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                                                                  Exhibit 10.22




                                   AMENDMENT
                                       TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                        SIERRA PACIFIC DEVELOPMENT FUND



Section 11.2 of the Partnership Agreement is amended to read as follows:

         "11.2: The Partnership will not sell or lease any [Project] or
         [Project Interest] to the General Partners or their affiliates;
         provided that the foregoing shall not apply to the proposed merger,
         sale or other transfer of properties in connection with the
         consolidation as described in the Proxy/Consent Solicitation Statement
         of the Partnership dated [ ]."