LIMITED PARTNERSHIP AGREEMENT

                                       OF

                            OKLAHOMA HILLS GAS, L.P.





                                  MARCH 6, 2003


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


                                                                                                  PAGE
                                                                                                  ----
<S>                                                                                               <C>

ARTICLE I. DEFINITIONS                                                                               1

ARTICLE II. ORGANIZATION                                                                             6
   2.1   Name                                                                                        6
   2.2   Place of Business                                                                           6
   2.3   Registered Office                                                                           6

ARTICLE III. PURPOSE                                                                                 6
   3.1   Purpose                                                                                     6
   3.2   Powers of Partnership                                                                       6

ARTICLE  IV. TERM                                                                                    7

ARTICLE  V. CONTRIBUTIONS TO CAPITAL AND STATUS OF PARTNERS                                          7
   5.1   Capital Contributions and Loan Amounts                                                      7
   5.2   Additional Limited Partners                                                                 8

ARTICLE VI. DISTRIBUTIONS; ALLOCATION OF PROFITS AND LOSSES; CAPITAL
ACCOUNTS                                                                                             8
   6.1   Cash Available for Distribution                                                             8
   6.2   Allocation of Profits and Losses                                                            8
   6.3   Special Tax Allocations; Other Allocation Rules; Tax Allocations: Code Section
         704(c)                                                                                      9
   6.4   Allocations in the Event of Transfer                                                        9
   6.5   Capital Accounts                                                                           10
   6.6   Tax Distributions                                                                          11

ARTICLE VII. MANAGEMENT; RIGHTS, POWERS, AND OBLIGATIONS OF THE
PARTNERS                                                                                            11
   7.1   Management of the Partnership                                                              11
   7.2   Certain Limitations of the General Partner                                                 11
   7.3   Meetings of the Partners                                                                   12
   7.4   Voting by the Partners                                                                     12
   7.5   Independent Activities                                                                     13
   7.6   Execution of Agreements and Instruments                                                    13
   7.7   Holding of Assets                                                                          13
   7.8   Prior Expenses                                                                             13
ARTICLE VIII. TRANSFER OF INTERESTS IN THE PARTNERSHIP                                              13
   8.1   Prohibited Transfers                                                                       13
   8.2   General Partner                                                                            13
   8.3   Limited Partners                                                                           14


<PAGE>
ARTICLE IX. WITHDRAWAL AND REMOVAL OF A PARTNER                                                     16
   9.1   Withdrawal                                                                                 16
   9.2   Removal of a Limited Partner                                                               16
   9.3   Death or Disability of a Limited Partner                                                   17
   9.4   Effect of Removal                                                                          17
   9.5   Valuation of the Interest of a Partner                                                     17
   9.6   Payments to a Removed Limited Partner                                                      17

ARTICLE X. DISSOLUTION AND WINDING UP OF THE PARTNERSHIP                                            18
   10.1  Dissolution of the Partnership                                                             18
   10.2  Winding Up of the Partnership                                                              18
   10.3  Distribution In Kind                                                                       19

ARTICLE XI. BOOKS OF ACCOUNTS, ACCOUNTING, REPORTS, FISCAL YEAR,
BANKING AND TAX MATTERS PARTNER                                                                     19
   11.1   Accounting, Books and Records                                                             19
   11.2   Other Records                                                                             19
   11.3   Reports                                                                                   20
   11.4   Fiscal Year                                                                               20
   11.5   Partnership Funds                                                                         20
   11.6   Tax Matters Partner                                                                       20

ARTICLE XII. INDEMNIFICATION                                                                        21
   12.1   Indemnification                                                                           21

ARTICLE XIII. MISCELLANEOUS                                                                         22
   13.1   Agreement for Further Execution                                                           22
   13.2   Amendments                                                                                22
   13.3   Notices                                                                                   23
   13.4   Governing Law and Jurisdiction                                                            23
   13.5   Binding Nature of Agreement                                                               24
   13.6   Additional Partners                                                                       24
   13.7   Validity                                                                                  24
   13.8   Entire Agreement                                                                          24
   13.9   Indulgences, Etc                                                                          24
   13.10  Execution in Counterparts                                                                 24
   13.11  Paragraph                                                                                 24
   13.12  Number of Days                                                                            24
   13.13  Interpretation                                                                            24
   13.14  Corporate Authority                                                                       25
   13.15  Third Party Beneficiaries                                                                 25
   13.16  Appointment of Attorney-in-fact                                                           25
</TABLE>


<PAGE>
Exhibit A  -  Partners
Exhibit B  -  Special Allocations


<PAGE>
                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                              OKLAHOMA HILLS , L.P.


     THIS LIMITED PARTNERSHIP AGREEMENT is entered into effective as of March 6,
2003,  by  and  among  NANG,  Incorporated, a Delaware corporation (the "General
Partner"),  and  those  persons listed as Limited Partners on Exhibit A attached
                                                              ---------
hereto,  as  amended  from  time  to  time  after  the  date  hereof.

Intending  to  be  legally  bound,  the  parties  hereto  agree  as  follows:

ARTICLE  I.  DEFINITIONS.

     Capitalized  terms  used in this Agreement and not defined elsewhere herein
shall  have  the  following  meanings:

     "Act"  means  the  Delaware  Revised  Uniform  Limited  Partnership Act, as
      ---
amended  from  time  to  time.

     "Adjusted  Capital Account Deficit" means, with respect to any Partner, the
      ---------------------------------
deficit  balance, if any, in such Partner's Capital Account as of the end of the
relevant  fiscal  year,  after  giving  effect  to  the  following  adjustments:

          (i)     credit  to such Capital Account any amounts which such Partner
is  obligated to restore or is deemed to be obligated to restore pursuant to the
next  to  last  sentences  of  Regulations  Sections  1  .704-(2)(g)(1)  and  1
..704-2(i)(5);  and

          (ii)     debit to such Capital Account the items described in Sections
1.704-1  (b)(2)(ii)(d)(4),  (5),  and  (6)  of  the  Regulations.

     The foregoing definition of Adjusted Capital Account Deficit is intended to
comply  with  the  provisions of Section l.704-1(b)(2)(ii)(d) of the Regulations
and  shall  be  interpreted  consistently  therewith.

     An  "Affiliate"  (whether or not capitalized) of, or a Person, association,
          ---------
partnership  or  corporation "affiliated" with, a specified Person, association,
partnership or corporation, is a Person, association, partnership or corporation
that  directly,  or  indirectly through one or more intermediaries, controls, is
controlled  by,  or  is  under  common  control  with,  the  specified  Person,
association,  partnership  or  corporation.

     "Agreement"  means  this  limited partnership agreement, as the same may be
      ---------
amended  from  time  to  time.

     "Appraiser"  has the meaning set forth in Section 9.5(a) of this Agreement.
      ---------


<PAGE>
     "Bankruptcy" means, with respect to any Person, a "Voluntary Bankruptcy" or
      ----------
an "Involuntary Bankruptcy." A "Voluntary Bankruptcy" means, with respect to any
Person,  the  inability  of such Person generally to pay its debts as such debts
become  due,  or  an admission in writing by such Person of its inability to pay
its  debts  generally  or a general assignment by such Person for the benefit of
creditors;  the  filing  of  any  petition  or  answer by such Person seeking to
adjudicate  it  a  bankrupt or insolvent, or seeking for itself any liquidation,
winding  up,  reorganization,  arrangement,  adjustment,  protection, relief, or
composition  of  such  Person or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking, consenting to, or
acquiescing  in  the  entry  of  an  order  for  relief  or the appointment of a
receiver,  trustee,  custodian, or other similar official for such Person or for
any  substantial  part of its property, or corporate action taken by such Person
to  authorize  any  of  the actions set forth above. An "Involuntary Bankruptcy"
means,  with  respect to any Person, without the consent or acquiescence of such
Person,  the  entering of an order for relief or approving a petition for relief
or reorganization or any other petition seeking any reorganization, arrangement,
composition,  readjustment,  liquidation,  dissolution,  or other similar relief
under  any  present or future bankruptcy, insolvency or similar statute, law, or
regulation,  or  the  filing  of  any  such  petition  against such Person which
petition shall not be dismissed within ninety (90) days, or, without the consent
or  acquiescence  of such Person, the entering of an order appointing a trustee,
custodian,  receiver,  or liquidator of such Person or of all or any substantial
part  of  the  property of such Person which order shall not be dismissed within
sixty  (60)  days.

     "Capital  Account"  means,  with  respect  to  any  Partner, such Partner's
      ----------------
Capital  Account  determined  in  accordance  with  Section  6.6.

     "Capital  Contribution"  means,  with respect to any Partner, the amount of
      ---------------------
money  contributed  to  the Partnership by such Partner pursuant to Section 5.2.

     "Cash Available for Distribution" for any fiscal year or other period means
      -------------------------------
the  excess of (a) the amount of gross cash receipts of any kind received by the
Partnership  (including  from  any  reserves  previously  established  which the
General  Partner  determines are no longer required by the Partnership) less (b)
(i)  Operating  Expenses,  (ii)  any  reserves  established  or increased by the
General  Partner  which  it  deems reasonably necessary for the operation of the
Partnership  including,  reserves  for  working  capital  and  maturing  debt
obligations  and  other  cash requirements of the Partnership, and (iii) amounts
received  by  the  Partnership  as  Capital  Contributions.

     "Certificate of Limited Partnership" means the Partnership's Certificate of
      ----------------------------------
Limited  Partnership filed with the Secretary of State of the State of Delaware,
as  the  same  may  be  amended  from  time  to  time.

     "Code"  means the Internal Revenue Code of 1986, as amended. All references
      ----
herein to Code sections shall include corresponding provisions of future federal
tax  statutes.

     "Depreciation" means, for each fiscal year or other period, an amount equal
      ------------
to  the  depreciation,  amortization  or other cost recovery deduction allowable
with respect to an asset for such year or other period, except that if the Gross
Asset  Value  of an asset differs


<PAGE>
from its adjusted basis for federal income tax purposes at the beginning of such
year or other period, Depreciation shall be an amount which bears the same ratio
to  such  beginning  Gross  Asset  Value as the federal income tax depreciation,
amortization


or  other  cost  recovery  deduction for such year or other period bears to such
beginning  adjusted tax basis; provided, however, that if the federal income tax
depreciation,  amortization  or  other  cost recovery deduction for such year or
other  period  is  zero, Depreciation shall be determined with reference to such
beginning  Gross Asset Value using any reasonable method selected by the General
Partner.

     "General  Partner"  means  NANG,  Incorporated.
      ----------------

     "Gross  Asset Value" means, with respect to any asset, the asset's adjusted
      ------------------
basis  for  federal  income  tax  purposes,  except  as  follows:

          (i)     The  initial  Gross  Asset Value of any asset contributed by a
Partner  to  the Partnership shall be the gross fair market value of such asset,
as  agreed  by  the  contributing  Partner  and  the  General  Partner;

          (ii)     The  Gross  Asset  Values  of all Partnership assets shall be
adjusted  to  equal  their respective gross fair market values, as determined by
the  General  Partner,  as  of  the  following  times: (a) the acquisition of an
additional  Interest  in  the  Partnership  (other than pursuant to the original
purchase  at  the  time  of formation of the Partnership) by any new or existing
Partner  in  exchange  for  more than a de minimis Capital Contribution, (b) the
distribution  by  the Partnership to a Partner of more than a de minim is amount
of  Partnership  Property  (other than cash) as consideration for an Interest in
the  Partnership;  and (c) the liquidation of the Partnership within the meaning
of  Regulations  Section  1.704-1(b)(2)(ii)(g):  provided,  however,  that  the
adjustments  pursuant  to  clauses  (a)  and (b) above shall be made only if the
General  Partner  reasonably  determines  that such adjustments are necessary or
appropriate  to  reflect  the relative economic interests of the Partners in the
Partnership;

          (iii)     The  Gross  Asset Value of any Partnership asset distributed
to any Partner shall be the gross fair market value of such asset on the date of
distribution;

          (iv)     The  Gross  Asset  Values  of  Partnership  assets  shall  be
increased  (or  decreased)  to  reflect any adjustments to the adjusted basis of
such  assets pursuant to Code Section 734(b) or Code Section 743(b), but only to
the  extent  that such adjustments are taken into account in determining Capital
Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and Section 6.3(h)
hereof,  provided,  however,  that  Gross  Asset  Values  shall  not be adjusted
pursuant  hereto to the extent the General Partner determines that an adjustment
pursuant  hereto  is  necessary  or appropriate in connection with a transaction
that  would  otherwise  result  in  an  adjustment  pursuant  hereto;  and

          (v)     If  the  Gross  Asset Value of an asset has been determined or
adjusted pursuant hereto, such Gross Asset Value shall thereafter be adjusted by
the  Depreciation  taken into account with respect to such asset for purposes of
computing  Profits  and  Losses.


<PAGE>
     "Indemnitee"  has  the  meaning  set  forth  in  Section  12.1(a)  of  this
      ----------
Agreement.

     "Interest"  means  a  Partner's  economic  rights and other interest in the
      --------
Partnership  as  a  Partner  as  provided  in  this  Agreement.

     "Limited  Partner" means any person named as a Limited Partner on Exhibit A
      ----------------
in  his,  her  or  its  capacity as a Limited Partner of the Partnership and any
other  person  admitted  to  the  Partnership  as  a  Limited  Partner.

     "Limited  Partner  A"  means  Far  Group,  Inc.,  a Washington corporation.

     "Limited  Partner  B"  means  BWP  Gas  LLC,  a  Delaware Limited Liability
Company.

     "Majority  in  Interest"  means  with  respect  to  any particular group of
      ----------------------
Partners, those Partners whose Percentage Interests in the aggregate are greater
than  fifty  percent  (5  0%)  of  the  Percentage Interests owned by all of the
Partners  within  the  group.

     "Nonrecourse  Deductions"  has  the  meaning  set  forth  in  Section  1
      -----------------------
..704-2(b)(1)  of  the  Regulations.

     "Nonrecourse Liability" has the meaning set forth in Section 1 .704-2(b)(3)
      ---------------------
of  the  Regulations.

     "Operating  Expenses"  means  cash disbursements for operating expenses of,
      -------------------
and proper payments by, the Partnership, including, but not limited to (i) legal
representation  relating to the Partnership, (ii) accounting and tax preparation
and  (iii) amounts paid to satisfy the Partnership's obligations with respect to
working  interests  in  oil  and  gas  wells  held  by  the  Partnership.

     "Partner"  means  the  General  Partner  or  any  Limited  Partner.
      -------

     "Partner  Nonrecourse  Debt"  has  the  meaning  set  forth  in  Section  1
      --------------------------
..704-2(b)(4)  of  the  Regulations.

     "Partner  Minimum  Gain"  means  an  amount,  with  respect to each Partner
      ----------------------
Nonrecourse  Debt,  equal  to  the Partnership Minimum Gain that would result if
such  Partner  Nonrecourse  Debt  were  treated  as  a  Nonrecourse  Liability,
determined  in  accordance  with  Section  1  .704-2(i)(3)  of  the Regulations.

     "Partner  Nonrecourse  Deductions"  has the meaning set forth in Sections 1
      --------------------------------
..704-2(i)(1)  and  l.704-2(i)(2)  of  the  Regulations.

     "Partnership"  means  1025  Partners, L.P., a Delaware limited partnership.
      -----------

     "Partnership  Minimum  Gain"  has  the  meaning  set  forth  in  Sections 1
      --------------------------
..704-2(b)(2)  and  1.704-2(d)  of  the  Regulations.


<PAGE>
     "Partnership  Property"  means  all  properties  and  assets  which  the
      ---------------------
Partnership  may  own  or  have  an  interest  in  from  time  to  time.

     "Percentage  Interest"  means  the  Interest  of  a  Partner expressed as a
      --------------------
percentage.  The Percentage Interest of each Partner as of the date hereof is as
set  forth  on  Exhibit  A.
                ----------

     "Person"  means any individual, corporation, partnership, limited liability
      ------
company,  joint  venture,  association,  joint-stock  company,  trust,
non-incorporated  organization  or  government  or  any  agency  or  political
subdivision  thereof.

     "Prime  Rate"  means  the  interest rate published from time to time by the
      -----------
Wall  Street  Journal  as the prime lending rate (regardless of how such rate is
---------------------
specifically  described).

