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LIMITED PARTNERSHIP AGREEMENT <br /> OF <br /> SYLVAN DALE RANCH, LLLP <br /> THIS LIMITED PARTNERSHIP AGREEMENT is made and entered into as of January 1, <br /> 2001 by and among DAVID M. JESSUP and SUSAN L. JESSUP, as General Partners, and <br /> DAVID M. JESSUP, SUSAN L. JESSUP, MAYME I. JESSUP, YOHANNA R. JESSUP, <br /> MATTHEW L. JESSUP, DAVID L. JESSUP, ANDREW M. ALCAZAR and LISA INEZ <br /> ALCAZAR-HAGEN, as Limited Partners. Such parties are sometimes hereinafter collectively <br /> referred to as the "General Partners," or the "Limited Partners," as the case may be, and may be <br /> referred to collectively and in both such capacities as the "Partners." This Agreement is executed <br /> under the following facts: <br /> RECITALS <br /> A. The Partners are currently general and limited partners in Sylvan Dale Ranch <br /> Ltd., a Colorado limited partnership formed pursuant to a limited partnership agreement <br /> dated , 1982 ("Existing Limited Partnership"). The Existing Limited <br /> Partnership shall be converted to a Colorado limited liability limited partnership and shall <br /> be referred to herein as the "Partnership." <br /> B. The Existing Limited Partnership owns certain real properties more <br /> particularly described on Exhibit A attached hereto and incorporated herein by this reference <br /> (collectively referred to herein as the "Property"). The Property is currently used as a <br /> working and dude or guest ranch and includes certain improvements, easements, permits, <br /> grazing rights and other rights and licenses all of which are part of the Property. The <br /> Existing Limited Partnership also owns certain equipment,tools,furniture and other personal <br /> property items, including intangible rights (all of which is referred to herein as the <br /> "Associated Property"). <br /> C. The Partners desire to: (i) amend and restate in its entirety the Existing <br /> Limited Partnership Agreement for the Partnership, (ii) convert the Existing Limited <br /> Partnership into a registered limited liability partnership and(iii)transfer,by operation of law <br /> and pursuant to the terms of this Agreement, the Property and Associated Property to the <br /> Partnership all pursuant to the terms of this Agreement. <br /> D. The Partnership shall be a continuation of the Existing Limited Partnership <br /> and the partners intend that for tax and state law purposes the Existing Limited Partnership <br /> shall be continued and not dissolved nor terminated. <br /> E. The Partners are actively involved in the ownership of the assets contributed <br /> and to be contributed to the Partnership. The Partners have determined to join together for <br /> 462364.9 1/2/02 1 <br />