PROMISSORY NOTE


$15,400,000.00                               Greenville, South Carolina
                                             As of August 19, 1996

          FOR VALUE RECEIVED FACTORY MERCHANTS AIP IV, L.P., a South Carolina
limited partnership, as maker, having its principal place of business at One
Insignia Financial Plaza, 16th Floor, Greenville, South Carolina 29601
("BORROWER"), hereby unconditionally promises to pay to the order of UNION
CAPITAL INVESTMENTS, LLC, a Georgia limited liability company, as payee, having
its principal place of business at 5901-A Peachtree Dunwoody Road, Suite 220,
Atlanta, Georgia 30328 ("LENDER"), or at such other place as the holder hereof
may from time to time designate in writing, the principal sum of FIFTEEN MILLION
FOUR HUNDRED THOUSAND AND NO 100s DOLLARS, in lawful money of the United States
of America with interest thereon to be computed from the date of this Note at
the Applicable Interest Rate (defined below), and to be paid in installments as
follows:


                              1.  PAYMENT TERMS

          A constant payment of $137,235.18 on the first day of November 1, 1996
and on the first day of each calendar month thereafter up to and including the
first day of October 1, 2006; each of the payments to be applied as follows:

          (a)  First, to the payment of interest computed at the Applicable
               Interest Rate;

          (b)  The balance applied toward the reduction of the principal sum;
and the balance of the principal sum and all interest thereon shall be due and
payable on the first day of November, 2006 (the "MATURITY DATE").  Interest on
the principal sum of this Note shall be calculated on the basis of a three
hundred sixty (360) day year based on twelve (12) thirty (30) day months except
that interest due and payable for a period of less than a full calendar month
shall be calculated by multiplying the actual number of days elapsed in such
period by a daily rate based on said 360-day year.  The term "LOAN YEAR" as used
in this Note shall mean each complete twelve (12) month period after the first
day of the first full calendar month following the date hereof (or the date
hereof if the date hereof is the first day of a calendar month).

                                 2.  INTEREST

          The term "APPLICABLE INTEREST RATE" as used in the Security Instrument
(defined below) and this Note shall mean an interest rate equal to nine and
three-quarters percent (9.75%) per annum.


                         3.  DEFAULT AND ACCELERATION

          (a)  The whole of the principal sum of this Note, (b) interest,
default interest, late charges and other sums, as provided in this Note, the
Security Instrument or the Other Security Documents (defined below), (c) all
other monies agreed or provided to be paid by Borrower in this Note, the
Security Instrument or the Other Security Documents, (d) all sums advanced
pursuant to the Security Instrument to protect and preserve the Property
(defined below) and the lien and the security interest created thereby, and (e)
all sums advanced and costs and expenses incurred by Lender in connection with
the Debt (defined below) or any part thereof, any renewal, extension, or change
of or substitution for the Debt or any part thereof, or the acquisition or
perfection of the security therefor, whether made or incurred at the request of
Borrower or Lender (all the sums referred to in (a) through (e) above shall
collectively be referred to as the "DEBT") shall without notice become
immediately due and payable at the option of Lender if any payment required in
this Note is not paid prior to the fifth (5th) day after the date when due or on
the Maturity Date or on the happening of any other default, after the expiration
of any applicable notice and grace periods, herein or under the terms of the
Security Instrument or any of the Other Security Documents (collectively, an
"EVENT OF DEFAULT").


                             4.  DEFAULT INTEREST

          Borrower does hereby agree that upon the occurrence of an Event of
Default, Lender shall be entitled to receive and Borrower shall pay interest on
the entire unpaid principal sum at a rate equal to the lesser of (a) five
percent (5%) plus the Applicable Interest Rate  and (b) the maximum interest
rate which Borrower may by law pay (the "DEFAULT RATE").  The Default Rate shall
be computed from the occurrence of the Event of Default until the earlier of the
date upon which the Event of Default is cured or the date upon which the Debt is
paid in full.  Interest calculated at the Default Rate shall be added to the
Debt, and shall be deemed secured by the Security Instrument.  This clause,
however, shall not be construed as an agreement or privilege to extend the date
of the payment of the Debt, nor as a waiver of any other right or remedy
accruing to Lender by reason of the occurrence of any Event of Default.



                                5.  PREPAYMENT

     (a)  The principal balance of this Note may not be prepaid in whole or in
part prior to the third Loan Year.  During the third Loan Year or any time
thereafter, provided no Event of Default exists, the principal balance of this
Note may be prepaid in whole, but not in part, upon but not less than thirty
(30) days and not more than forty (40) days prior written notice to Lender
specifying the date on which prepayment is to be made (the "PREPAYMENT DATE")
and upon payment of (i) accrued interest to and including the Prepayment Date
together with a payment of all interest which would have accrued on the
principal balance of this Note to and including the first day of the calendar
month immediately following the Prepayment Date, if such prepayment occurs on a
date which is not the first day of a month (the "INTEREST SHORTFALL PAYMENT"),
(ii) all other sums due under this Note, the Security Instrument and the Other
Security Documents, and (iii) the Prepayment Consideration (defined below).
Notwithstanding the foregoing, Borrower shall have the additional privilege to
prepay the entire principal balance of this Note during the sixty (60) calendar
days immediately preceding the Maturity Date without any fee or consideration
for such privilege provided (i) no Event of Default exists, (ii) written notice
of such prepayment is given by Borrower to Lender in the manner set forth above
and (iii) Borrower shall be required to make the Interest Shortfall Payment, if
applicable.

     (b)  The term "PREPAYMENT CONSIDERATION" shall mean an amount equal to the
greater of (i) one percent (1%) of the amount prepaid, or (ii) the present value
of a series of payments each equal to the Payment Differential (hereinafter
defined) and payable on the first day of each month ("MONTHLY PAYMENT DATE")
from the date of prepayment through and including the Maturity Date discounted
at the Reinvestment Yield (hereinafter defined) (monthly compounding) for the
number of months remaining from the date of prepayment to each such Monthly
Payment Date.  The term "REINVESTMENT YIELD" as used herein shall be equal to
the yield on the U.S. Treasury issue (primary issue) with a maturity date
closest to, but not earlier than, the Maturity Date with such yield being based
on the bid price for such issue as published in The Wall Street Journal in New
York City, New York on a date fourteen (14) days prior to the date of prepayment
set forth in the prepayment notice (or, if such bid price is not published on
that date, the next preceding date on which such bid price is so published) and
converted to a monthly compounded nominal yield.  In the event The Wall Street
Journal ceases publication or ceases to publish the bid price for such U.S.
Treasury issues, Lender shall select a comparable publication to determine such
bid price.  Absent manifest error, the determination of the Reinvestment Yield
and the calculation of the Prepayment Consideration by Lender shall be binding
on Borrower.  The term "PAYMENT DIFFERENTIAL" as used herein shall be equal to
the product of (y) a fraction, the numerator of which is the excess, if any, of
a per annum interest rate equal to the Applicable Interest Rate over the
Reinvestment Yield (expressed as a decimal percentage), and the denominator of
which is 12, and (z) the principal balance of this Note.

     (c)  If any notice of prepayment is given under this Section 5, the
principal balance of this Note and the other sums required under this prepayment
section shall be due and payable on the Prepayment Date.  Lender shall not be
obligated to accept any prepayment of the principal balance of this Note unless
it is accompanied by the prepayment fees and the Prepayment Consideration due in
connection therewith.  Notwithstanding anything contained in this Section 5 to
the contrary, provided no Event of Default exists, no prepayment fee shall be
due in connection with a complete or partial prepayment resulting from the
application of insurance proceeds or condemnation awards pursuant to Sections
3.3 or 3.6 of the Security Instrument, but Borrower shall be required to make
the Interest Shortfall Payment, if applicable.

     (d)  If following the occurrence of any Event of Default, Borrower shall
tender payment of an amount sufficient to satisfy the entire Debt at any time
prior to a judicial or non-judicial foreclosure sale or sale pursuant to a power
of sale of any Property and prior to the time prepayment of the principal
balance of this Note is permitted hereunder, Borrower shall, in addition to the
entire Debt, also pay to Lender an amount equal to the sum of (i) interest
calculated as set forth in Subsection 5(a)(i) including the Interest Shortfall
Payment, (ii) prepayment fees equal to the present value of all interest
payments which would have accrued on the principal balance of this Note
outstanding as of the date of such tender at the Applicable Interest Rate from
the date of such tender to the first day prepayment is permitted pursuant to
this Note discounted at a rate equal to the Treasury Rate based on U.S. Treasury
constant maturities with maturity dates (one longer and one shorter) most nearly
approximating the date upon which prepayment is first permitted pursuant to this
Note, and (iii) a prepayment consideration equal to the Prepayment Consideration
which would have been payable to Lender pursuant to Subsection 5(a)(iii) as of
the first day of the third Loan Year based on the Treasury Rate in effect as of
the date of such tender.  If at the time of such voluntary or involuntary
prepayment of this Note, prepayment of the principal balance of the Loan is
permitted, Borrower shall, in addition to the entire Debt, also pay to Lender
the Interest Shortfall Payment, and the applicable prepayment fees and the
Prepayment Consideration set forth in Subsection 5(b) above.  An involuntary
prepayment shall include any prepayment made in connection with reinstatement of
the Security Instrument under foreclosure proceedings, or exercise of a power of
sale, any right of redemption exercised by Borrower or any other party having a
right to redeem or prevent foreclosure, or which is made or occurs upon the
consummation of any sale in foreclosure or under exercise of a power of sale.

     (e)  Any permitted partial prepayment (in connection with the application
of insurance proceeds or condemnation awards pursuant to Sections 3.3 or 3.6 of
the Security Instrument) shall be applied to the installments of principal last
due under this Note and shall not release Borrower from the obligation to pay
the installments of interest and/or principal next becoming due under this Note.

                                 6.  SECURITY

          This Note is secured by the Security Instrument and the Other Security
Documents.  The term "SECURITY INSTRUMENT" as used in this Note shall mean the
Deed of Trust and Security Agreement dated the date hereof in the principal sum
of $15,400,000.00 given by Borrower to (or for the benefit of) Lender covering
the fee and leasehold estates of Borrower in certain premises (the "PROPERTY")
located in Sevier County, State of Tennessee, and other property, as more
particularly described therein and intended to be duly recorded in said County.
The term "OTHER SECURITY DOCUMENTS" as used in this Note shall mean all and any
of the documents other than this Note or the Security Instrument now or
hereafter executed by Borrower and/or others and by or in favor of Lender, which
wholly or partially secure or guarantee payment of this Note.  Whenever used,
the singular number shall include the plural, the plural number shall include
the singular, and the words "LENDER" and "BORROWER" shall include their
respective successors, assigns, heirs, executors and administrators.

     All of the terms, covenants and conditions contained in the Security
Instrument and the Other Security Documents are hereby made part of this Note to
the same extent and with the same force as if they were fully set forth herein.


                              7.  SAVINGS CLAUSE

     This Note is subject to the express condition that at no time shall
Borrower be obligated or required to pay interest on the principal balance due
hereunder at a rate which could subject Lender to either civil or criminal
liability as a result of being in excess of the maximum interest rate which
Borrower is permitted by applicable law to contract or agree to pay.  If by the
terms of this Note, Borrower is at any time required or obligated to pay
interest on the principal balance due hereunder at a rate in excess of such
maximum rate, the Applicable Interest Rate or the Default Rate, as the case may
be, shall be deemed to be immediately reduced to such maximum rate and all
previous payments in excess of the maximum rate shall be deemed to have been
payments in reduction of principal and not on account of the interest due
hereunder.  All sums paid or agreed to be paid to Lender for the use,
forbearance, or detention of the Debt, shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread throughout the
full stated term of this Note until payment in full so that the rate or amount
of interest on account of the Debt does not exceed the maximum lawful rate of
interest from time to time in effect and applicable to the Debt for so long as
the Debt is outstanding.


                               8.  LATE CHARGE

     If any sum payable under this Note is not paid prior to the fifth (5th) day
after the date on which it is due, Borrower shall pay to Lender upon demand an
amount equal to the lesser of five percent (5%) of the unpaid sum or the maximum
amount permitted by applicable law to defray the expenses incurred by Lender in
handling and processing the delinquent payment and to compensate Lender for the
loss of the use of the delinquent payment and the amount shall be secured by the
Security Instrument and the Other Security Documents.


