AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT
OLY WALDEN GENERAL PARTNERSHIP
THIS FIRST AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF OLY WALDEN
GENERAL PARTNERSHIP (this "Amendment") is entered into this 30th day of September, 1998 by and
among Oly/Houston Walden, L.P., a Texas limited partner ("Olympus"), Oly/FM Walden, L.P., a Texas limited
partnership ("FM") and Stratus Ventures I Walden, L.P., a Texas limited partnership ("Stratus").
W I T N E S S E T H
WHEREAS, Oly Walden General Partnership, a Texas general partnership (the "Partnership") was formed on
April 8, 1998, pursuant to that certain General Partnership Agreement of Oly Walden General Partnership (the
"Partnership Agreement"), with Olympus as the initial Financial Partner and FM as the initial Operating Partner.
WHEREAS, pursuant to that certain Assignment of Partnership Interest dated of even date herewith, FM
assigned its partnership interest in the Partnership to Stratus.
WHEREAS, Olympus, FM and Stratus desire to amend the Partnership Agreement in certain respects.
NOW, THEREFORE, Olympus, FM and Stratus hereby agree as follows:
1. Consent. Olympus hereby consents to (i) the assignment by FM to Stratus of FM's interests in the Partnership,
and acknowledges the withdrawal of FM from the Partnership. Olympus hereby acknowledges and agrees that
from and after the date hereof, Stratus shall be deemed to be a partner of the Partnership. In connection
therewith, Stratus hereby assumes all of the obligations of FM under the Partnership Agreement and is hereby
entitled to all of the rights and benefits of FM under the Partnership Agreement. Effective from the date hereof, (i)
all references in the Partnership Agreement to "FM" shall become "Stratus" and (ii) all references to "Partner" or
"Partners" in the Partnership Agreement shall be deemed to include Stratus instead of FM.
2. Definitions. The following terms hereby replace or are hereby inserted as definitions in Section 1.1 of the