successor of
the Partnership.

17. Addresses for Notices. Any notice or demand which by any
provision of this Agreement is required or permitted to be given or served may
be given or served by being personally delivered or delivered by facsimile
transmission, or by being mailed by prepaid registered or certified mail to the
respective mailing addresses of each Holder and of the Partnership's principal
office, all as herein provided:

To the Partnership: St. ▇▇▇/CNL Realty Group, Ltd.
c/o CNL Corporate Venture, Inc.,
Managing Partner
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇, Chief Financial
Officer

To St. ▇▇▇: St. ▇▇▇ Central Florida Development, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President and
General Counsel

To CNL: CNL Corporate Venture, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇, Chief Financial
Officer

Any party may change the address at which it shall receive notices by
notifying all other parties of such change in writing in accordance with this
provision.

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70

18. Governing Law. This Agreement and each Debenture shall be
deemed to be a contract made under the laws of the State of Florida, and for
all purposes shall be construed in accordance with the laws of the State of
Florida, exclusive of conflict of law principles.

19. Legal Holidays. In any case where the date of maturity of
interest on or principal of the Debentures will be in the City of Orlando,
Florida, a legal holiday or a day on which banking institutions are authorized
by law or executive order to close ("Legal Holidays"), then payment of such
interest on or principal of the Debentures need not be made on such date but
may be made on the next succeeding day not a Legal Holiday with the same force
and effect as if made on the date of maturity and no interest shall accrue for
the period from and after such date.

20. Benefits of Agreement. Nothing in this Agreement or in the
Debentures, express or implied, shall give to any person, other than the
parties hereto and their permitted successors and assigns hereunder, any
benefit or any legal or equitable right, remedy or claim under this Agreement.

21. Headings. The titles and headings of the Sections of this
Agreement have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

22. Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

[The remainder of this page intentionally left blank.]

- 12 -
71

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

Witnesses: The "Partnership"

ST. ▇▇▇/CNL REALTY GROUP,
LTD., a Florida limited partnership

By: ST. ▇▇▇ CENTRAL FLORIDA
MANAGEMENT, INC., a
Florida corporation, as general
partner

By:
------------------------------ ------------------------------
Name: Name:
------------------------ --------------------------
Title:
--------------------------

------------------------------
Name:
------------------------

By: CNL CORPORATE VENTURE,
INC., a Florida corporation, as
general partner

By:
------------------------------ -----------------------------
Name: Name:
------------------------ --------------------------
Title:
--------------------------

------------------------------
Name:
------------------------

-13-
72

The "Holders"

ST. ▇▇▇ CENTRAL FLORIDA
MANAGEMENT, INC., a Florida
corporation

By:
------------------------------ ----------------------------------
Name: Name:
----------------------- ------------------------------
Title:
------------------------------

------------------------------
Name:
-----------------------

CNL CORPORATE VENTURE, INC.,
a Florida corporation

By:
----------------------------- ----------------------------------
Name: Name:
---------------------- ------------------------------
Title:
------------------------------

-----------------------------
Name:
----------------------

- 14 -

EXHIBIT A

No. __ $_________

ST. ▇▇▇/CNL REALTY GROUP, LTD.
10% Subordinated Debentures Due 2004

ST. ▇▇▇/CNL REALTY GROUP, LTD., a Florida limited partnership (the
"Partnership"), for value received, hereby promises to pay to
____________________, a Florida corporation (the "Holder"), or registered
assigns, the principal sum of _______________________________ Dollars
($________) on December 3, 2004 (the "Maturity Date"), and to pay interest,
other than the Accrued Interest Allocation (as defined below), on said
principal sum, or so much thereof as is outstanding from time to time, from the
date hereof quarterly on January 1, April 1, July 1 and October 1 (each, an
"Interest Payment Date") in each year commencing on the first of such dates
following an advance hereunder, at the rate of 8% per annum, until the
principal amount hereof, and all accrued but unpaid interest thereon, has been
paid in full. Additionally, notwithstanding anything herein to the contrary,
interest in the amount of 2% per annum, compounded monthly (the "Accrued
Interest Allocation"), shall be accrued and paid at the earlier of the Maturity
Date or such date prior to the Maturity Date on which the principal amounts of
this Debenture is due and payable in full or otherwise paid in full (at which
time all accrued, but unpaid interest, including the Accrued Interest
Allocation, shall be due and payable in full).

Payment of the principal of this Debenture shall on be made in full on
the Maturity Date unless otherwise required in accordance with the terms and
conditions of the Agreement. Payments of the principal of and interest on this
Debenture will be made in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts and will be paid by check mailed to the address of the Holder as such
address shall appear on records of the Partnership or, at the request of the
Holder, by wire transfer in accordance with the instructions provided by such
Holder.

The provisions of this Debenture relating to other matters are set
forth on the reverse hereof, and such provisions shall for all purposes have
the same effect as though fully set forth in this place. This Debenture is
issued in accordance with the Debenture Agreement dated as of December 3, 1997
(the "Agreement"), between the Partnership and the Holder, and is subject in
all respect to the terms and conditions set forth therein, which provisions are
hereby incorporated herein by reference to the same extent as though set forth
herein in full. In the event of any conflict or inconsistency between the
terms of this Debenture and the terms of the Debenture Agreement, the terms of
the Debenture Agreement shall supersede and control to the extent of such
conflict or inconsistency.

IN WITNESS WHEREOF, the Partnership has caused this Debenture to be
duly executed by its officers thereunto duly authorized.