     "Profitor  Profits"  and  "Loss  or  Losses" means, for each fiscal year or
      ------    -------         ----      ------
other  period,  an  amount equal to the Partnership's taxable income or loss for
such  year  or  period,  as  determined  by  the  Partnership's  accountants, in
accordance  with  Code  Sec.703(a) (for this purpose, all items of income, gain,
loss  or deduction required to be stated separately pursuant to Sec.703(a)(1) of
the  Code shall be included in Profits or Losses), with the adjustments required
to  comply  with  the  capital account maintenance rules of Treasury Regulations
Sec.  1.704-1  (b)(2)(iv)  and  the  following  adjustments:

          (i)     Any  income  of  the  Partnership  that is exempt from federal
income  tax and not otherwise taken into account in computing Profits and Losses
shall  be  added  back;

          (ii)     Any  expenditures  of  the  Partnership  described  in
Sec.705(a)(2)(B)  of  the  Code  or  treated  as  Sec.705(a)(2)(B)  expenditures
pursuant  to  Treasury  Regulations  Sec.1.704-(b)(2)(iv)(i),  and not otherwise
taken into account in computing Profits or Losses, shall be subtracted from such
taxable  income  or  loss;

          (iii)     If  the  Gross  Asset  Value  of  any  Partnership  asset is
adjusted  pursuant  to  this  Agreement,  the amount of such adjustment shall be
taken  into  account in the taxable year as gain or loss from the disposition of
such  asset  for  purposes  of  computing  Profits  or  Losses;

          (iv)     Gain  or  loss  resulting from any disposition of Partnership
Property with respect to which gain or loss is recognized for federal income tax
purposes  shall  be  computed  by  reference  to  the  Gross  Asset Value of the
Partnership Property disposed of, notwithstanding that the adjusted tax basis of
such  Property  differs  from  its  Gross  Asset  Value;  and

          (v)     In  lieu  of  the  depreciation,  amortization  and other cost
recovery deductions taken into account in computing such taxable income or loss,
there  shall  be  taken  into account Depreciation for such fiscal year or other
period,  computed  in  accordance  with  this  Agreement.

     "Purchase  Price"  has  the  meaning  set  forth  in  Section  9.4  of this
      ---------------
Agreement.


<PAGE>
     "Regulations" means the regulations promulgated under the Code, as the same
      -----------
may  be  amended  or  supplemented  from  time  to  time.

     "Regulatory  Allocations"  has  the  meaning  set  forth in Section 1(h) of
      -----------------------
Exhibit  B  of  this  Agreement.

     "Removal Event" has the meaning set forth in Section 9.2 of this Agreement.
      -------------

     "Service"  has  the  meaning  set  forth in Section 11.6 of this Agreement.
      -------

     "Term"  has  the  meaning  set  forth  in  Article  IV  of  this Agreement.
      ----

     "Transfer,"  with  respect  to  any  Interest in the Partnership, means any
      -------
sale,  bequest,  assignment,  pledge, encumbrance or gift thereof, or attempt to
deliver a security interest therein, but shall not include a voluntary pledge or
assignment  pursuant  to  a written agreement by a Partner of only the rights to
recover  proceeds as distributed by the Partnership with respect to any Interest
nor  shall  include a collateral assignment of one Partner's Interest to another
Partner.

     "Unreturned  Capital  Balance"  with  respect to any Partner means all cash
      ----------------------------
paid  toward  such Partner's Capital Contribution, reduced by distributions made
to  such  Partner.

     "Valuation  Date"  has  the  meaning  set  forth  in Section 9.5(a) of this
      ---------------
Agreement.

                            ARTICLE II. ORGANIZATION

     2.1     Name.  The  name  of  the Partnership is "OKLAHOMA HILLS GAS, L.P."
             -----

     2.2     Place  of  Business.  The  principal  place  of  business  of  the
             -------------------
Partnership  shall  be  at  such place as determined by the General Partner. The
Partnership  may  establish  additional places of business within or without the
State  of  Delaware  as  and  when  required by the business of the Partnership.

     2.3     Registered  Office. The registered office for the Partnership shall
             ------------------
be  located  at  such  place  as  may  be  designated  by  the  General Partner.

                            ARTICLE III.     PURPOSE.

     3.1     Purpose.  The  purpose  for  which  the Partnership is formed is to
             -------
purchase  leasehold  interests  in  certain oil and gas prospects located in the
Potato  Hills  Deep  Gas  Exploration  located  in  Oklahoma.  In  addition, the
Partnership may engage in any lawful activity for which limited partnerships may
be organized under the laws of the State of Delaware and otherwise in accordance
with  the  terms  of  this  Agreement.

     3.2     Powers  of  Partnership.  The Partnership shall have all the powers
             -----------------------
permitted  by  law which are necessary or desirable in carrying out the purposes
and  business  of the Partnership, including, but not limited to, the following:


<PAGE>
          (a)     Transact  business  in  any  state  or  nation  in  which  the
Partnership  may  lawfully  act,  for  itself  or  as  principal,  agent  or
representative  for  any  Person,  respecting  the  business of the Partnership;

          (b)     Enter  into,  make,  perform  and  carry  out,  or  cancel and
rescind,  contracts  and  other obligations for any lawful purpose pertaining to
the  business  of  the  Partnership;

          (c)     Apply  for,  register,  obtain,  purchase or otherwise acquire
trademarks,  trade names, labels and designs relating to or useful in connection
with  any business of the Partnership, and to use, exercise, develop and license
the  use  of  the  same;

          (d)     Employ on behalf of the Partnership legal counsel, accountants
and other professional advisors with respect to any business of the Partnership;

          (e)     Compromise,  submit  to arbitration, sue on, and defend claims
in  favor  of  or  against  the  Partnership;  and

          (f)     Exercise  all  of  the  general  rights, privileges and powers
permitted  by  the  provisions  of  the  Act, as adopted or hereafter amended or
supplemented.

                              ARTICLE IV.     TERM

     The  Partnership  shall  continue in perpetuity from the date hereof unless
dissolved  sooner  pursuant  to  Article  X  of  this  Agreement  (the  "Term").

ARTICLE  V.  CONTRIBUTIONS  TO  CAPITAL  AND  STATUS  OF  PARTNERS

     5.1  Capital  Contributions  and  Loan  Amounts.
          ------------------------------------------

          (a)  General  Partner.  The  General  Partner  has  made  a  capital
contribution  to  the  Partnership  in the amount set forth on Exhibit A to this
                                                               ---------
Agreement.

          (b)  Limited  Partners.  Each  Limited  Partner  shall make an initial
Capital  Contribution,  as  described  in Exhibit A to this Agreement. The name,
mailing  address,  taxpayer  identification  number,  Capital  Contribution,
Percentage  Interest  of  each  Partner  is  set  forth  in  Exhibit  A.
                                                             -----------

          (c)  Additional  Capital  Contributions.
               ----------------------------------

               (i)     The  Partners  shall  be obligated to make all additional
contributions  to  the  capital of the Partnership, for whatever purpose, in any
amounts  requested by the General Partner, provided that, solely with respect to
any  Capital Calls made for the purpose of paying administrative expenses of the
Partnership,  the  General  Partner  shall  only  be  permitted  to  request two
additional  contributions to the capital of the Partnership per calendar year in
the  aggregate  amount  of  $300,000.  The General Partner shall deliver written
notice  requesting  any  additional  Capital  Contribution to the Partnership (a
"Capital Call") to each Limited Partner. Each Limited Partner shall be


<PAGE>
obligated  to  satisfy  its  pro rata portion of any Capital Call within fifteen
                             --------
(15)  business  days  of  receiving  such  written  request.

          (d)  Withdrawal  of  Capital  Contributions. No Partner shall have the
               --------------------------------------
right  to  withdraw  or  reduce  its  Capital  Contribution,  or  to receive any
distributions  from  the  Partnership,  except  as otherwise provided herein. No
Partner shall have the right to demand or receive any Partnership Property other
than  cash  from  the Partnership. No interest or royalties shall be paid to any
Partner  on  its  Capital  Contribution. No Partner shall have priority over any
other  Partner,  either  as  to  the return of its Capital Contribution or as to
Profits,  Losses  or  distributions,  except as may be specifically set forth in
this  Agreement.

     5.2  Additional  Limited  Partners.  Additional  Limited  Partners  may  be
          -----------------------------
admitted  to the Partnership with the consent of the General Partner and without
the  consent  of  the  Limited Partners. Any dilution of the Percentage Interest
resulting  from  the  admission of additional Limited Partners shall be borne by
all  Partners  pro  rata  in  accordance  with  their  Percentage  Interests.

          ARTICLE VI. DISTRIBUTIONS; ALLOCATION OF PROFITS AND LOSSES;
                                CAPITAL ACCOUNTS.

     6.1  Cash  Available  for  Distribution.
          ----------------------------------

          (a)  Distributions  Prior  to  Liquidation.  Cash  Available  for
               -------------------------------------
Distribution,  if  any,  shall  be distributed at times and in amounts which the
General  Partner  may,  in  its  reasonable  discretion,  determine. Amounts not
distributed  in  liquidation of the Partnership shall be distributed as follows:

               (i)  First,  99  percent to the Limited Partners in proportion to
               and  to  the  extent of their Unreturned Capital Balances and one
               percent  to  the  General  Partner  until  all Unreturned Capital
               Balances  have  been  reduced  to  zero;

               (ii) Then, 84 percent to Limited Partner A, 15 percent to Limited
               Partner  B  and  1  percent  to  the  General  Partner.

Notwithstanding  the foregoing, the General Partner may in its sole and absolute
discretion  and  at  any  time  make  a  distribution to the Limited Partners in
proportion  to  their  respective  Unreturned  Capital  Account  balances.

