Exhibit 3.26b

AGREEMENT OF LIMITED PARTNERSHIP

REDI-MIX CONCRETE, L.P.

DATE: NOVEMBER 17, 2003

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THE PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. NO PARTNERSHIP
INTEREST MAY BE SOLD OR OFFERED FOR SALE (WITHIN THE MEANING OF ANY SECURITIES
LAW) UNLESS A REGISTRATION STATEMENT UNDER ALL APPLICABLE SECURITIES LAWS WITH
RESPECT TO THE INTEREST IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THOSE LAWS IS THEN APPLICABLE TO THE INTEREST. A PARTNERSHIP
INTEREST ALSO MAY NOT BE TRANSFERRED OR ENCUMBERED UNLESS THE PROVISIONS OF
ARTICLE V OF THIS AGREEMENT ARE SATISFIED.

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TABLE OF CONTENTS

Page
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I. FORMATION OF PARTNERSHIP............................................ 1
1.1 Formation...................................................... 1
1.2 Name........................................................... 1
1.3 Places of Business and Registered Office....................... 1
1.4 Purpose........................................................ 1
1.5 Title to Partnership Property.................................. 1
1.6 Term........................................................... 1
II. CAPITALIZATION AND RELATED MATTERS.................................. 1
2.1 Original Capital............................................... 1
2.2 Additional Funds............................................... 1
2.3 Capital Accounts............................................... 1
2.4 Interest on and Return of Capital.............................. 1
2.5 Negative Capital Accounts...................................... 2
III. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS TO THE PARTNERS..... 2
3.1 Profits, Losses and Distributive Shares of Tax Items........... 2
3.2 Distribution of Cash Flow...................................... 2
IV. MANAGEMENT OF THE PARTNERSHIP....................................... 2
4.1 The General Partner............................................ 2
4.2 Limitations on Power and Authority of the General Partner...... 2
4.3 Authority as to Third Persons.................................. 3
4.4 Compensation and Expenses of the General Partner............... 3
4.5 Limited Partners............................................... 3
4.6 Partnership Liabilities........................................ 3
4.7 Indemnity...................................................... 3
V. ADMISSION OF NEW LIMITED PARTNERS................................... 4
5.1 Procedure for Admission........................................ 4
VI. LIQUIDATION AND DISSOLUTION OF THE PARTNERSHIP...................... 4
6.1 Dissolution Events............................................. 4
6.2 Withdrawal of or Transfer by General Partner; Continuation..... 5
6.3 Method of Liquidation.......................................... 5
6.4 Date of Termination............................................ 6
6.5 Death, Dissolution, Legal Incompetency or Bankruptcy of a
Limited Partner................................................ 6
VII. MISCELLANEOUS....................................................... 7
7.1 Fiscal Year.................................................... 7
7.2 Records........................................................ 7
7.3 Method of Accounting........................................... 7
7.4 Notices........................................................ 7
7.5 Amendments; Waivers............................................ 7
7.6 Binding Effect................................................. 7
7.7 Duplicate Originals............................................ 7
7.8 Construction................................................... 7
7.9 Governing Law; Jurisdiction.................................... 7

7.10 Other Instruments.............................................. 8
7.11 Legal Construction............................................. 8
7.12 Gender, Etc.................................................... 8
7.13 Waiver of Partition and Certain Other Rights; Nature of
Interests in the Partnership................................... 8
7.14 Partner Approvals.............................................. 8
7.15 Partner Meetings............................................... 8
7.16 Creditors Not Benefited........................................ 9

Exhibit A Definitions

I. FORMATION OF PARTNERSHIP

1.1 Formation. The Partners form a limited partnership under the Act,
effective as of the date listed on the cover page of this Agreement. Capitalized
terms not otherwise defined in this Agreement shall have the meanings ascribed
thereto in Exhibit A.

1.2 Name. The name of the Partnership is on the cover page to this
Agreement. The General Partner may change the name of the Partnership from time
to time. The General Partner also may adopt one or more fictitious names for use
by the Partnership.

1.3 Places of Business and Registered Office. The principal office of the
Partnership is at 1445 MacArthur Drive, #136, Carrollton, TX 75007. John C.
Miller is the initial registered agent for the Partnership and the registered
address of the Partnership is at 1445 MacArthur Drive, #136, Carrollton, TX
75007. The General Partner may change the principal or registered office or
registered agent of the Partnership from time to time. The General Partner may
establish, maintain and abandon one or more additional places of business for
the Partnership.

1.4 Purpose. The purpose of the Partnership is to conduct any activity
permitted by law, any of which will be permitted regardless of whether any
Partner or Affiliate has a direct or indirect interest in the activity.

1.5 Title to Partnership Property. Property may be acquired in the name of
the Partnership or in the name of an agent or nominee on terms and conditions
the General Partner deems appropriate.

1.6 Term. The term of the Partnership will continue until 99 years from the
effective date of the formation of the Partnership, subject to earlier
termination under Article VI.

II. CAPITALIZATION AND RELATED MATTERS

2.1 Original Capital. The original capital of the Partnership will consist
of cash contributions to be made by the Partners in the respective amounts set
forth opposite their signatures on the signature page of this Agreement. Each
Partner agrees to make the capital contribution required under this Section
2.1(a), which will be due upon call by the General Partner. The initial
Percentage Interest of each Partner is set forth opposite its signature on the
signature page of this Agreement.

2.2 Additional Funds. No Partner will have any obligation to advance any
additional funds to the Partnership (either as a loan or capital contribution)
other than as expressly set forth in Section 2.1.

2.3 Capital Accounts. A separate capital account will be maintained for
each Partner in accordance with Section 704(b) of the Code and the Treasury
Regulations promulgated thereunder as interpreted by the General Partner.

2.4 Interest on and Return of Capital. No Partner will be entitled to any
interest on his capital account or on his contributions to the capital of the
Partnership. Except as expressly

provided in this Agreement, no Partner will have the right to demand or receive
the return of all or any part of his capital or to receive property other than
cash from the Partnership.

2.5 Negative Capital Accounts. No Partner will be required to pay to the
Partnership or to any other Partner any deficit or negative balance which may
exist from time to time in the Partner's capital account.

III. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS TO THE PARTNERS

3.1 Profits, Losses and Distributive Shares of Tax Items. Profits and
losses of the Partnership for any fiscal year will be determined in accordance
with the requirements of the Code and the Treasury Regulations promulgated
thereunder as interpreted by the General Partner and shall be allocated to the
Partners in accordance with their respective Percentage Interests.

3.2 Distribution of Cash Flow. Subject to Section 6.3, after establishing
cash reserves (1) required by any loan agreements or similar arrangements to
which the Partnership is subject, and/or (2) necessary to satisfy contingencies
reasonably anticipated for, or associated with, the Partnership's business, any
remaining available cash or other property of the Partnership as determined by
the General Partner will be distributed at such time or times, determined by the
General Partner, to the Partners in accordance with their respective Percentage
Interests.

IV. MANAGEMENT OF THE PARTNERSHIP.

4.1 The General Partner. The business and affairs of the Partnership will
be managed by the General Partner. Except as otherwise expressly provided in
Section 4.2 of this Agreement, all determinations relating to the business and
affairs of the Partnership (including without limitation all decisions required
or permitted to be made by the Partnership as a participant in any other
Partnership in which it may have an interest) will be made by the General
Partner in its sole discretion and will not give rise to any right or claim by
any Partner or the Partnership unless made in violation of an express provision
of this Agreement. The General Partner will have complete authority to take, in
its own name or in the name of the Partnership, any action that the General
Partner determines to be appropriate under this Agreement or for the conduct of
the business of the Partnership. All decisions and actions taken by the General
Partner under the authority of this Section 4.1 will be binding upon all of the
Partners and the Partnership. The General Partner will not be liable or
accountable, in damages or otherwise, to the Partnership or to any other Partner
for anything it may do or refrain from doing, except in the case of its willful
breach of a material provision of this Agreement or gross negligence in
connection with the business and affairs of the Partnership.

