Agri-Cal Venture Associates, Frederick H. Behrens, Tax Matters Partner, et al. - Page 10




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                    2.  Agreement of Limited Partnership                              
               Also on July 1, 1984, the initial general partners and                 
          certain others entered into an agreement of limited partnership             
          with respect to the partnership (the AVA limited partnership                
          agreement or the agreement).  Among other things, the agreement             
          establishes the authority and duties of the general partners and            
          restricts the rights of the limited partners.  In part, the                 
          agreement provides:                                                         
               1.  “Definitions”                                                      
                         *    *    *    *    *    *    *                              
                    1.6  “Managing Agent” means American Agri-Corp, or                
               its designated successor as provided for in this                       
               Agreement.                                                             
                         *    *    *    *    *    *    *                              
               9.4 “Role of Limited Partners.”  Except as otherwise                   
               provided in this Agreement, a Limited Partner shall not                
               take part in or interfere in any manner with the                       
               conduct or control of the business of the Partnership                  
               and shall have no right or authority to act for or bind                
               the Partnership.  * * *                                                
                         *    *    *    *    *    *    *                              
               11. “Rights, Powers and Duties of the General Partners”                
                    11.1 “Management and Control of the Partnership.”                 
                    11.1.a  Subject to the consent of the Limited                     
                    Partners where required by this Agreement,                        
                    the General Partners, with the authority                          
                    granted under this Agreement, shall have the                      
                    exclusive right to manage the business of the                     
                    Partnership and are hereby authorized to take                     
                    any action of any kind and to do anything and                     
                    everything they deem necessary in accordance                      
                    with the provisions of this Agreement.  In                        





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