          (b)  Liquidating  Distributions.  Distributions  in liquidation of the
               --------------------------
Partnership and redemption of Interests shall be made in accordance with Capital
Accounts,  determined  after  taking  into  account  all  allocations under this
Article  VI, including Profits or Losses with respect to property distributed in
kind.

     6.2  Allocation  of  Profits  and  Losses.
          ------------------------------------

          (a)  Allocation  of  Profits.  After  giving  effect to the Regulatory
               -----------------------
Allocations  set  forth  in  Exhibit B of this Agreement, Profits for any fiscal
                             ---------
year or other


<PAGE>
period  of  the  Partnership  will  be  credited  to the Capital Accounts of the
Partners  in  the  following  order  of  priority:

               (i)  First, to each Partner in proportion to and to the extent of
               the excess, if any, of (A) cumulative prior allocations of Losses
               to  the Partner under subsection (b) of this Section 6.2 over (B)
               cumulative  prior  allocations  to  the Partner under this clause
               (i);

               (ii) Then,  to each Partner in proportion to and to the extent of
               the  excess,  if  any,  of  (A)  cumulative  distributions to the
               Partner  under  Section  6.1(a) as of the date of allocation over
               (B)  cumulative  prior  allocations  under  this  clause  (ii);

               (iii)  Then,  84  percent  to Limited Partner A and 15 percent to
               Limited  Partner  B  and  1  percent  to  the  General  Partner.

          (b)  Allocation  of  Losses.  After  giving  effect  to the Regulatory
Allocations set forth in Exhibit B of this Agreement, Losses for any fiscal year
                         ---------
or  other  period  will  be  allocated  as  follows:

               (i)  First, to each Partner in proportion to and to the extent of
               the  excess,  if  any, of (A) cumulative Profits allocated to the
               Partner  for all prior years under subsection (a) of this Section
               6.2  over  (B)  cumulative prior Losses allocated during the same
               period  under  this  clause

              (ii)  Then,  to  Partners,  if  any, with positive Capital Account
               balances,  in  proportion  to and to the extent of such balances;

             (iii)  Then  entirely  to  the  General  Partner.

Notwithstanding  the  foregoing,  the  Losses allocated pursuant to this Section
6.2(b)  shall  not  exceed the maximum amount of Losses that can be so allocated
without  causing  any Partner to have an Adjusted Capital Account Deficit at the
end of the fiscal year. In the event some but not all of the Partners would have
Adjusted  Capital  Account  Deficits as a consequence of an allocation of Losses
pursuant  to  Section  6.2(b),  this limitation shall be applied on a Partner by
Partner  basis  so as to allocate the maximum permissible Losses to each Partner
Section  1.704-1  (b)(2)(ii)(d)  of  the  Regulations,  and  otherwise  shall be
allocated  entirely  to  the  General  Partner.

     6.3  Special  Tax  Allocations;  Other  Allocation  Rules; Tax Allocations:
          -------------------------
Code  Section  704(c).  Special  tax allocations, other allocation rules and tax
               ------
allocations  relating  to  Code  Section  704(c)  are  as set forth on Exhibit B
                                                                       ---------
attached  hereto  and  made  a  part  hereof.

     6.4  Allocations  in  the  Event  of  Transfer.
          -----------------------------------------

          (a)     If  all  or  any  portion  of  an  Interest  is transferred in
accordance  with  Article  VIII  hereof (other than a hypothecation or any other
encumbrance  which  secures


<PAGE>
an  indebtedness  but  is not accompanied by immediate rights to distributions),
Profits,  Losses,  each  item  thereof  and all other items attributable to such
Interest  for the period from the beginning of the year in which the transfer is
effected  through the date of transfer shall be allocated to the transferor, and
all  items  attributable  for  the balance of the year shall be allocated to the
transferee.  The  General  Partner  may,  in  its sole discretion, determine the
apportionment  between  pre-  and  post-transfer allocations on the basis of the
number  of  days of the year in each period or by an interim closing of books as
of  the  end  of  the  date of transfer, except that any items attributable to a
transaction  giving  rise  to  capital  gain  or  loss  (including  gain  on the
disposition of "Section 1231 property" within the meaning of Section 1231 of the
Cod)  shall  be allocated entirely to the period in which the transaction giving
rise  to  the  gain  or  loss  occurred.  The  Partnership  shall  not  make any
adjustments  for  items  of income, gain, loss, credit, or deduction realized or
incurred prior to transfer but deferred in whole or part to a subsequent period.

          (b)  Solely  for  purposes  of  allocating  Profits,  Losses  and each
item  thereof  as  set  forth in Sections 6.2 through 6.4, the Partnership shall
recognize  the  Transfer of such Interest not later than the end of the calendar
month  during  which  it  receives written notice of such Transfer and the other
requirements  of  Article  VIII  hereof  are  satisfied,  provided  that  if the
Partnership does not receive a written notice stating the date such Interest was
transferred  and  such  other  information as the General Partner may reasonably
require  within thirty (30) days after the end of the calendar year during which
the  Transfer  occurs,  then  all  of  such  items  shall  be allocated, and all
distributions  shall  be  made,  to  the  Person who, according to the books and
records  of  the  Partnership,  on  the last day of the accounting period during
which  the  Transfer  occurs, was the owner of the Interest. The General Partner
and  the  Partnership  shall  incur  no  liability  for  making  allocations and
distributions  in accordance with the provisions of this Section 6.4, whether or
not  the  General  Partner  or  the Partnership has knowledge of any Transfer of
ownership  of  any  Interest.

     6.5  Capital  Accounts.
          -----------------

          (a)  A  Capital  Account  shall  be  maintained  for each Partner. The
provisions of this Agreement relating to the maintenance of Capital Accounts are
intended  to comply with the Regulations promulgated under Section 704(b) of the
Code.  The  Capital  Account  of each Partner shall be increased by (a) the cash
amounts of such Partner's Capital Contribution, (b) the Gross Asset Value of any
property  or services contributed to the Partnership by the Partner as agreed to
by  the contributing Partner and the Partnership, less any indebtedness to which
such  property  is  subject or which is assumed by the Partnership in connection
with the contribution (except that any amount by which such indebtedness exceeds
such  Gross  Asset  Value  of  the  property  shall be treated as a debit to the
Partner's  Capital  Account),  and  (c)  such Partner's share of Profits and any
items  in  the nature of income and gain specially allocated to it, and shall be
decreased  by (y) the amount of cash and the Gross Asset Value of other property
actually distributed to such Partner by the Partnership less any indebtedness to
which  such property is subject or which is assumed by the Partner in connection
with the distribution (except that any amount by which such indebtedness exceeds
such  Gross  Asset  Value  of  the  property shall be treated as a credit to the
Partner's  Capital  Account),  and  (z)  such  Partner's  share  of  Losses.


<PAGE>
          (b)  In  the  event  a  Partner  Transfers  all  or any portion of its
Interest  in  accordance  with  the provisions of this Agreement, the transferee
shall  succeed to the individual Capital Account of the transferor to the extent
such  Capital  Account  relates  to  the  transferred  Interest.

          (c)  It  is  the  intent  of  this  Agreement  that  each  Partner's
allocations and distributions shall be made in accordance with Section 704(b) of
the  Code.  If  the  Partnership  is advised by legal counsel that any matter or
matters  contained  in  this  Agreement are unlikely to be effective for federal
income  tax  purposes,  the General Partner is hereby granted the power to amend
the  allocation  and/or distribution provisions of this Agreement, on the advice
of  legal  counsel to the Partnership, to the minimum extent necessary to effect
the  allocation  of  Profits  and  Losses  herein.

          (d)  No  Partner  shall  be  required  at  any  time  to make any cash
contribution  to the Partnership by reason of any deficit balance in its Capital
Account,  and  no  such  deficit  balance shall increase or otherwise affect the
liability  of  a  Partner  to  third  parties

     6.6  Tax  Distributions.  Prior  to  any  distributions pursuant to Section
          ------------------
6.1  hereof  (or otherwise), the Partnership shall distribute Cash Available for
Distribution  to  the  Partners  in such amounts as the General Partner, in good
faith, estimates (the "Estimated Tax Liability") to be sufficient to permit each
Partner  to pay all federal and state income taxes which each Partner will incur
as  a  result of the required inclusion of each Partner's proportionate share of
the  Profits  of the Partnership in determining each Partner's federal and state
tax  liability,  provided that such distribution shall be made no later than the
10th  day  of January of the year following the year in question and such amount
shall  be  confirmed  by the General Partner as soon thereafter as is reasonably
practicable.  Any  distribution  made  under  this  Section 6.6 shall be applied
against such amounts such Partner is entitled to receive pursuant to Section 6.1
hereof.  In  the  event such Partner receives an amount pursuant to this Section
6.6  which  the  General  Partner  in good faith determines is (i) less than the
Estimated  Tax  Liability,  then  the  Partnership shall promptly distribute any
shortfall,  or (ii) greater than the amount such Partner was entitled to receive
pursuant  to  Section  6.1  hereof, such Partner shall immediately return to the
Partnership  the  difference  between  the  amount received and the amount which
should  have  been  distributed.

