Exhibit 3.53



                          [NAME OF LIMITED PARTNERSHIP]

                          LIMITED PARTNERSHIP AGREEMENT


         This Limited Partnership Agreement is made as of this ________ day of
_____________________ by and between the undersigned parties (the "Partners") in
accordance with the __________________________________ of the State of
_______________________ (the "Act").

         The Partners, in consideration of the mutual promises contained herein
and intending to be legally bound, agree as follows:

                                 SPECIFIC TERMS

         1.       The name of the Limited Partnership (the "Partnership") and
                  the address of the Partnership's principal office are
                  _________________________________________________________.

         2.       The name and address of the General Partner are
                  _______________________________, a __________________________,
                  ________________________________________________.

         3.       The name and address of the Limited Partner are
                  _______________________________, a _________________________,
                  or its designee, __________________________________.

         4.       The percentage interests and capital contributions of the
                  Partners are as follows:

                  General Partner     Percentage Interest   Capital Contribution
                  ---------------     -------------------   --------------------
                  [NAME]

                  Limited Partner

                  [NAME]


         5.      The date of formation of the partnership is __________________.

                                  GENERAL TERMS

         In addition to the above-specified Specific Terms, the Partners agree
as follows:

         1.       The terms and conditions specified in the Limited Partnership
                  Certificate for the Partnership attached hereto are
                  incorporated herein by reference and shall be part of this
                  Agreement.










         2.       To the extent not specified or incorporated herein, the
                  Partnership shall be governed by the Act.

         3.       A Limited Partner's interest may be assigned in whole or in
                  part at any time, and an assignee of a Limited Partner may
                  become a Limited Partner, without the prior written consent of
                  the General Partner.

         4.       All profits and losses of the Partnership shall be shared and
                  borne by, and all distributions by the Partnership shall be
                  made to, the Partners in accordance with their Percentage
                  Interests, as set forth above.

         5.       The General Partner shall have the authority to act on all
                  matters for and on behalf of the Partnership without the prior
                  written consent of the Limited Partner.

         IN WITNESS WHEREOF, the Partners have duly executed this Partnership
Agreement as of the day and year first written above, intending this Partnership
Agreement to be effective as of the date of formation specified above.


                                                     GENERAL PARTNER
                                                     [NAME]

                                              By:    ___________________________
                                                     Name:
                                                     Title:


                                              Attest:___________________________
                                                     Name:
                                                     Title:



                                                     LIMITED PARTNER
                                                     [NAME]


                                              By:    ___________________________
                                                     Name:
                                                     Title:


                                              Attest:___________________________
                                                     Name:
                                                     Title: