UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, DC.  20549

                            FORM 10-Q

(Mark One)

[X]  QUARTERLY  REPORT PURSUANT TO SECTION 13  OR  15(d)  OF  THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended         March 31, 2002
                               ----------------------------------

                               or

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF  THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number                 0-14645
                        -----------------------------------------

                DIVERSIFIED HISTORIC INVESTORS II
-----------------------------------------------------------------
    (Exact name of registrant as specified in its charter)

Pennsylvania                                        23-2361261
--------------                                  -----------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

           1521 Locust Street, Philadelphia, PA   19102
-----------------------------------------------------------------
     (Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code (215) 557-9800
                                                   --------------

                              N/A
-----------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)

Indicate  by check mark whether the Registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the Registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.      Yes    X    No
                                            ------     ------

<PAGE>

                    PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

                   DIVERSIFIED HISTORIC INVESTORS II
                   ---------------------------------
                 (a Pennsylvania limited partnership)

                      CONSOLIDATED BALANCE SHEETS
                                Assets

                                March 31, 2002  December 31, 2001
                                --------------  -----------------
                                 (Unaudited)
Rental properties, at cost:
 Land                           $   847,082        $   847,082
 Buildings and improvements      38,847,686         38,847,686
 Furniture and fixtures           3,684,187          3,664,871
                                -----------        -----------
                                 43,378,955         43,359,639
Less - accumulated depreciation (25,082,896)       (24,658,035)
                                -----------        -----------
                                 18,296,059         18,701,604
Cash and cash equivalents            63,378            175,264
Restricted cash                   1,011,647            564,456
Accounts and notes receivable       251,319            195,916
Other assets (net of
 amortization of $508,266
 and $495,163)                    1,638,941          2,406,467
                                -----------        -----------
     Total                      $21,261,344        $22,043,707
                                ===========        ===========

                   Liabilities and Partners' Equity

Liabilities:
 Debt obligations               $32,707,573        $32,739,177
 Accounts payable:
  Trade                           3,891,707          3,776,209
  Related parties                 2,844,161          2,751,080
 Interest payable                13,012,467         13,459,354
 Tenant security deposits           300,736            284,087
 Other liabilities                1,677,204          1,635,925
                                -----------        -----------
     Total liabilities           54,433,848         54,645,832
Partners' deficit               (33,172,504)       (32,602,125)
                                -----------        -----------
     Total                      $21,261,344        $22,043,707
                                ===========        ===========

The accompanying notes are an integral part of these financial statements.

<PAGE>


                   DIVERSIFIED HISTORIC INVESTORS II
                 (a Pennsylvania limited partnership)

                 CONSOLIDATED STATEMENTS OF OPERATIONS
                 -------------------------------------
                              (Unaudited)

                                        Three months ended
                                             March 31,
                                      2002              2001
                                      ----              ----
Revenues:
 Rental income                   $1,324,402        $1,337,395
 Hotel income                       400,542           379,648
 Other income                           600                 0
 Interest income                      1,875             9,610
                                 ----------        ----------
     Total revenues               1,727,419         1,726,653
                                 ----------        ----------
Costs and expenses:
 Rental operations                  493,777           505,860
 Hotel operations                   336,532           302,870
 Interest                         1,029,523         1,026,729
 Depreciation and amortization      437,964           462,686
                                 ----------        ----------
     Total costs and expenses     2,297,796         2,298,145
                                 ----------        ----------
Net loss before
 extraordinary item                (570,377)         (571,492)
Extraordinary gain on
 extinguishment of debt                   0            68,458
                                 ----------        ----------
Net loss                        ($  570,377)      ($  503,034)
                                 ==========        ==========


Net loss per limited
 partnership unit:
 Loss before extraordinary item ($    27.42)      ($    27.47)
 Extraordinary item                       0              3.29
                                 ----------        ----------
Total loss per limited
 partnership unit                ($   27.42)      ($    24.18)
                                 ==========        ==========



The accompanying notes are an integral part of these financial statements.

<PAGE>



                   DIVERSIFIED HISTORIC INVESTORS II
                 (a Pennsylvania limited partnership)

                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -------------------------------------

                              (Unaudited)

                                             Three months ended
                                                  March 31,
                                             2002          2001
                                             ----          ----
Cash flows from operating activities:
 Net loss                                ($570,377)     ($503,034)
Adjustments to reconcile net loss to
 net cash provided by operating
 activities:
 Depreciation and amortization             437,965        462,386
 Extraordinary gain on extinguishment
  of debt                                        0        (68,458)
 Changes in assets and liabilities:
  Increase in restricted cash             (447,191)       (32,803)
  Increase in accounts receivable          (55,403)       (39,347)
  Decrease in other assets                 754,423         53,797
  Increase (decrease) in accounts
   payable - trade                         115,498        (59,547)
  Increase in accounts payable -
   related parties                          93,081         41,636
 (Decrease) increase in interest payable  (446,887)           491
 Increase in accrued liabilities            41,278         94,206
 Increase (decrease) in tenant
  security deposits                         16,647        (14,165)
                                          --------       --------
 Net cash used in operating activities     (60,966)       (64,538)
                                          --------       --------
Cash flows from investing activities:
 Capital expenditures                      (19,316)       (12,964)
                                          --------       --------
Net cash used in investing activities      (19,316)       (12,964)
                                          --------       --------
Cash flows from financing activities:
 Borrowings under debt obligations               0        147,972
 Principal payments                        (31,604)       (56,479)
                                          --------       --------
 Net cash used in financing activities     (31,604)        91,493
                                          --------       --------
(Decrease) increase in cash and cash
 equivalents                              (111,886)        13,991
Cash and cash equivalents at beginning
 of period                                 175,264         23,681
                                          --------       --------
Cash and cash equivalents at end of
 period                                   $ 63,378      $  37,672
                                          ========      =========

The accompanying notes are an integral part of these financial statements.

<PAGE>

                   DIVERSIFIED HISTORIC INVESTORS II
                 (a Pennsylvania limited partnership)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

The   unaudited  consolidated  financial  statements  of   Diversified
Historic  Investors II (the "Registrant") and related notes have  been
prepared  pursuant to the rules and regulations of the Securities  and
Exchange  Commission.  Accordingly, certain information  and  footnote
disclosures  normally  included in financial  statements  prepared  in
accordance  with  generally accepted accounting principles  have  been
omitted  pursuant  to  such rules and regulations.   The  accompanying
consolidated financial statements and related notes should be read  in
conjunction with the audited financial statements and notes thereto in
Form 10-K of the Registrant for the year ended December 31, 2001.

The  information furnished reflects, in the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for  a
fair presentation of the results of the interim periods presented.

NOTE 2 - EXTRAORDINARY GAIN

Effective as of March 22, 2001 Washington Square was foreclosed by the
holder  of  a  mortgage  and a judgment. As a result,  the  Registrant
recognized an extraordinary gain on the extinguishment of debt in  the
amount  of  $68,458 which is the difference between the  debt  of  the
property and the net book value of the assets.

NOTE 3 - SUBSEQUENT EVENT

The  Registrant  has determined that it is insolvent because  (i)  the
amount  of its liabilities exceeds the fair market value of its assets
and  (ii)  it  is  unable  to  pay  its  debts  as  they  become  due.
Accordingly,  pursuant  to its partnership agreement,  Registrant  has
begun the process of dissolution. In connection therewith, on June 30,
2003,  the Registrant transferred its interest in Tindeco Wharf to  an
affiliate  of  the owner of the second mortgage loan  secured  by  the
property  of  Tindeco Wharf. At transfer, the liabilities  of  Tindeco
Wharf exceeded the value of Registrant's interest in Tindeco Wharf. In
exchange  for such interest, Registrant's cost of dissolution,  up  to
$100,000, will be paid by the holder of such second mortgage loan.


Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations.

          (1)  Liquidity

              As  of  March 31, 2002, Registrant had cash of  $63,378.
Cash  generated  from operations is used primarily to  fund  operating
expenses  and  debt service.  If cash flow proves to be  insufficient,
the  Registrant will attempt to negotiate loan modifications with  the
various  lenders  in order to remain current on all obligations.   The
Registrant is not aware of any additional sources of liquidity.

              As of March 31, 2002, Registrant had restricted cash  of
$1,011,647  consisting primarily of funds held as  security  deposits,
replacement  reserves  and  escrows for taxes  and  insurance.   As  a
consequence  of the restrictions as to use, Registrant does  not  deem
these funds to be a source of liquidity.

               In recent years the Registrant has realized significant
losses,  including  the  foreclosure of two  properties,  due  to  the
properties'  inability to generate sufficient cash flow to  pay  their
operating  expenses  and debt service. At the present  time,  the  two
remaining properties are able to pay their operating expenses and debt
service  but  it is unlikely that any cash will be available  for  the
Registrant  to pay its general and administrative expenses.  Effective
March  22, 2001, Washington Square was foreclosed by the holder  of  a
mortgage  and  a judgment. In the legal proceeding involving  Morrison
Clark,  if  Capital Bank executes its $1,800,000 judgment against  the
Registrant, it is expected to have a significant adverse impact on the
Registrant  since  there is insufficient available  cash  to  pay  the
judgment.   Any such execution could result in a forced  sale  of  the
Registrant's remaining properties.  See Part II.
Item 1.  Legal Proceedings.

                It  is the Registrant's intention to continue to  hold
the  remaining  properties until they can  no  longer  meet  the  debt
service  requirements (or, as described above, Capital  Bank  executes
its   judgment  against  the  Registrant),  and  the  properties   are
foreclosed, or the market value of the properties increases to a point
where  they  can be sold at a price which is sufficient to  repay  the
underlying indebtedness (principal plus accrued interest).

               In 2003, the Registrant determined that it is insolvent
because  (i)  the  amount of its liabilities exceeds the  fair  market
value  of  its assets and (ii) it is unable to pay its debts  as  they
become  due.  Accordingly,  pursuant  to  its  partnership  agreement,
Registrant  has  begun  the  process  of  dissolution.  In  connection
therewith,  on June 30, 2003, the Registrant transferred its  interest
in  Tindeco Wharf to an affiliate of the owner of the second  mortgage
loan  secured  by  the  property of Tindeco Wharf.  At  transfer,  the
liabilities  of  Tindeco  Wharf exceeded  the  value  of  Registrant's
interest in Tindeco Wharf. In exchange for such interest, Registrant's
cost  of  dissolution, up to $100,000, will be paid by the  holder  of
such second mortgage loan.

          (2)  Capital Resources

             Any capital expenditures needed are generally replacement
items  and  are  funded  out  of cash from operations  or  replacement
reserves,  if any.  The Registrant is not aware of any factors,  other
than  the  above,  which  would cause historical  capital  expenditure
levels not to be indicative of capital requirements in the future  and
accordingly,  does  not believe that it will have to  commit  material
resources to capital investment for the foreseeable future.

          (3)  Results of Operations

              During the first quarter of 2002, Registrant incurred  a
net loss of $570,377 ($27.42 per limited partnership unit) compared to
a  net loss of $503,034 ($24.18 per limited partnership unit) for  the
same period in 2001.

              Rental income decreased $12,993 from $1,337,395  in  the
first  quarter of 2001 to $1,324,402 in the same period in  2002.  The
decrease  in  rental  income is due to the foreclosure  of  Washington
Square  in the first quarter of 2001, partially offset by an  increase
in  rental  income  at  Tindeco Wharf due to an  increase  in  average
occupancy (91% to 93%).

             Hotel income increased $20,894 from $379,648 in the first
quarter  of 2001 to $400,542 in the same period in 2002.  The increase
in  hotel  income is due to an increase in average occupancy  (66%  to
68%) at the River Street Inn/Factor's Walk.

             Interest income decreased $7,735 from $9,610 in the first
quarter of 2001 to $1,875 in the same period in 2002. The decrease  in
interest income is due to a decrease in money market interest rates.

             Rental operations expense decreased $12,083 from $505,860
in  the first quarter of 2001 to $493,777 in the same period in  2002.
The decrease in rental operations expense is due to the foreclosure of
Washington  Square  that occurred on March 22, 2001  combined  with  a
decrease  in  utilities expense, partially offset by  an  increase  in
insurance  expense  and  maintenance expense  at  Tindeco  Wharf.  The
decrease in utilities expense is due to a decrease in gas charges. The
increase  in  insurance expense is due to insurance market conditions.
The  increase  in  maintenance  expense  is  due  to  an  increase  in
maintenance service and supply combined with an increase in  appliance
repairs.

              Hotel operations expense increased $33,662 from $302,870
in  the first quarter of 2001 to $336,532 in the same period of  2002.
The  increase  in hotel operations expense is due to the  increase  in
insurance expense and an increase in maintenance expense. The increase
in  insurance  expense  is  due to insurance  market  conditions.  The
increase in maintenance expense is due to roof repairs made during the
quarter.

             Interest expense increased $2,794 from $1,026,729 in the
first  quarter  of  2001 to $1,029,523 in the  same  period  in  2002.
Interest  expense  increased at Tindeco Wharf due  to  a  decrease  in
interest  returned  to  the property by the trustee  of  the  City  of
Baltimore refunding bonds. This decrease corrects prior period  errors
when the trustee returned interest in excess of what it should.

              Losses incurred during the first quarter of 2002 at  the
Registrant's  two  properties  were  approximately  $473,000.   Losses
incurred  during  the first quarter of 2001 at the Registrant's  three
properties were approximately $414,000

              In the first quarter of 2002, Registrant incurred a loss
of  $232,000  at Tindeco Wharf including $319,000 of depreciation  and
amortization  expense,  compared to a loss of $234,000  in  the  first
quarter  of  2001, including $315,000 of depreciation and amortization
expense.  The decrease in loss from the first quarter of 2001  to  the
same  period in 2002 is due to an increase in rental income, partially
offset  by  an  increase  in rental operations  expense  and  interest
expense.  The increase rental income is due to an increase in  average
occupancy  (91% to 93%). The increase in rental operations expense  is
due  to  an  increase in insurance expense and maintenance,  partially
offset  by  a decrease in utilities expense. The increase in insurance
expense  is  due  to insurance market conditions and the  increase  in
maintenance  expense is due to an increase in maintenance service  and
supplies and appliance repairs. The decrease in utility expense is due
to  a decrease in monthly gas charges. Interest expense increased  due
to  a decrease in interest returned to the property by the trustee  of
the  City  of Baltimore refunding bonds. This decrease corrects  prior
period errors when the trustee returned interest in excess of what  it
should.

             On June 30, 2003, the Registrant transferred its interest
in  Tindeco Wharf to an affiliate of the owner of the second  mortgage
loan  secured  by  the  property of Tindeco Wharf.  At  transfer,  the
liabilities  of  Tindeco  Wharf exceeded  the  value  of  Registrant's
interest in Tindeco Wharf. In exchange for such interest, Registrant's
cost  of  dissolution, up to $100,000, will be paid by the  holder  of
such second mortgage loan.

              In the first quarter of 2002, Registrant incurred a loss
of  $241,000 at The River Street Inn/Factor's Walk including  $105,000
of  depreciation  and  amortization expense, compared  to  a  loss  of
$259,000  including $105,000 of depreciation and amortization  expense
in  the first quarter of 2001. The decrease in the loss from the first
quarter  of  2001 to the same period in 2002 is due to an increase  in
hotel  income, partially offset by an increase in maintenance expense.
The  increase  in  hotel  income is due  to  an  increase  in  average
occupancy (66% to 68%). The increase in maintenance expense is due  to
an increase in roof repairs made during the quarter.


Item 3.   Quantitative and Qualitative Disclosures
          About Market Risk

             All of our assets and liabilities are denominated in U.S.
dollars, and as a result, we do not have exposure to currency exchange
risks.

              We  do not engage in any interest rate, foreign currency
exchange  rate  or  commodity price-hedging  transactions,  and  as  a
result, we do not have exposure to derivatives risk.


Item 4.    Controls and Procedures

              We  maintain disclosure controls and procedures that are
designed  to ensure that information required to be disclosed  in  our
Securities  Exchange  Act  of  1934 reports  is  recorded,  processed,
summarized and reported within the time periods specified in the SEC's
rules  and  forms,  and  that  such  information  is  accumulated  and
communicated  to  our  management, including  our  managing  partner's
principal  executive  officer  and  principal  financial  officer,  as
appropriate, to allow timely decisions regarding required  disclosure.
In  designing  and evaluating the disclosure controls and  procedures,
our  management recognized that any controls and procedures, no matter
how  well designed and operated, can provide only reasonable assurance
of  achieving  the  desired  control objectives,  and  our  management
necessarily was required to apply its judgment in evaluating the cost-
benefit relationship of possible controls and procedures.

             Under the supervision of our managing partner's principal
executive officer and principal financial officer we have carried  out
an  evaluation of the effectiveness of our adopted disclosure controls
and  procedures  as of the end of the period covered by  this  report.
Based  upon  that  evaluation, our managing  partner's  president  and
treasurer  concluded that our disclosure controls and  procedures  are
effective.

              There  have been no significant changes in our  internal
controls over financial reporting that has materially affected, or  is
reasonably  likely  to  materially affect, our internal  control  over
financial reporting during our most recent fiscal quarter.

<PAGE>



                      PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

              In  May  1992, a partnership 69% owned by the Registrant
filed  a  reorganization petition pursuant to Chapter 11 of  the  U.S.
Bankruptcy Code in order to forestall foreclosure by a lender  on  the
property  owned by it.  In addition, the lender filed a claim  against
the  Registrant on its guaranty of payment of the partnership's  debt.
In February 1993, the lender, with permission of the bankruptcy court,
foreclosed  on the property.  In November 1993, the lender obtained  a
judgment  in the matter of Capital Bank, N.A. v. Diversified  Historic
Investors II in the amount of $1,800,000.  The judgement has not  been
executed by the lender.

Item 4.   Submission of Matters to a Vote of Security Holders

              No  matter  was submitted during the quarter covered  by
this report to a vote of security holders.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibit Number   Document
               --------------   --------
                 3              Registrant's    Amended     and
                                Restated Certificate of Limited
                                Partnership  and  Agreement  of
                                Limited Partnership, previously
                                filed as part of Amendment  No.
                                2  of Registrant's Registration
                                Statement  on  Form  S-11,  are
                                incorporated     herein      by
                                reference.

               21               Subsidiaries of the  Registrant
                                are    listed   in   Item    2.
                                Properties   on   Form    10-K,
                                previously      filed       and
                                incorporated     herein      by
                                reference.

               31               General Partners Opinion
                                Certification

               32               Certification  Pursuant  to  18
                                U.S.C. Section 1350, As Adopted
                                Pursuant to Section 906 of  the
                                Sarbanes-Oxley Act of 2002


            (b) Reports on Form 8-K:

            No  reports  were  filed on Form 8-K  during  the  quarter
            ended March 31, 2002.


<PAGE>

                              SIGNATURES

        Pursuant to the requirements of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


 Date: June 7, 2004        DIVERSIFIED HISTORIC INVESTORS II
       ------------
                           By: Dover Historic Advisors, its General
                               Partner

                               By:  EPK, Inc., Managing Partner

                                    By:  /s/ Spencer Wertheimer
                                         ----------------------
                                         SPENCER WERTHEIMER
                                         President (principal executive
                                          officer, principal financial
                                          officer)



<PAGE>


                                                            Exhibit 31

                             CERTIFICATION

  I, Spencer Wertheimer, certify that:

1.  I  have  reviewed  this quarterly report  on  Form  10-Q  for  the
 quarterly  period  ended  March 31st, 2002  of  Diversified  Historic
 Investors II;

2.      Based on my knowledge, this report does not contain any untrue
 statement  of  a  material  fact or omit to  state  a  material  fact
 necessary  to make the statements made, in light of the circumstances
 under  which  such statements were made, not misleading with  respect
 to the period covered by this report;

3.      Based  on  my knowledge, the financial statements,  and  other
 financial information included in this report, fairly present in  all
 material respects the financial condition, results of operations  and
 cash  flows  of the registrant as of, and for, the periods  presented
 in this report;

4.  I  am  responsible  for  establishing and  maintaining  disclosure
 controls  and procedures (as defined in Exchange Act Rules  13a-15(e)
 and  15d-15(e))  [Omission in accordance with SEC  Release  Nos.  33-
 8238,  34-47986  and IC-26068 (June 5, 2003)] for the registrant  and
 have:

  (a)     Designed such disclosure controls and procedures, or  caused
    such  disclosure controls and procedures to be designed  under  my
    supervision, to ensure that material information relating  to  the
    registrant,  including  its  consolidated  subsidiaries,  is  made
    known  to me by others within those entities, particularly  during
    the period in which this report is being prepared;

  (b)     [Omitted  in accordance with SEC Release Nos.  33-8238,  34-
    47986 and IC-26068 (June 5, 2003)];

  (c)     Evaluated  the effectiveness of the registrant's  disclosure
    controls   and  procedures  and  presented  in  this   report   my
    conclusions  about  the effectiveness of the  disclosure  controls
    and  procedures,  as  of  the end of the period  covered  by  this
    report based on such evaluation; and

  (d)     Disclosed  in  this  report any change in  the  registrant's
    internal  control  over financial reporting that  occurred  during
    the  registrant's  most  recent fiscal quarter  (the  registrant's
    fourth  fiscal quarter in the case of an annual report)  that  has
    materially   affected,  or  is  reasonably  likely  to  materially
    affect,   the   registrant's  internal  control   over   financial
    reporting; and

5.      I  have  disclosed,  based  on my most  recent  evaluation  of
 internal  control  over  financial  reporting,  to  the  registrant's
 auditors  and  the  audit  committee of  the  registrant's  board  of
 directors (or persons performing the equivalent functions):

  (a)     All significant deficiencies and material weaknesses in  the
    design  or  operation of internal control over financial reporting
    which  are  reasonably likely to adversely affect the registrant's
    ability   to  record,  process,  summarize  and  report  financial
    information; and

  (b)     Any fraud, whether or not material, that involves management
    or   other   employees  who  have  a  significant  role   in   the
    registrant's internal control over financial reporting.



Date:  June 7, 2004                        /s/ Spencer Wertheimer
       ------------                 Name:  ----------------------
                                           Spencer Wertheimer
                                    Title: President(principal executive
					              officer, principal financial
                                            officer) of the registrant's
                                            managing partner, EPK, Inc.

<PAGE>






                                                            Exhibit 32

                       CERTIFICATION PURSUANT TO
                        18 U.S.C. SECTION 1350,
                        AS ADOPTED PURSUANT TO
             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  In  connection  with  the Quarterly Report of  Diversified  Historic
Investors  II  (the "Company") on Form 10-Q for the  quarterly  period
ended  March  31st,  2002  as filed with the Securities  and  Exchange
Commission  on the date hereof (the "Report"), I, Spencer  Wertheimer,
President and Treasurer of the Company's managing partner, EPK,  Inc.,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted  pursuant  to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

  (1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and

  (2)  The information contained in the Report fairly presents, in all
material  respects, the financial condition and results of  operations
of the Company.


Date:  June 7, 2004                        /s/ Spencer Wertheimer
       ------------                 Name:  ----------------------
                                           Spencer Wertheimer
                                    Title: President(principal executive
					              officer, principal financial
                                            officer) of the registrant's
                                            managing partner, EPK, Inc.

<PAGE>