           ARTICLE VII. MANAGEMENT; RIGHTS, POWERS, AND OBLIGATIONS OF
                                  THE PARTNERS

     7.1  Management  of  the  Partnership.  Subject  to Section 7.2 hereof, the
          --------------------------------
management  and control of the Partnership and its business and affairs, and the
exercise of the powers of the Partnership described in Section 3.2 hereof, shall
be  vested  in  the  General  Partner.

     7.2  Certain  Limitations  of  the  General  Partner. Without obtaining the
          -----------------------------------------------
affirmative  vote of a Majority in Interest of the Limited Partners, voting as a
separate  class, the General Partner shall not do or permit any of the following
acts  on  behalf of the Partnership unless otherwise specifically stated herein:


<PAGE>
               (i)     Act  in  contravention  of  this  Agreement;

               (ii)    Except  as provided in Article X, do any act which would
make  it  impossible  to  carry  on  the  ordinary  business of the Partnership;

               (iii)   Confess  a  judgment  against  the  Partnership;

               (iv)    Execute or deliver any assignment for the benefit of the
creditors  of  the  Partnership;

               (v)     Impose  a  lien,  lease,  security  interest,  easement,
liability  or  otherwise  encumber  Partnership  Property, other than the Senior
Security  Interest  and  the  Class  A  Security  Interest;  or

               (vi)    sell  or  dispose  of  all  or  substantially all of the
assets of the Partnership Property in a transaction outside of the Partnership's
ordinary  course  of  business.

     7.3  Meetings  of  the  Partners.
          ---------------------------

          (a)  Meetings  of  Partners.  Except  as  otherwise  specifically
               ----------------------
provided  in  this  Agreement, special meetings of the Partners may be called by
the  General  Partner, by written notice to the Partners given not less than ten
(10)  nor  more than sixty (60) days prior to the date of such meeting. Meetings
shall  be  held  at  such  place  within  or without the State of Delaware as is
designated  in  the  notice  of  the  meeting.

          (b)  Quorum.  Except  as  provided in other sections of this Agreement
               ------
where less than all of the Partners are entitled to vote, the Partners necessary
to  approve  any  action  to  be  taken  at such meeting must be present for the
conduct  of  business  at  any  meeting  of  the  Partners.

          (c)  Written  Consent.  Any  action  of  the  Partners  may  be  taken
               ----------------
without  a  meeting  if  the  Partners  required  to approve such action consent
thereto  in  writing.

          (d)  Meeting  by  Telephone.  The  meeting of the Partners may be held
               ----------------------
by  telephone  conference  or  similar  communications  equipment.

          (e)  Proxies.  A  Partner  may  authorize  one  or more Persons to act
               -------
for such Partner by proxy, provided the proxy is signed by such Partner. A proxy
shall  not  be  valid  after  the  expiration  of  one  (1)  year from its date.

          (f)  Waiver  of  Notice.  Any notice required under this Agreement for
               ------------------
the  holding  of  meetings  of  the  Partners may be waived by any Partner by an
instrument  in writing signed by such Partner either before or after the meeting
to  which  such  waiver  relates.


<PAGE>
     7.4  Voting  by  the  Partners.  Unless otherwise stated in this Agreement,
          -------------------------
an affirmative vote of a Majority in Interest of the Limited Partners, voting as
a  class, shall be required to adopt any matter subject to a vote of the Limited
Partners.

     7.5  Independent  Activities.  Subject  to  any  other  agreement among the
          -----------------------
parties,  Partners and Affiliates of Partners may, notwithstanding the existence
of  this  Agreement, engage in whatever activities they choose without having or
incurring  any  obligation  to  offer  any  interest  in  such activities to the
Partnership  or  any  Partner,  and  neither  this  Agreement  nor  any activity
undertaken  pursuant  hereto  shall  prevent  the Partners or any Affiliate of a
Partner  from engaging in any activity, or require the Partners or any Affiliate
of  a  Partner  to permit the Partnership or any Partner to participate therein.

     7.6  Execution  of  Agreements  and  Instruments.  Any  agreement  or
          -------------------------------------------
instrument  may  be executed on behalf of the Partnership by the General Partner
or  as  otherwise  authorized  by  the  General  Partner.

     7.7  Holding  of  Assets.  All Partnership Property, whether real, personal
          -------------------
or mixed, owned by the Partnership shall be held in the name of the Partnership.

     7.8  Prior  Expenses.  To  the  extent  expenses  have  been  incurred  in
          ---------------
connection  with  the  Partnership  prior  to  the  date  of this Agreement, the
Partnership  shall  pay  such expenses or shall reimburse the General Partner or
any  other  Person  as  appropriate  for  such  expenses  if  already  paid.

             ARTICLE VIII. TRANSFER OF INTERESTS IN THE PARTNERSHIP

     8.1  Prohibited  Transfers.  Neither  the  General  Partner  nor any of the
          ---------------------
Limited  Partners may sell, assign, transfer or otherwise dispose of, or pledge,
hypothecate  or  transfer  or  in  any  manner  encumber, his or its Partnership
Interest  or  any part thereof except as permitted in this Article VIII, and any
act in violation of this Article VIII shall not be binding upon or recognized b,
the  Partnership  regardless of whether the General Partner shall have knowledge
thereof

     8.2  General  Partner.
          ----------------

          (a)     Upon  the withdrawal, retirement, resignation, removal, death,
insanity,  dissolution  or  bankruptcy  of  a  General Partner (the "Terminating
General Partner") and the continuation of the business of the Partnership by the
remaining  General  Partner[]  (or  if  there is no remaining General Partner, a
newly  appointed  General  Partner,  appointed upon the consent of a Majority in
Interest  of the Limited Partners), the Partnership Interest of such Terminating
General  Partner shall be converted to a Limited Partnership Interest; provided,
however,  that  the  distributions,  Profits and Losses to which the Terminating
General  Partner  shall be entitled shall not be changed from those to which the
Terminating  General  Partner  was  entitled  while  a  General  Partner.

          (b)     Until  the  dissolution and liquidation of the Partnership, no
General  Partner  shall  voluntarily  withdraw,  retire  or  resign  from  the
Partnership  without  the  consent of the then remaining General Partners, or if
there  is  no  other  General  Partner, of a Majority in Interest of the Limited
Partners.  Although such withdrawal, retirement or


<PAGE>
resignation  in  breach  of  this  Subsection  8.2(b)  may not be enjoined, such
General Partner shall be liable in damages to the Partnership for such breach. A
sole  remaining  General  Partner  seeking  to  withdraw,  may  do  so only upon
obtaining  the  prior  written approval of a Majority-in-Interest of the Limited
Partners.

     8.3  Limited  Partners.
          -----------------

          (a)  The  General  Partner  may  (1)  pursuant  to  this  Section 8.3,
admit  as  a  substituted Limited Partner any successor in interest to a Limited
Partner  either  deceased  or  under  legal disability, and (2) pursuant to this
Section 8.3 admit as substituted Limited Partners assignees of Limited Partners:

               (i)  A  substituted  Limited  Partner is a person admitted to all
the  rights  of  a  Limited  Partner;

               (ii) An  assignee  is  a  person  to  whom  a Limited Partner has
assigned  his  Interest  in the Partnership but who has not become a substituted
Limited  Partner.  An assignee shall have no right to require any information or
accounting  of  the  Partnership's  transactions or to inspect the Partnership's
books  but  shall only be entitled to receive the share of the distributions and
allocations  to  which  his assignor would otherwise be entitled as set forth in
Article  VI.

          (b)  No  assignee  of  the whole or any portion of a Limited Partner's
Interest  shall  have the right to become a substituted Limited Partner in place
of  his  assignor or have any other rights of a Limited Partner hereunder unless
all  of  the  following  conditions  are  satisfied:

               (i)  The  written  consent  of  the  General  Partner  to  such
substitution  shall be obtained, the granting or denial of which shall be within
the  sole  and  absolute  discretion  of  the  General  Partner;

               (ii) A  duly  executed  and  acknowledged  written  instrument of
assignment has been filed with the Partnership which sets forth the intention of
the  assignor  that  the  assignee  become  a substituted Limited Partner in his
place;

               (iii)  The  assignor  and  assignee  execute and acknowledge such
other  instruments  as  the  General  Partner may deem necessary or desirable to
effect  such  admission,  including,  without limitation, an opinion of counsel,
acceptable  to  the  General  Partner,  to the effect that the assignment of the
interest will not violate the applicable provision of the Securities Act of 1933
and any applicable state securities laws, the written acceptance and adoption by
the  assignee  of  the  provisions  of  this  Agreement  and  his  execution,
acknowledgment,  and delivery to the General Partner of a Power of Attorney, the
form  and  content of which are more fully described in Paragraph 12 hereof; and

               (iv) A  transfer  fee  not  to exceed $300.00 per transaction has
been  paid  to  the  Partnership.


