PRIVATE PLACEMENT BLUE SKY CHECKLIST

Information to be determined for each state in which offers or sales of the limited
partnership interests are anticipated.

1.	Transactional Exemption--Does the state have a transactional exemption(s) from
the securities registration requirement?

2.	Exemption Name--What is/are such exemption(s) called (uniform limited offering
exemption/ULOE, limited offering exemption, small offering exemption, etc.)?

3.	Statutory Citation--What is the statutory citation (cite) for the exemption(s)?

4.	Regulation Cite--What is the citation for the corresponding blue sky regulations?

5.	CCH Reference--What is the Commerce Clearing House (CCH) Blue Sky Law Reporter
paragraph number for the statute and the regulation?

6.	State Regulator--Obtain the name, title, address and phone number of the state
regulator and agency which regulates the sale of securities in the state (see CCH
Finding List in volume 1 of CCH Blue Sky Law Reporter).

7.	Federal Rule Condition Precedent--Is the state exemption tied to a specific rule
of Reg. D, i.e., is compliance with Rule 504, 505 or 506 a condition precedent to
using the state exemption?

8.	Issuer Disqualifier--Does the state exemption disqualify the issuer from relying
on the exemption if certain individuals involved with the issuer have engaged in
certain specified disqualifying acts, e.g., securities law violations?

9.	Investor Numerical Limitation--Does the state exemption limit the number of investors,
purchasers or offerees for the offering?  Does the numerical limitation apply in
that state alone or to the entire offering?

10.	Accredited Investors--Does the exemption employ the accredited investor concept,
i.e., are accredited investors excluded from the numerical count?

11.	Counting Rules--Who else is excluded from the numerical count, i.e., what are
the counting rules?

12.	Disclosure--Does the state exemption contain specific disclosure requirements
for the offering?

13.	Investor Suitability Requirements--Are state investor suitability requirements
imposed?

14.	Commissions--Are there any restrictions on the payment of commissions or other
forms of transaction-related remuneration to persons for the sale of the security,
e.g. to registered broker/dealers only?  Is there a ceiling on the amount that can
be paid?

15.	Offering Expenses--Is there a ceiling on the total amount of the expenses of
the offering including broker/dealer commissions, i.e., organizational expense,
syndication expense as a percentage of the total offering proceeds?  For example,
are the NASAA Guidelines re offering expenses imposed formally or informally on
private placements?  Do NASD Guidelines re public offerings apply?

16.	Tax Opinion--Does the state require a tax opinion for offerings being offered
or sold to non- accredited investors in such state?

17.	Legend Requirement--Is a specific legend required and if so, where must it be
placed?

18.	Purchaser Representations--Are there any specific purchaser representations
(statements) that must be elicited from the purchaser/investors, i.e., incorporated
into the subscription agreement?

19.	Filing Requirement--Is there a notice of sales filing requirement?

20.	Time for Filing--When is the notice filing required, i.e., pre-sale, post-sale,
concurrent, post- offering?  What is the exact filing date?  What event triggers
the filing?
21.	Notice Filing Form--What form is required to be filed, the Form D or the state's
own form?  Or either?

22.	Disclosure Document--Is a copy of the offering memorandum and/or all sales materials
required to be filed or does the state require that the issue undertake to provide
such materials on request?

23.	Offering Clearance--Is the burden on the issuer to inquire of the state regulator
to determine whether any required pre-filing is sufficient to clear the offering
for that state?

24.	Issuer Undertakings--Are any other issuer undertakings (i.e., promises that
would be included in the transmittal letter accompanying the filing) required?

25.	Filing Fee--Is a filing fee required?  If so, how much?

26.	Form of Payment--What is the acceptable form of payment, check, certified check,
cashier's check, etc.?  To whom should the check be made payable? (see Finding Lists
in CCH Blue Sky Law Reporter Volume I.)

27.	Consent to Service of Process--Is a consent to service of process form required?
 What form is acceptable, the standard U-2 or a specific state form?

28.	Industry Guides--Are there any special rules or industry guidelines specifically
designed to apply to public/registered offerings which are applied by analogy or
informally to private placements?

29.	Information Packet--Will the state send a packet of their forms, along with
a copy of their state exemption and any related regulations, to you on request.
Is there a fee for such a packet?

30.	Isolated Transaction Exemption--Does the state have an isolated transaction
exemption for just a few isolated sales in that state?  Is it restricted to non-issuer
sales?  If not, how many sales are permitted under that exemption, 1, 2 or maybe
3?