                              9.  NO ORAL CHANGE

     This Note may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.


                       10.  JOINT AND SEVERAL LIABILITY

     If Borrower consists of more than one person or party, the obligations and
liabilities of each person or party shall be joint and several.


                                 11.  WAIVERS

     Borrower and all others who may become liable for the payment of all or any
part of the Debt do hereby severally waive presentment and demand for payment,
notice of dishonor, protest and notice of protest and non-payment and all other
notices of any kind.  No release of any security for the Debt or extension of
time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note, the Security Instrument or
the Other Security Documents made by agreement between Lender or any other
person or party shall release, modify, amend, waive, extend, change, discharge,
terminate or affect the liability of Borrower, and any other person or entity
who may become liable for the payment of all or any part of the Debt, under this
Note, the Security Instrument or the Other Security Documents.  No notice to or
demand on Borrower shall be deemed to be a waiver of the obligation of Borrower
or of the right of Lender to take further action without further notice or
demand as provided for in this Note, the Security Instrument or the Other
Security Documents.  If Borrower is a partnership, the agreements herein
contained shall remain in force and applicable, notwithstanding any changes in
the individuals comprising the partnership after the date of this Note, and the
term "BORROWER," as used herein, shall include any alternate or successor
partnership, but any predecessor partnership and their partners shall not
thereby be released from any liability; provided, however, except for liability
under (i) a separate guaranty of this Note, or (ii) a separate indemnity, which
liability shall be determined solely by the express terms of such guaranty or
indemnity, the provisions of this sentence shall not impose liability for the
satisfaction of Borrower's obligations under this Note upon any person or entity
who is not on the date hereof a general partner of Borrower or a general partner
of Borrower's general partner.  If Borrower is a corporation, the agreements
contained herein shall remain in full force and applicable notwithstanding any
changes in the shareholders comprising, or the officers and directors relating
to, the corporation, and the term "BORROWER" as used herein, shall include any
alternative or successor corporation, but any predecessor corporation shall not
be relieved of liability hereunder.  If Borrower is a limited liability company,
the agreements herein contained shall remain in full force and effect
notwithstanding any changes in the members comprising the limited liability
company, and the term "BORROWER" as used herein shall include any alternate or
successor company, but any predecessor company and its members shall not thereby
be released from any liability.  (Nothing in the foregoing sentence shall be
construed as a consent to, or a waiver of, any prohibition or restriction on
transfers of interests in such partnership which may be set forth in the
Security Instrument or any Other Security Document.)


                                12.  TRANSFER

     Upon the transfer of this Note, Borrower hereby waiving notice of any such
transfer, Lender may deliver all the collateral mortgaged, granted, pledged or
assigned pursuant to the Security Instrument and the Other Security Documents,
or any part thereof, to the transferee who shall thereupon become vested with
all the rights herein or under applicable law given to Lender with respect
thereto, and Lender shall thereafter forever be relieved and fully discharged
from any liability or responsibility in the matter; but Lender shall retain all
rights hereby given to it with respect to any liabilities and the collateral not
so transferred.


                         13.  WAIVER OF TRIAL BY JURY

     BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,
TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THIS
NOTE, THE APPLICATION FOR THE LOAN EVIDENCED BY THIS NOTE, THIS NOTE, THE
SECURITY INSTRUMENT OR THE OTHER SECURITY DOCUMENTS OR ANY ACTS OR OMISSIONS OF
LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION THEREWITH.


                               14.  EXCULPATION

     (a)  Except as otherwise provided herein, in the Security Instrument or in
the Other Security Documents, Lender shall not enforce the liability and
obligation of Borrower to perform and observe the obligations contained in this
Note or the Security Instrument by any action or proceeding wherein a money
judgment shall be sought against Borrower, except that Lender may bring a
foreclosure action, action for specific performance or other appropriate action
or proceeding to enable Lender to enforce and realize upon this Note, the
Security Instrument, the Other Security Documents, and the interest in the
Property, the Rents (as defined in the Security Instrument) and any other
collateral given to Lender created by this Note, the Security Instrument and the
Other Security Documents; provided, however, that any judgment in any such
action or proceeding shall be enforceable against Borrower only to the extent of
Borrower's interest in the Property, in the Rents and in any other collateral
given to Lender.  Lender, by accepting this Note and the Security Instrument,
agrees that it shall not, except as otherwise provided in Section 11.10 of the
Security Instrument, sue for, seek or demand any deficiency judgment against
Borrower in any such action or proceeding, under or by reason of or under or in
connection with this Note, the Other Security Documents or the Security
Instrument.  The provisions of this Section shall not, however, (i) constitute a
waiver, release or impairment of any obligation evidenced or secured by this
Note, the Other Security Documents or the Security Instrument; (ii) impair the
right of Lender to name Borrower as a party defendant in any action or suit for
judicial foreclosure and sale under the Security Instrument; (iii) affect the
validity or enforceability of any indemnity, guaranty, master lease or similar
instrument made in connection with this Note, the Security Instrument, or the
Other Security Documents; (iv) impair the right of Lender to obtain the
appointment of a receiver; (v) impair the enforcement of the Assignment of
Leases and Rents executed in connection herewith; (vi) impair the right of
Lender to obtain a deficiency judgment on the Note against Borrower if necessary
to obtain insurance proceeds or condemnation awards to which Lender would
otherwise be entitled under the Security Instrument; provided however, Lender
shall only enforce such judgment against the insurance proceeds and/or
condemnation awards; or (vii) impair the right of Lender to enforce the
provisions of Sections 13.2, 13.3 and 13.4 of the Security Instrument.

     (b)  Notwithstanding the provisions of this Section 14 to the contrary,
Borrower shall be personally liable to Lender for the Losses (as defined in the
Security Instrument) it incurs due to: (i) fraud or intentional
misrepresentation by Borrower, its general partners, if any, its members, if
any, its principals, its affiliates, its agents or its employees or by any
Guarantor or Indemnitor in connection with the execution and the delivery of
this Note, the Security Instrument or the Other Security Documents; (ii)
Borrower's misapplication or misappropriation of (A) Rents received by Borrower
after the occurrence of an Event of Default or (B) tenant security deposits or
Rents collected in advance; (iii) the misapplication or the misappropriation of
insurance proceeds or condemnation awards; (iv) Borrower's failure to return or
to reimburse Lender for all Personal Property (as defined in the Security
Instrument) taken from the Property by or on behalf of Borrower and not replaced
with Personal Property of the same utility and of the same or greater value; (v)
any act of actual waste or arson by Borrower, any principal, affiliate, member
or general partner thereof or by any Indemnitor (as defined in the Security
Instrument) or Guarantor (as defined in the Security Instrument); (vi) any fees
or commissions paid by Borrower to any principal, affiliate, member or general
partner of Borrower, any Indemnitor or any Guarantor in violation of the terms
of this Note, the Security Instrument or the Other Security Documents; or (vii)
Borrower's failure to comply with the provisions of Sections 7.1, 12.1, 12.2,
13.2, 13.3 or 13.4 of the Security Instrument.

     (c)  Notwithstanding the foregoing, the agreement of Lender not to pursue
recourse liability as set forth in Subsection (a) above SHALL BECOME NULL AND
VOID and shall be of no further force and effect (1) in the event of Borrower's
default under Section 4.3 or 8.2 of the Security Instrument, or (2) if the
Property or any part thereof shall become an asset in a voluntary bankruptcy or
insolvency proceeding; provided, however, that upon the occurrence of a
voluntary bankruptcy of insolvency as described in this Subsection 14 (c)(2),
Borrower shall only become personally liable to Lender for up to fifty percent
(50%) of the unpaid principal balance due under the Loan.  In such event, upon
the sale of the Property by Lender in a foreclosure proceeding, or otherwise,
the portion of the unpaid principal balance of this Note with respect to which
Borrower is personally liable, shall be deemed to be paid and satisfied first
from the proceeds of such sale applied by Lender to the Debt and Other
Obligations.