<PAGE>
          (c)  Any  person  admitted  to  the  Partnership  as  a  Substituted
Limited  Partner  shall be subject to all of the provisions of this Agreement as
if  originally  a  party  to  it.

          (d)  Subject  to  the  provisions  of  subparagraph  8.3(j)  hereof,
compliance with the suitability standards imposed by the Partnership, applicable
"blue  sky"  laws,  if  any,  and the rules of any other applicable governmental
authority and subject to the written consent of the General Partner (except that
assignments  to  heirs  and personal representatives may be made without consent
upon  the death of a Limited Partner), a Limited Partner shall have the right to
assign  all  or  a portion of his Interest by a written assignment, the terms of
which are not in contravention of any of the provisions of this Agreement, which
assignment  has  been  duly  executed  by  the  assignor  and  received  by  the
Partnership and recorded on the books thereof Any assignment in contravention of
any  of the provisions of this Subsection 8.3(d) shall be of no force and effect
and  shall  not  be binding upon or recognized by the Partnership. THE INTERESTS
EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE INTERESTS ACQUIRED BY
LIMITED  PARTNERS  MAY  NOT  BE  SOLD  OR  OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT FOR THE INTERESTS UNDER THE SECURITIES ACT OF
1933,  AS  AMENDED,  AND  SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN OPINION OF
COUNSEL  SATISFACTORY TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED.

               (i)  Except  as  provided  in  Subsections  8.3(h),  8.3(i)  and
8.3(j), an assignee of an Interest shall be entitled to receive distributions of
cash  or  other  property  from  the  Partnership  attributable  to the Interest
acquired  by reasons of such assignment from and after the effective date of the
assignment  of  an  Interest to him. The "effective date" of an assignment of an
Interest  shall  be  the  last  day  of  the calendar month in which the written
instrument  of  assignment,  in  form  and substance satisfactory to the General
Partner,  is  received  and  approved  by  the  General  Partner.

               (ii) Anything  contained  herein  to  the  contrary
notwithstanding,  both the Partnership and the General Partner shall be entitled
to treat the assignor of a Partnership Interest as the absolute owner thereof in
all  respects,  and  shall incur no liability for distributions of cash or other
property  made  in  good faith to him until such times as the written assignment
has  been  received  by,  and  recorded  on  the  books  of  the Partnership, in
accordance  with  the  provisions  of  Subsection  8.3(d)(i).

          (e)  The  General  Partner  may elect to treat an assignee who has not
become  a  substituted  Limited  Partner as a substituted Limited Partner in the
place of his assignor, should it deem, in its sole and absolute discretion, that
such  treatment  be  in  the  best  interest  of  the Partnership for any of its
purposes  or  for  any  of  the  purposes  of  this  Agreement.

          (f)  No  consent  of  any of the Limited Partners is required to elect
the substitution of a Limited Partner, except that a Limited Partner who assigns
his  Interest  shall,  in order for the assignee to be admitted as a substituted
Limited  Partner,  evidence  his  intention  that  the assignee be admitted as a
substituted  Limited  Partner  in his place


<PAGE>
and  must execute such instruments as the General Partner shall, in its sole and
absolute  discretion,  determine  to  be  necessary  or  desirable in connection
therewith.

          (g)  The  General  Partner  shall  be required to amend this Agreement
only quarterly but may, in its sole and absolute discretion, within a reasonable
time  after the date of their written consent to the substitution of an assignee
as  a  substituted Limited Partner, amend this Agreement to reflect the addition
of  said assignee as a Limited Partner. Neither copies of this Agreement nor any
amendment  thereto  need  be  delivered  to any of the Limited Partners and such
requirement  in any statute is hereby waived. However, upon request, the General
Partner  will  promptly thereafter furnish the requesting Limited Partner with a
copy  of  this  Agreement  and any amendments thereto as of the date of request.

          (h)  Upon  the  death  or  legal incompetency of an individual Limited
Partner,  his  personal representative shall have all of the rights of a Limited
Partner  for  the purpose of settling or the managing his estate, and such power
as  the  decedent  or  incompetent  possessed  to  constitute  a successor as an
assignee  of  his  Interest in the Partnership and to join with such assignee in
making  application  to  substitute such assignee as a Limited Partner. However,
such  personal  representative  shall not have the right to become a substituted
Limited  Partner  in  the  place  of  his  predecessor  in  interest  unless the
conditions  of this Article VIII are first satisfied (except with respect to the
requirement  that  the  assignor  execute  and  acknowledge  instruments).

          (i)  Upon the bankruptcy, dissolution or other cessation to exist as a
legal  entity of a General or Limited Partner, not an individual, the authorized
representative  of such entity shall have all of the rights of a Limited Partner
for  the  purpose of effecting the orderly winding up and the disposition of the
business  of such entity and such power as such entity possessed to constitute a
successor  as  an  assignee  of its interest in the Partnership and to join with
such  assignee  in  making  application to substitute such assignee as a Limited
Partner.  However,  such  personal  representative  shall  not have the right to
become a substituted Limited Partner in the place of his predecessor in interest
unless the conditions of this paragraph are first satisfied (except with respect
to  the  requirement  that  the  assignor  execute and acknowledge instruments).

          (j)  No  assignment  or transfer of an interest in the Partnership may
be  made  which would result in the termination of the Partnership under Section
708  of  the  Code.

                 ARTICLE IX. WITHDRAWAL AND REMOVAL OF A PARTNER

     9.1  Withdrawal.  No  Partner  may  withdraw or resign voluntarily from the
          ----------
Partnership.

     9.2  Removal  of  a  Limited  Partner.  Upon  the  occurrence of any of the
          --------------------------------
following  events  (each,  a  "Removal  Event"),  the Partnership shall have the
option  (but  not the obligation) to remove a Limited Partner. A Limited Partner
may  only  be  removed  pursuant  to  this  Section  9.2  in  the  event  of:

          (a)  The  dissolution,  termination,  or  Bankruptcy  of  the  Limited
Partner;


<PAGE>
          (b)  Any  assignment  or  attempted  assignment  of  the Interest of a
Limited  Partner or attempted withdrawal of the Limited Partner contrary to this
Agreement;  or

          (c)  The  material  breach  of  this  Agreement by the Limited Partner
that  is  not  cured  (if such material breach is capable of being cured) within
thirty  (30)  days  of  the  receipt  of  notice form the General Partner of the
occurrence  of  such  material  breach.

     9.3  Death  or  Disability  of a Limited Partner. In the event of the death
          -------------------------------------------
or  disability  of an individual Limited Partner, the Partnership shall have the
assignable option (but not the obligation) to acquire all or any portion of such
Limited  Partner's  Interest  by  notifying  the  Limited  Partner,  the Limited
Partner's  estate  or  the Limited Partner's representative, as the case may be,
within  ninety  (90) days of the date of death or determination of disability of
such  Limited  Partner of the Partnership's intention to acquire the Interest of
such  Limited  Partner  in  the  Partnership.  The  price  and terms of purchase
pursuant  to  which  the  Partnership  shall  be entitled to exercise the option
granted  in  this  Section  9.3  shall  be those set forth in Section 9.4 hereof

     9.4  Effect  of  Removal.  If  the  Partnership  exercises  the  options
          -------------------
described  in Sections 9.2 or 9.3, then the Partnership shall redeem the removed
Partner's  Interest  for  the  purchase  price (the "Purchase Price") determined
under  Section  9.5  to  be  paid  on  the  terms  described  in  Section  9.6.

     9.5  Valuation  of  the  Interest  of  a  Partner.  For  purposes  of  this
          --------------------------------------------
Article  IX,  the  Purchase  Price  for  a removed, deceased or Disabled Limited
Partner's  Interest  shall  be  the  value  of  such  Limited Partner's Interest
determined  as  follows:

          (a)  The  General  Partner  shall  select  an independent, third-party
appraiser,  experienced  in  appraising limited partnership interests similar to
the  Interests  (the "Appraiser"). The Appraiser will determine the value of the
Limited  Partner's  Interest  as  of  the  end of the calendar month immediately
preceding the Removal Event based upon the value of the Partnership's assets net
of  liabilities  assuming all assets were sold at such value and all liabilities
were  satisfied by cash payments at their present value and any resulting deemed
Profit  or  Loss  was  allocated  to  the Partners pursuant to the terms of this
Agreement.  The determination of the value of a Limited Partner's Interest shall
assume  the  going  concern  of  the Partnership and shall not take into account
minority  discounts  for the Capital Account being valued. The date on which the
Interest is to be valued pursuant to this Section shall be referred to herein as
a  "Valuation  Date."  The Appraiser shall within sixty (60) days of the Removal
Event  prepare  a  statement  and  report of the amount of the Limited Partner's
Interest  as  of the Valuation Date. A copy of such statement and report will be
forwarded  to  each  Partner.