4.2 Limitations on Power and Authority of the General Partner. Anything in
this Agreement to the contrary notwithstanding, the General Partner will not
have the authority to do any of the following:

(a) Any act in contravention of this Agreement;

(b) Any act which would make it impossible to carry on the ordinary
business of the Partnership, including the Transfer of all or substantially
all of the assets of the

Partnership in a single transaction or in a series of transactions
constituting components of a larger transaction;

(d) Execute or deliver any general assignment for the benefit of
creditors of the Partnership;

(e) Commence (as the debtor) a case in bankruptcy, or commence (as the
debtor) any proceeding under any other insolvency law, or permit or consent
to any such proceeding to be commenced against the Partnership or to remain
undismissed for a period of more than five (5) days; or

(f) Possess property of the Partnership or assign the Partnership's
rights in specific property for other than Partnership purposes.

4.3 Authority as to Third Persons. Notwithstanding Sections 4.1 and 4.2,
the signed statement of the General Partner reciting the authority or the
necessary approval of the General Partner for any action, as to any third
Person, will be conclusive evidence of the authority of the General Partner to
take that action. Each Partner will promptly execute instruments determined by
the General Partner to be appropriate to evidence the authority of the General
Partner to consummate any transaction permitted by this Agreement.

4.4 Compensation and Expenses of the General Partner. The General Partner
will not receive any compensation from the Partnership for serving as General
Partner, but all expenses incurred by, or allocated by any Partner or Affiliate
to, the General Partner in connection with its service as General Partner will
be paid or promptly reimbursed by the Partnership.

4.5 Limited Partners. The Limited Partners, in their capacities as Limited
Partners, may not act for or bind the Partnership and may not participate in the
general management, conduct or control of the Partnership's business or affairs.
Nothing contained in this Section 4.5 will prohibit any Limited Partner or any
partner, shareholder, owner, officer, director, employee, agent or authorized
representative thereof from acting as an officer, director, employee, agent or
other representative of any General Partner.

4.6 Partnership Liabilities. The General Partner will have no liability for
the return of the Partners' capital contributions. All liabilities of the
Partnership, including without limitation indemnity obligations under Section
4.7, will be liabilities of the Partnership as an entity, and will be paid or
satisfied from Partnership assets. No liability of the Partnership will be
payable in whole or in part by any Partner in his capacity as a Partner (other
than the General Partner and then only in its capacity as such, as determined by
a nonappealable order of a court of competent jurisdiction and subject to
Section 4.7) or by any partner, shareholder, director, officer, agent or advisor
of any Partner or Affiliate.

4.7 Indemnity. Subject to the limitations contained in Article 11 of the
Act, the Partnership to the extent of its assets legally available for that
purpose, will indemnify and hold harmless the Partners and any partner, member,
shareholder, director, officer, agent, Affiliate and

professional or other advisor of any of them (collectively, the "Indemnified
Persons"), from and against any and all loss, damage, expense (including without
limitation fees and expenses of attorneys and other advisors and any court costs
incurred by any Indemnified Person) or liability by reason of anything any
Indemnified Person does or refrains from doing for, or in connection with the
business or affairs of, the Partnership (INCLUDING ANY LOSS, DAMAGE, EXPENSE OR
LIABILITY CAUSED BY OR ATTRIBUTABLE TO THE ORDINARY OR SIMPLE NEGLIGENCE, AS
OPPOSED TO GROSS NEGLIGENCE, OF THE INDEMNIFIED PERSON), except to the extent
that the loss, damage, expense or liability results primarily from the
Indemnified Person's gross negligence or willful breach of a material provision
of this Agreement which in either event causes actual, material damage to the
Partnership.

