Dakotah Hills Offices Limited Partnership, An Arizona Limited Partnership, William M. and Dianne B. Stephens, Tax Matters Partner, et al. - Page 4

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               Unit(s) being purchased, and shall be in an amount                     
               equal to [dollar amounts] per unit which shall be                      
               secured by the Limited Partner's unit(s) being                         
               purchased and which is intended to be converted into an                
               installment promissory note(s) (the "Second Promissory                 
               Note") when the Partnership obtains a financial                        
               commitment from a bank, savings and loan association or                
               other financial institution.                                           
                         *    *    *    *    *    *    *                              
                    2.18  Partnership Unit: Partnership unit is the                   
               quantitative term of measurement used to measure one                   
               (1) Limited Partner's interest in the Limited                          
               Partnership as compared with other Limited Partners and                
               the entire Partnership. * * *                                          
                         *    *    *    *    *    *    *                              
                    2.21 Second Promissory Note(s):  Shall mean the                   
               Second Promissory Note(s) shall be executed by the                     
               Limited Partners as a modification of and in                           
               satisfaction of the First Promissory Note(s) and shall                 
               be prepared so as to satisfy the requirements of the                   
               bank, savings and loan association or other financial                  
               institution that has given the Partnership a loan                      
               commitment.                                                            

          Similarly, the remaining Agreements stipulated that the investor            
          notes would be utilized to acquire partnership interests in the             
          limited partnerships.  Furthermore, the Agreements required each            
          investor to execute a security agreement which conveyed to the              
          partnership a security interest in his or her partnership                   













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