          (b)  The  Partnership's  name  and  goodwill  shall,  as  among  the
Partners, be deemed to have no value and shall belong to the Partnership, and no
Partner  shall  have  any  right  or  claim  individually  to  the  use  thereof

     9.6  Payments  to  a  Removed  Limited  Partner.  The  Purchase  Price,  as
          ------------------------------------------
determined under Section 9.5, shall be paid to the removed, deceased or disabled
Limited  Partner,  or  its  successor  in  interest  as  follows:


<PAGE>
          (a)  Ten  percent  (10%)  in  cash  or  immediately available funds by
the  ninetieth  (90th)  day  following  the  date of the Removal Event, death or
disability  (the  "Closing  Date"),  and

          (b)  The  balance  of  principal  together with interest on the unpaid
principal balance at a rate of interest equal to the Prime Rate in effect on the
business  day  prior  to  the  Closing  Date  in twelve (12) equal installments,
payable  each March 31, June 30, September 30 and December 31, commencing on the
first March 31, June 30, September 30 or December 31 following the Closing Date;
provided,  however,  that  (i) the Partnership may, at any time and from time to
time  at  its  sole  option  and election, without penalty or premium, repay the
balance,  in whole or in part, and (ii) the balance shall become immediately due
and  payable (A) if any installment of the balance shall not have been paid when
due  and  the Partnership shall have failed to cure such default within ten (10)
days  after the Partnership's receipt of a written notice of such default or (B)
if  the  Partnership  is  dissolved.

            ARTICLE X. DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

     10.1 Dissolution  of  the  Partnership.  The Partnership shall be dissolved
          ---------------------------------
upon  the  first  to  occur  of  any  of  the  following  events:

          (a)  An  order  by  a court of competent jurisdiction decrees that the
Partnership  be  dissolved;

          (b)  The  determination  of  the  General  Partners  and a Majority in
Interest  of  the  Limited  Partners  to  dissolve;  or

          (c)  The  sale  or  other  disposition  of all or substantially all of
the  assets  of  the  Partnership.

     The  occurrence of any Removal Event of any Limited Partner shall not cause
the  dissolution  of  the  Partnership.

     10.2 Winding  Up  of  the  Partnership.  Upon  a  dissolution  of  the
          ---------------------------------
Partnership,  the  General  Partner  or  other  Person  appointed by the General
Partner, shall take full account of the Partnership's assets and liabilities and
the  assets  shall be liquidated as promptly as is consistent with obtaining the
fair  value  thereof  and as shall be necessary to timely make the distributions
below  described, and the proceeds therefrom, to the extent sufficient therefor,
shall  be  applied  and  distributed  in  the  following  order:

          (a)  First,  to  the  payment  and  discharge  of  all  of  the
Partnership's  debts  and  liabilities  other  than  liabilities  owing  to  the
Partners,  including  establishment  of  any  necessary  contingency  reserves;

          (b)  Then,  to  the  payment of any liabilities owing to the Partners;

          (c)  Then,  to  the  Partners  in  accordance  with Unreturned Capital
Balances.


<PAGE>
          (d)  Then,  after  taking  into  account  all  distributions  and
allocations  of  Profits  and  Losses  provided  for  in  this Agreement, to the
Partners  in  accordance  with  positive  Capital  Account  Balances.

     10.3 Distribution  In  Kind.  Any  Partnership Property distributed in kind
          ----------------------
in  the  liquidation  shall  be  valued and treated pursuant to Section 9.5. The
difference  between the value of any item of Partnership Property distributed in
kind and its book value shall be treated as a gain or loss on the disposition of
Partnership  Property  and  shall be allocated among the Partners as provided in
Article  VI.

           ARTICLE XI. BOOKS OF ACCOUNTS, ACCOUNTING, REPORTS, FISCAL
                      YEAR, BANKING AND TAX MATTERS PARTNER

     11.1 Accounting,  Books  and  Records.  The  Partnership  shall maintain at
          --------------------------------
its  principal  place  of  business  or such other places as the General Partner
shall determine books of account for the Partnership which shall show a true and
accurate  record  of  all  costs  and  expenses  incurred, all charges made, all
credits made and received, and all income derived in connection with the conduct
of  the  Partnership  and  the  operation  of  its  business  in accordance with
generally accepted accounting principles consistently applied and, to the extent
inconsistent  therewith in accordance with this Agreement. The Partnership shall
use  the  accrual  method of accounting in preparation of its annual reports and
for  tax purposes and shall keep its books and records accordingly. Each Partner
or  its designated representative shall have the right, during ordinary business
hours, to have access to, inspect and copy, at its sole expense, the contents of
such  books  or  records.

     11.2 Other  Records.
          --------------

          (a)  The  Partnership  shall  maintain  at  its  principal  place  of
business  the  following:

               (i)  A  current  list  of  the full names and last known business
address  of  each  Partner;

               (ii) A  copy  of  the  Certificate  of  Limited  Partnership, all
amendments  thereto,  and  executed copies of any powers of attorney pursuant to
which  the  same  have  been  executed;

               (iii) A  copy  of  this  Agreement,  all amendments thereto, and
executed  copies  of  any  written powers of attorney pursuant to which the same
have  been  executed;

               (iv) Copies  of  any  federal,  state,  and  local  income  tax
returns  and  reports  of  the  Partnership for the three most recent years; and

               (v)  Copies  of  any  financial statements of the Partnership for
the  three  most  recent  years.


<PAGE>
          (b)  Except  as  otherwise  set  forth herein, each Partner shall have
the  right,  exercisable  upon written demand, to examine the items described in
Section  11.2(a)  during  ordinary business hours and for any purpose reasonably
related  to  the  Partner's  Interest  in the Partnership (which purpose must be
stated  in the written demand), and shall have the right, at its own expense, to
make  copies  of  all  such  items.

     11.3 Reports.
          --------

          (a)  The  General  Partner  shall  be  responsible for the preparation
of  financial  reports  of  the  Partnership  and  the coordination of financial
matters  of  the  Partnership  with  the  Accountant.

          (b)  Within  90  days  after  the end of each fiscal year, the General
Partner  shall  transmit  to  each  Partner  financial statements based upon the
annual  audit of the books and financial records of the Partnership, prepared in
accordance  with  generally  accepted  accounting principles, and, to the extent
inconsistent  therewith,  in  accordance  with  this  Agreement,  including  the
following:

               (i)     A  copy of the balance sheet of the Partnership as of the
last  day  of  such  fiscal  year;

               (ii)     A  statement  of  income or loss for the Partnership for
such  fiscal  year;

               (iii)    A  statement  of  the  Partners'  Capital  Accounts and
changes  therein  for  such  fiscal  year;  and

               (iv)     A  statement  of  Partnership  cash flow for such fiscal
year.

          (c)  Within  ninety  (90)  days after the end of each fiscal year, the
General  Partner  shall  transmit  to  each  Partner  a  report  indicating such
Partner's share of all items of income or gain, expense, loss or other deduction
and  tax  credit  of  the  Partnership for such fiscal year, and such additional
information  to  enable  the  Partners to complete their respective tax returns.

          (d)  The  General  Partner  shall  transmit  to  the  Limited Partners
such  other  reports  and  information  as  the  Limited Partners may reasonably
request.

     11.4 Fiscal  Year.  The  fiscal  year  of Partnership shall be the calendar
          ------------
year.

     11.5 Partnership  Funds.  All  funds  of the Partnership shall be deposited
          ------------------
in  its name in a separate bank account or accounts or in an account or accounts
of  a  savings  and loan association or brokerage firm as shall be determined by
the  General  Partner.

     11.6 Tax  Matters  Partner.  The  General  Partner  shall  serve  as  the
          ---------------------
Partnership's  "tax  matters  partner" (as such term is defined in the Code). In
such capacity, the Tax Matters Partner is hereby authorized and empowered to act
for  and  represent  the  Partnership  and  each  of the Partners before (i) the
Internal  Revenue  Service  ("Service")  in  any  audit  or  examination  of any
Partnership tax return, and (ii) any court selected by the


<PAGE>
Partners  for  judicial  review  of  any adjustment assessed by the Service. The
Partners specifically acknowledge, without limiting the general applicability of
this  Section,  that the Tax Matters Partner shall not be liable, responsible or
accountable  in  damages  or  otherwise  to  the Partnership or any Partner with
respect  to  any action taken by him in his capacity as the Tax Matters Partner,
provided  he used reasonable business judgment with respect to the action taken.
All  out-of-pocket  expenses incurred by the Tax Matters Partner in his capacity
as  the  Tax Matters Partner shall be considered expenses of the Partnership for
which  the  Tax  Matters  Partner  shall  be  entitled  to  full  reimbursement.