V. ADMISSION OF NEW LIMITED PARTNERS

5.1 Procedure for Admission.

(a) General. No Person will have title to any interest in the
Partnership until he (i) has executed and delivered all documents deemed
appropriate by the General Partner to reflect his admission to the
Partnership and his agreement to be bound by this Agreement and (ii) has
paid all expenses connected with his admission. Any purported Transfer or
Encumbrance will be ineffective until the Transferor and his Transferee
furnish to the Partnership the instruments and assurances the General
Partner may request, including without limitation, if requested, an opinion
of counsel satisfactory to the General Partner that the interest in the
Partnership being Transferred or Encumbered has been registered or is
exempt from registration under the Securities Act and all applicable
securities laws.

(b) Effect of Transfers. Upon an effective Transfer of ownership of
all or any part of a Limited Partner's interest in the Partnership, the
Partnership will continue and, upon compliance with the provisions of this
Section 5.1, the Transferee of the interest, if the Transferee is not
already a Limited Partner, will be admitted to the Partnership as a Limited
Partner or, if the Transferee is already a Limited Partner, will continue
as a Limited Partner with an additional Percentage Interest reflecting the
Transfer.

VI. LIQUIDATION AND DISSOLUTION OF THE PARTNERSHIP

6.1 Dissolution Events. The Partnership will be dissolved upon the
happening of any of the following events:

(a) All or substantially all of the assets of the Partnership,
including its Cash Items, are sold or distributed to the Partners;

(b) A document is signed by all Partners which states their election
to dissolve the Partnership;

(d) The expiration of the term of the Partnership (as set forth in
Section 1.6).

6.2 Withdrawal of or Transfer by General Partner; Continuation.

(a) The General Partner may not voluntarily or involuntarily Transfer,
or create or suffer to exist any Encumbrance against, all or any part of
its record or beneficial interest in the Partnership or voluntarily
dissolve itself or voluntarily cause its own dissolution or withdraw from
the Partnership except with prior written Partner Consent.

(b) Subject to Section 6.2(c), in the event of the bankruptcy,
dissolution, termination, removal or withdrawal (notwithstanding that such
is in contravention of Section 6.2(a) of this Agreement) of the General
Partner, the Partnership shall thereupon be dissolved. In such event, the
interest of the General Partner shall be converted to a Limited Partner's
interest for all purposes, except that it shall not participate in voting
on any matter in which the Limited Partners have the right to vote.

(c) In the event the Partnership is dissolved pursuant to Section
6.2(b), the business of the Partnership shall be continued if, within
thirty (30) days of such bankruptcy, dissolution, termination, removal or
withdrawal of the General Partner, the Limited Partners elect by unanimous
written action to continue the business of the Partnership and designate
one or more Persons (including without limitation any Limited Partner who
consents) to be a General Partner of the Partnership, upon terms consented
to by all Limited Partners and such General Partner shall have executed and
delivered to the Limited Partners written notice of its agreement to be
bound by all relevant terms of this Agreement. If the Limited Partners fail
to continue the Partnership's business as provided in this Section 6.2(c),
the Partnership will be liquidated under Section 6.3.

6.3 Method of Liquidation.

(a) Generally. Upon the happening of any of the events specified in
Section 6.1 and, if applicable, the failure to continue the business of the
Partnership under Section 6.2, the General Partner, or in the event
dissolution results from the withdrawal or retirement from the Partnership
of the General Partner, any liquidating trustee elected by Partner Consent,
will commence as promptly as practicable to wind up the Partnership's
affairs as promptly as practicable, unless the General Partner or the
liquidating trustee (either, the "Liquidator") determines that an immediate
liquidation of Partnership assets would cause undue loss to the
Partnership, in which event the liquidation may be deferred for a time
determined by the Liquidator to be appropriate. Assets of the Partnership
may be liquidated or distributed in kind, as the Liquidator determines to
be appropriate. The Partners will continue to share profits and losses from
operations during the period of liquidation in the manner set forth in
Section 3.1; however, any distributions to Partners will be made in
accordance with this Section 6.3. The proceeds from liquidation of the
Partnership, including repayment of any debts of Partners to the
Partnership, and any Partnership assets that are not sold in connection
with the liquidation will be applied in the following order of priority:

(i) to payment of the debts and satisfaction of the other
obligations of the Partnership;

(ii) to the establishment of any reserves deemed appropriate
by the Liquidator for any liabilities or obligations of the
Partnership, which reserves will be held for the purpose of paying
liabilities or obligations and, at the expiration of a period the
Liquidator deems appropriate, will be distributed in the manner
provided in Section 6.3(a)(iii); then

(iii) to the Partners as provided in Section 3.2.

If the Partnership makes distributions in kind of Partnership property
which secures indebtedness, each of the Partners receiving the distribution
of property subject to the indebtedness will be severally liable (as among
each other, but not for the benefit of others) for his pro rata share of
the indebtedness based on his Percentage Interest, provided that no Partner
will be deemed to have assumed any liability on any indebtedness secured by
property distributed to any Partner for which the Partner is not liable
under the terms of the instrument creating the indebtedness, and provided
that the liability of each Partner to other Partners for indebtedness
secured by property distributed to him will be limited to the value of his
interest in the property. Indebtedness secured by property distributed to
Partners in kind need not be discharged out of the proceeds of liquidation
of the Partnership. If a disproportionate distribution in kind is made
under this paragraph, then each Partner receiving Cash Items as opposed to
property will be released from all liability for the indebtedness secured
by the Partnership property distributed to other Partners.

(b) Compliance With Treasury Regulations. It is the intent of the
Partners that the allocations provided in Section 3.1 result in the
distributions required pursuant to Section 6.3(a) being in accordance with
positive capital accounts as provided for in the Treasury Regulations under
Code Section 704(b). However, if after giving hypothetical effect to the
allocations required by Section 3.1, the capital accounts of the Partners
are in such ratios or balances that distributions pursuant to Section
6.3(a) would not be in accordance with the positive capital accounts of the
Partners as required by the Treasury Regulations under Code Section 704(b),
such failure shall not affect or alter the distributions required by
Section 6.3(a). Rather, the Liquidator will have the authority to make
other allocations of profit and loss, or items of income, gain, loss or
deduction among the Partners which, to the extent possible, will result in
the capital accounts of each Partner having a balance prior to distribution
equal to the amount of distributions to be received by such Partner
pursuant to Section 6.3(a).

6.4 Date of Termination. The Partnership will terminate when all of the
cash and property available for application under Section 6.3(a) have been
applied in accordance with Section 6.3(a). The establishment of any reserves in
accordance with the provisions of Section 6.3(a)(ii) will not extend the term of
the Partnership, but any reserve will be distributed in the manner provided in
Section 6.3(a) upon expiration of the period established for the reserve.

6.5 Death, Dissolution, Legal Incompetency or Bankruptcy of a Limited
Partner. The death, dissolution, declaration of legal incompetence, bankruptcy
of a Limited Partner or the reorganization, acquisition or merger of a
corporation which is a Limited Partner will not dissolve the Partnership. The
deceased, dissolved, incompetent, bankrupt, reorganized, acquired

or merged Limited Partner's interest in the Partnership will pass to a successor
in interest of the Limited Partner, who will succeed to the deceased, dissolved,
incompetent, bankrupt, reorganized, acquired or merged Limited Partner's entire
interest in the Partnership and will become a Limited Partner of the Partnership
with the same Percentage Interest, the same rights to distributions made by the
Partnership, the same obligations and the same share of the Partnership's
Profits and Losses as the deceased, dissolved, incompetent, bankrupt,
reorganized, acquired or merged Limited Partner.

VII. MISCELLANEOUS

7.1 Fiscal Year. The fiscal year of the Partnership will end on the last
day of December of each year, unless another fiscal year-end is selected by the
General Partner.