     (d)  Nothing herein shall be deemed to be a waiver of any right which
Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions
of the U.S. Bankruptcy Code to file a claim for the full amount of the
indebtedness secured by the Security Instrument or to require that all
collateral shall continue to secure all of the indebtedness owing to Lender in
accordance with this Note, the Security Instrument and the Other Security
Documents.


                                15.  AUTHORITY

     Borrower (and the undersigned representative of Borrower, if any)
represents that Borrower has full power, authority and legal right to execute
and deliver this Note, the Security Instrument and the Other Security Documents
and that this Note, the Security Instrument and the Other Security Documents
constitute valid and binding obligations of Borrower.


                             16.  APPLICABLE LAW

     This Note shall be deemed to be a contract entered into pursuant to the
laws of the State of New York and shall in all respects be governed, construed,
applied and enforced in accordance with applicable federal law and the laws of
the State of New York, without reference or giving effect to any choice of law
doctrine.



                         17.  VENUE AND JURISDICTION

     Borrower agrees to submit to personal jurisdiction in the State of New York
in any action or proceeding arising out of this Note.  In furtherance of such
agreement, Borrower hereby agrees and consents that without limiting other
methods of obtaining jurisdiction, personal jurisdiction over Borrower in any
such action or proceeding may be obtained within or without the jurisdiction of
any court located in New York and that any process or notice of motion or other
application to any such court in connection with any such action or proceeding
may be served upon Borrower by registered or certified mail to, or by personal
service at, the last known address of Borrower, whether such address be within
or without the jurisdiction of any such court.  Borrower hereby agrees that the
venue of any litigation arising in connection with the indebtedness, or in
respect of any of the obligations of Borrower under this Note, shall, to the
extent permitted by law, be in New York County.


                              18.  COUNSEL FEES

     In the event that it should become necessary to employ counsel to collect
the Debt or to protect or foreclose the security therefor, Borrower also agrees
to pay all reasonable fees and expenses of Lender, including, without
limitation, reasonable attorney's fees for the services of such counsel whether
or not suit be brought.

                                 19.  NOTICES

     All notices or other written communications hereunder shall be deemed to
have been properly given (i) upon delivery, if delivered in person or by
facsimile transmission with receipt acknowledged, (ii) one (1) Business Day
(defined below) after having been deposited for overnight delivery with any
reputable overnight courier service, or (iii) three (3) Business Days after
having been deposited in any post office or mail depository regularly maintained
by the U.S. Postal Service and sent by registered or certified mail, postage
prepaid, addressed as follows:

If to Borrower:     Factory Merchants AIP IV, L.P.
                    c/o Insignia Financial Group, Inc.
                    One Insignia Financial Plaza
                    16th Floor
                    Greenville, South Carolina 29601
                    Attention: John LeBeau
                    Facsimile No.: (864) 239-1066

With a copy to:     Douglas G. Brown, Esq.
                    One Insignia Financial Plaza
                    Greenville, South Carolina  29601
                    Facsimile No.: (864) 239-1096

If to Lender:       Union Capital Investments, LLC
                    5901-A Peachtree Dunwoody Road
                    Suite 220
                    Atlanta, Georgia  30328
                    Attention: Douglas M. Horack
                    Facsimile No.: (770) 394-1595

With a copy to:     Glass, McCullough, Sherrill & Harrold
                    1409 Peachtree Street, N.E.
                    Atlanta, Georgia 30309
                    Attention: G. Wilson Horde III, Esq.
                    Facsimile No.: (404) 885-6694

or addressed as such party may from time to time designate by written notice to
the other parties.

          Either party by notice to the other may designate additional or
different addresses for subsequent notices or communications.

          "BUSINESS DAY" shall mean a day upon which commercial banks are not
authorized or required by law to close in Pigeon Forge, Tennessee.
                                 
     IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and
year first above written.


FACTORY MERCHANTS AIP IV, L.P., a South Carolina limited partnership

     By: AIP IV GP Limited Partnership, a
         South Carolina limited partnership,
         Its general partner

         By:  G.P. Services VIII, Inc., a
              South Carolina corporation,
              Its general partner

           By:  /s/ Robert D. Long
                Robert D. Long
                Vice President