Witnesses: The "Partnership"

ST. ▇▇▇/CNL REALTY GROUP, LTD., a Florida limited
partnership

By: ST. ▇▇▇ CENTRAL FLORIDA MANAGEMENT,
INC., a Florida corporation, as general partner

By:
------------------------------------------------- --------------------------------------------
Name: Name:
------------------------------------------- -----------------------------------------
Title:
-----------------------------------------

------------------------------------------------
Name:
-----------------------------------------

By: CNL CORPORATE VENTURE, INC., a Florida
corporation, as general partner

------------------------------------------------
Name:
-----------------------------------------

THE DEBENTURES EVIDENCED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS
PURSUANT TO EXEMPTIONS FROM REGISTRATION, AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED (EACH A "TRANSFER") WITHOUT SUCH
REGISTRATIONS UNLESS ONE OR MORE VALID EXEMPTIONS FROM REGISTRATION ARE
AVAILABLE AND THE Partnership HAS RECEIVED AN OPINION OF, OR SATISFACTORY TO,
ITS LEGAL COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE FEDERAL AND STATE
SECURITIES LAWS.
74

ST. ▇▇▇/CNL REALTY GROUP, LTD.

10% Subordinated Debentures Due 2004

This Debenture is one of a duly authorized issue of Debentures of the
Partnership, designated as its 10% Subordinated Debentures Due 2004 (herein
called the "Debentures"), limited to the aggregate principal amount of
$30,000,000, all issued or to be issued under and pursuant to the Agreement.

In case an Event of Default, as defined in the Agreement, shall have
occurred and be continuing, the principal of all Debentures may be declared,
and upon such declaration shall become due and payable, in the manner, with the
effect, and subject to the conditions provided in the Agreement.

The Partnership shall be entitled to receive advances under the
Debentures from time to time during the term of the Debentures up to the
aggregate principal amount of $30,000,000 (the "Maximum Amount") on the terms
and conditions set forth in the Agreement. The Debentures shall evidence a
revolving obligation; accordingly, during the term of the Debentures, the
Partnership may borrow up to the Maximum Amount, repay all or any portion of
such principal amount, and reborrow up to such Maximum Amount in accordance
with the terms and conditions in the Agreement.

The indebtedness evidenced by the Debentures is, to the extent and in
the manner provided in the Agreement, expressly subordinate and subject in
right of payment to the prior payment of certain obligations of the Partnership
as specified in the Agreement and this Debenture is issued subject to the
provisions of the Agreement with respect to such subordination. Each holder of
this Debenture, by accepting the same, agrees to and shall be bound by such
provisions.

Subject to the provisions of the Agreement, the Debentures may be
prepaid at the discretion of the Partnership, in whole or in part, in the
principal amount of $1,000,000 or multiples thereof, without premium or
penalty, by paying the principal amount thereof (or so much thereof as is being
prepaid at such time) together with accrued interest to the date of prepayment
(except with respect to the Accrued Interest Allocation which shall be payable
only in the event of a total prepayment of the Debentures). Notice of
prepayment shall be given and Debentures shall be prepaid as provided in the
Agreement.

Interest on the Debentures shall be computed on the basis of a year of
twelve 30-day months.

At the office of the Partnership in Orlando, Florida, and in the
manner and subject to the limitations provided in the Agreement, but without
payment of any service charge, Debentures may be exchanged for a like aggregate
principal amount of Debentures of other authorized denominations.

The Partnership and any paying agent may deem and treat the Holder
hereof as the absolute owner of this Debenture (whether or not this Debenture
shall be overdue and notwithstanding any notation of ownership or other writing
hereon made by anyone other than the Partnership), for the purpose of receiving
payment hereof, or on account hereof, and for all other purposes, and neither
the Partnership nor any paying agent shall be affected by any notice to the
contrary. All payments made to or upon the order of such the Holder shall, to
the extent of the sum or sums paid, satisfy and discharge liability for monies
payable on this Debenture.

All terms used in this Debenture which are defined in the Agreement
shall have the meanings assigned to them in the Agreement unless otherwise
specified herein.

EXHIBIT A

No. __ $_________

ST. ▇▇▇/CNL REALTY GROUP, LTD.
10% Subordinated Debentures Due 2004

IN WITNESS WHEREOF, the Partnership has caused this Debenture to be
duly executed by its officers thereunto duly authorized.

Witnesses: The "Partnership"

ST. ▇▇▇/CNL REALTY GROUP, LTD., a Florida limited
partnership

By: ST. ▇▇▇ CENTRAL FLORIDA MANAGEMENT,
INC., a Florida corporation, as general partner

By:
---------------------------------------- --------------------------------------------
Name: Name:
---------------------------------- ------------------------------------------
Title:
------------------------------------------

----------------------------------------
Name:
----------------------------------

By: CNL CORPORATE VENTURE, INC., a Florida
corporation, as general partner

By:
--------------------------------------- ---------------------------------------------
Name: Name:
--------------------------------- ------------------------------------------
Title:
------------------------------------------

---------------------------------------
Name:
---------------------------------

ST. ▇▇▇/CNL REALTY GROUP, LTD.

10% Subordinated Debentures Due 2004

Interest on the Debentures shall be computed on the basis of a year of
twelve 30-day months.

All terms used in this Debenture which are defined in the Agreement
shall have the meanings assigned to them in the Agreement unless otherwise
specified herein.

1 EXHIBIT 2.02 AGREEMENT OF LIMITED PARTNERSHIP OF ST. JOE/CNL REALTY GROUP, LTD., A FLORIDA LIMITED PARTNERSHIP

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