7.2 Records. The records of the Partnership will be maintained at the
principal place of business of the General Partner or at any other location
selected by the General Partner.

7.3 Method of Accounting. The Partnership records will be maintained, and
its profits and losses will be accounted for, in accordance with the method of
accounting adopted by the General Partner.

7.4 Notices. Any notice or other communication required by this Agreement
must be in writing. Notices and other communications will be deemed to have been
given when delivered by hand or dispatched by telegraph, telex or other means of
electronic facsimile transmission, or three business days after being deposited
in the United States mail (registered or certified), postage prepaid, addressed
to the Partner to whom the notice is intended to be given at his address set
forth on the signature page of this Agreement or, in the case of the
Partnership, to its principal place of business provided for in Section 1.3. A
Person may change his notice address by notice in writing to the Partnership and
to each other Partner given under this Section 7.4.

7.5 Amendments; Waivers. No amendment of this Agreement will be valid or
binding upon the Partners, nor will any waiver of any term of this Agreement be
effective unless in writing and signed by all of the Partners.

7.6 Binding Effect. Subject to Section 7.16, this Agreement will inure to
the benefit of and will be binding upon the Partners, their legal
representatives, permitted Transferees, heirs, administrators, successors and
assigns.

7.7 Duplicate Originals. Any number of counterparts of this Agreement may
be executed. Each counterpart will be deemed to be an original instrument and
all counterparts taken together will constitute one agreement.

7.8 Construction. The titles of the Articles and Sections in this Agreement
have been inserted as a matter of convenience of reference only and do not
affect the meaning or construction of any of the provisions in this Agreement.

7.9 Governing Law; Jurisdiction. This Agreement is to be performed in
Dallas County, Texas and governed by the laws of the State of Texas, without
giving effect to the principles of conflict of laws.

7.10 Other Instruments. The Partners will execute other instruments and
agreements that the General Partner determines to be appropriate to carry out
this Agreement or any provision of this Agreement.

7.11 Legal Construction. In case any one or more of the provisions
contained in this Agreement for any reason is held to be invalid or
unenforceable, the invalidity or unenforceability will not affect any other
provision of this Agreement, which will be construed as if the invalid or
unenforceable provision had not been contained in this Agreement and, in lieu of
each invalid or unenforceable provision, there will be added automatically as a
part of this Agreement a provision as similar in terms to the invalid or
unenforceable provision as may be possible and be valid and enforceable.

7.12 Gender, Etc. Words used in this Agreement in any gender will be deemed
to include the masculine, feminine or neuter gender; singular words will include
the plural and plural words will include the singular; and the word "or" will be
disjunctive but not necessarily exclusive, unless the context otherwise
requires.

7.13 Waiver of Partition and Certain Other Rights; Nature of Interests in
the Partnership. Each of the Partners irrevocably waives any right or power that
he might have:

(a) To cause the Partnership or any of its assets to be partitioned;

(b) To cause the appointment of a receiver for all or any portion of
the assets of the Partnership;

(d) To file a complaint, or to institute any proceeding at law or in
equity, to cause the dissolution or liquidation of the Partnership.

Each of the Partners has been induced to enter into this Agreement in reliance
upon the waivers set forth in this Section 7.13 and without those waivers no
Partner would have entered into this Agreement. No Partner has any interest in
specific Partnership property. The interests of all Partners in the Partnership
are personal property.

7.14 Partner Approvals. Written approvals by Partners may be given in lieu
of a meeting of Partners. A written approval may be in one or more instruments
each of which may be signed by one or more Partners. A written approval need not
be signed by all Partners or by all Partners of the class of Partners whose
approval is required unless the approval of all Partners or all Partners of the
class in question is required, but notice shall be given to all Partners of
action proposed to be taken by written action, or an approval given by written
action.

