1
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 [ ]."