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ATTACHMENT A 1. Capitalized terms used but not defined herein shall have the respective meanings attributed thereto in the Partnership Agreement. 2. As per the Option Agreement, the parties to this Amendment hereby mutually agree that the purchase price for the Interest shall be Two Hundred Twenty -Five Thousand Dollars ($225,000) (the "Purchase Price The Purchase Price shall be payable by Assignee to the Assignor in full in liquid, readily available United States Treasury funds on the Effective Date. Following the complete execution and delivery of this Amendment and upon receipt by the Investor Limited Partner of the payment in full of the Purchase Price, the closing of the purchase and assignment and assumption of the Interest shall be effective (such date hereinafter is referred to as the "Effective Date however, failure by the Assignee to make payment of the Purchase Price shall constitute a default under this Amendment in which event, and as Assignor's sole and exclusive remedy under this Amendment in respect of such default, this Amendment shall be void and of no further force or effect. 3. Effective as of the Effective Date, the Assignor hereby assigns to the Assignee and the Assignee hereby accepts from the Assignor, all of the Assignor's right, title and interest in and to the Interest, consisting of the Assignor's right to allocations of profits, gain, income and losses and tax credits and all items entering into the computation thereof, inclusive of the capital account of the Assignor, and to distributions of cash, however denominated, under the Partnership Agreement. 4. In further consideration of the assignment effected hereby, the Assignee hereby assumes and agrees to discharge all of the Obligations for the period from and after the Effective Date. 5. Effective as of the Effective Date, (i) the Partnership and the General Partner hereby acknowledge the assignment of the Interest and the assumption by the Assignee of the Obligations pursuant to this Amendment, (ii) the General Partner agrees to admit the Assignee for all purposes as a substituted Limited Partner and (iii) the parties hereby expressly waive any noncompliance with the provisions of the Partnership Agreement, including, without limitation, Sections 10.3.1 and 10.5 thereof, in connection with the assignment effected hereby. 6. By its execution hereof, the Assignee hereby agrees to become a Limited Partner of the Partnership and agrees to be bound and, upon the Effective Date, is bound (to the same extent as the Assignor was bound) by the provisions of the Partnership Agreement as they relate to the Assignor or the Interest for all matters accruing from and after the Effective Date. (i) The Assignor represents, warrants and covenants to the Assignee and the Partnership that (i) the Assignor is the sole owner of the Interest, free and clear of all undisclosed liens, encumbrances, security interests or claims of third parties of any kind or description, (ii) the Assignor is free to effect the assignment of the Interest as provided herein and such assignment does not violate any law or constitute a default under any agreement to which the Assignor or the Partnership is a party or by which the Assignor or the Partnership is bound, (iii) this Amendment is sufficient in all respects to assign to the Assignee the Interest, and (iv) the Assignor will take no action inconsistent with or in derogation of the Assignment of the Interest effected hereunder. k 8895603_v1 2