7.15 Partner Meetings. Meetings of Partners or a class of Partners may be
held on such terms, and after such notice, as the General Partner may establish.
Notice of a meeting of Partners must be given to all Partners entitled to vote
at the meeting at least five days before the date of the meeting.

7.16 Creditors Not Benefited. Nothing in this Agreement is intended to
benefit any creditor of (i) the Partnership or (ii) a Partner. No creditor of
the Partnership or a Partner will be entitled to require the General Partner to
solicit or accept any loan or additional capital contribution for the
Partnership or to enforce any right which the Partnership or any Partner may
have against a Partner, whether arising under this Agreement or otherwise.

[Signature page to follow.]

SIGNATURE PAGE

GENERAL PARTNER:

Signature, Name and Address Amount of Contribution Initial Percentage Interest
--------------------------- ---------------------- ---------------------------

Redi-Mix GP, LLC $1.00 1%
a Texas Limited Liability Company

By:
---------------------------------
Bill C. Mabry, Sole Manager

Address: 1445 MacArthur Drive, #136,
Carrollton, TX 75007

LIMITED PARTNERS:

Signature, Name and Address Amount of Contribution Initial Percentage Interest
--------------------------- ---------------------- ---------------------------

Redi-Mix L.P., $ 999.00 99%
a Texas Limited Partnership

By: Redi-Mix Management, Inc.,
its General Partner

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

Address: 1445 MacArthur Drive, #136
Carrollton, TX 75007

Total All Partners $1,000.00 100%

EXHIBIT A

DEFINITIONS

Defined Terms. As used in this Agreement, the following terms will have the
following meanings when used herein with initial capital letters:

"Act" means the Texas Revised Limited Partnership Act, as amended from
time to time.

"Affiliate" means, as to any Person: (a) any Person which, directly or
indirectly, is in control of, is controlled by, or is under common control
with such Person or (b) any Person who is a director, officer, general
partner, manager or trustee (i) of such Person, (ii) of any Subsidiary of
such Person or (iii) of any Person described in clause (a) above. For the
purposes of this definition, "control" of any Person shall mean the power,
direct or indirect: (i) to vote or direct the voting of five percent (5%)
or more of the securities having ordinary voting power for the election of
directors or managers of such Person or (ii) to direct or cause the
direction of the management and policies of such Person, whether by
contract or otherwise.

"Agreement" means this Agreement of Limited Partnership.

"Cash Items" means securities and cash and cash equivalent items.

"Code" means the Internal Revenue Code of 1986, as amended from time
to time. References to sections of the Code include successor provisions to
those sections.

"Encumbrance" means any lien, pledge, encumbrance, collateral
assignment or hypothecation.

"General Partner" means the Person identified as a General Partner on
the signature page to this Agreement and any successor, assign,
substitution or replacement thereof in accordance with this Agreement.

"Indemnified Persons" has the meaning assigned to it in Section 4.7.

"Limited Partner" means a Person identified as Limited Partner on the
signature page to this Agreement and any successor, assign, substitution or
replacement thereof in accordance with this Agreement.

"Liquidator" has the meaning assigned to it in Section 6.3(a).

"Partner Consent" means the consent of 100% of the Percentage
Interests held by the Limited Partner.

"Partners" means the General Partner and the Limited Partner.

"Partnership" means the partnership formed under this Agreement.

A-1

"Percentage Interest" means the interest of a Partner stated on the
signature page of this Agreement, expressed as a percentage of the whole.

"Person" means an individual or an entity.

"Securities Act" means the Securities Act of 1933, as amended.

"Subsidiary" means, as to any Person, a corporation, partnership,
joint venture or other legal entity of which such Person owns or controls,
directly or indirectly, an equity interest sufficient to elect a majority
of the board of directors or managers (or similar controlling body) of such
entity or sufficient to otherwise control the operations of such entity.

"Transfer" means to sell, assign, transfer, lease or otherwise dispose
of property, including, without limitation, an interest in the Partnership.

A-2