                        ARTICLE XII.     INDEMNIFICATION

     12.1 Indemnification.
          ---------------

          (a)  General  Provisions.  Except  as  otherwise set forth herein, the
               -------------------
Partner and their members, partners, Affiliates, directors, officers, agents and
employees  (herein  referred  to as an "Indemnitee"), shall be indemnified, held
harmless  and  defended by the Partnership (out of Partnership assets, including
the  proceeds  of  liability  insurance) against any claim, demand, controversy,
dispute,  cost,  loss,  damage,  expense (including reasonable attorneys' fees),
judgment  and/or  liability  incurred  by  or  imposed  upon  the  Indemnitee in
connection  with any action, suit or proceeding (including any proceeding before
any administrative or legislative body or agency) to which the Indemnitee may be
a  party  or otherwise involved, or with which the Indemnitee may be threatened,
by  reason  of  any  action  or  omission of the Indemnitee (or the Indemnitee's
employee)  in  connection  with  the  conduct  of  Partnership  affairs.  Such
indemnification extends to the Indemnitee in its capacity, at the time the cause
of action arose or thereafter, as general partner, member of any committee or as
a  member, Affiliate, director, officer, partner, employee or other agent of any
other  organization  in  which  the Partnership owns an interest or of which the
Partnership  is  a  creditor,  which  other  organization the Indemnitee (or its
employee)  serves in such capacity at the request of the Partnership (whether or
not  the  Indemnitee  or its employee continues to serve in such capacity at the
time  such  action,  suit  or  proceeding  is  brought  or  threatened).  The
indemnification  set  forth  herein  shall not extend with respect to actions or
omissions  of  the  Indemnitee  (or  its employee) which shall have been finally
adjudicated  (by settlement or otherwise) in any such action, suit or proceeding
to have constituted actual fraud, willful misconduct or gross negligence. In the
event  of  settlement  of  any action, suit or proceeding brought or threatened,
such  indemnification  shall apply to all matters covered by the settlement. The
foregoing  right  of indemnification shall be in addition to any rights to which
any  Indemnitee  may otherwise be entitled and shall inure to the benefit of the
executors,  administrators,  personal  representatives, successors or assigns of
each  such  Indemnitee.

          (b)  Advance  Payment  of  Expenses.  The  Partnership  shall  pay the
               ------------------------------
expenses incurred by an Indemnitee in defending a civil or criminal action, suit
or proceeding, or in opposing any claim arising in connection with any potential
or  threatened  civil  or criminal action, suit or proceeding, in advance of the
final  disposition  of  such  action,  suit  or  proceeding,  upon receipt of an
undertaking  by  such Indemnitee to repay such payment if he shall be determined
to  be  not  entitled to indemnification therefore as provided herein; provided,
however, that in such instance the Indemnitee is not commencing an action, suit,
or  proceeding  against  the  Partnership,  or  defending  an


<PAGE>
action,  suit  or  proceeding  commenced  against  him by the Partnership or any
Partner  thereof  or  opposing a claim by the Partnership or any Partner thereof
arising  in  connection  with  any  such potential or threatened action, suit or
proceeding.

          (c)  Insurance.  The  Partnership  may purchase and maintain insurance
               ----------
with  such  limits  or  coverages  as  the  General  Partner  reasonably  deems
appropriate,  at the expense of the Partnership and to the extent available, for
the  protection  of  any  Indemnitee  against  any  liability  incurred  by such
Indemnitee in any such capacity or arising out of his status as such, whether or
not  the  Partnership  has  the  power to indemnify such Indemnitee against such
liability.  The  Partnership  may  purchase  and  maintain  insurance  for  the
protection  of any officer, director, employee, consultant or other agent of any
other  organization  in  which  the Partnership owns an interest or of which the
Partnership  is  a  creditor  against  similar  liabilities,  whether or not the
Partnership  has  the power to indemnify him or it against such liabilities. Any
amounts  payable  by the Partnership to an Indemnitee pursuant to the provisions
of  Section  12.1(a)  above  shall  be  payable  first  from the proceeds of any
insurance  recovery  pursuant  to policies purchased by the Partnership and then
from the other assets of the Partnership; provided, that the foregoing shall not
affect  the  Partnership's  obligation  to  advance expenses pursuant to Section
12.1(b)  hereof  in  circumstances  in  which  the insurance Partnership who has
issued  such  policy  will  not  advance  such  expenses.

                         ARTICLE XIII.     MISCELLANEOUS

     13.1 Agreement  for  Further  Execution.  The Partners agree to sign, swear
          ----------------------------------
or  acknowledge any certificates or filings required by the laws of the State of
Delaware  or  any  other  state,  to sign, swear or acknowledge any amendment or
cancellation  of  such  certificate  or filings whether or not such amendment or
cancellation  is  required  by  law;  to  sign,  swear or acknowledge such other
certificates,  filings,  documents  or affidavits of assumed name, trade name or
the  like  (and any amendments or cancellations thereof that may be required for
conduct  of  the  Partnership's  business) and to cause the filing of any of the
same for record wherever such filing shall be required by law. This Section 13.1
shall  not  prejudice  or  affect  the rights of the Partners to approve certain
amendments  to  this  Agreement  as  herein  provided.

     13.2 Amendments.
          ----------

          (a)     Except as otherwise provided in this Agreement, no alteration,
modification  or amendment of this Agreement shall be made unless in writing and
signed  (in  counterpart  or otherwise) by the General Partner and a Majority in
Interest  of  the  Limited  Partners, except that no alteration, modification or
amendment  of any Section hereof which would materially and adversely affect the
economic  interests  of one or more (but not all) of the Limited Partners may be
made  (except  as  provided  below) without the unanimous consent of all Limited
Partners  so  adversely  affected. Notwithstanding the foregoing, no increase in
the  amount required to be contributed to the Partnership by the Partners, other
than as required herein or under applicable law, may be made without the consent
of  all  the  Partners.

          (b)     Any  provision  to  the  contrary  contained  herein
notwithstanding, the General Partner may, without the consent or approval of any
Partners, make such


<PAGE>
amendments  to  this  Agreement  binding  on  the  Partners,  (i)  to  correct a
typographical  error,  cure  any  ambiguity, correct or supplement any provision
herein  which may be inconsistent with any other provisions herein, (ii) to make
any  other  amendment  if  such amendment is not adverse to the interests of the
Limited  Partners  as  a  whole  or as a class or if such amendment benefits the
Limited  Partners as a whole or as a class; and (iii) to reflect the addition of
Limited  Partners  pursuant to Section 5.2; provided, however, that no amendment
shall  be  adopted  pursuant to this Section 13.2(b) unless the adoption thereof
does  not  affect  the  status  of  the Partnership as a partnership for federal
income  tax  purposes.

     13.3 Notices.
          -------

          (a)  Any  notice  to  be  given  under this Agreement shall be made in
writing  and  sent  by  express,  registered  or  certified mail, return receipt
requested,  postage  prepaid,  fax, or commercial delivery service, addressed as
set  forth  below:

               (i)  If  to  the  General  Partner  or  the  Partnership:

          1286 Homer Street, Fourth Floor
          Vancouver, British Columbia
          V6B 2Y5
          Canada

               (ii) If  to  any  Partner,  such  notice  shall  be mailed to the
address  of  the  Partner  appearing  on  the  records  of  the  Partnership.

          (b)  Any  Partner  may  change  the  address  to which notice is to be
sent  by giving notice of such change to the Partnership in conformity with this
Section  13.3.

          (c)  Any  such  notice  shall  be  deemed  to  be delivered, given and
received  for all purposes as of the date delivered if delivered by a commercial
delivery  service  or  by confirmed fax, or as of the date on which the same was
deposited  in a regularly maintained receptacle for the deposit of United States
mail,  if  sent  by  express,  registered  or  certified  mail.

     13.4     Governing  Law  and Jurisdiction. This Agreement shall be governed
              --------------------------------
by,  and  construed  in  accordance  with,  the laws of the State of Delaware as
interpreted  by  the  courts  of  saidState, notwithstanding any rules regarding
choice  of  law  to  the  contrary.  The  parties to this Agreement agree to the
exclusive  jurisdiction  of  the  courts  of New Castle County, Delaware and the
Federal  courts  of  the  District  of  Delaware for resolution of controversies
arising  out  of  or  relating  to  this  Agreement and any related instruments,
agreements  or  documents.

     13.5     Binding  Nature  of  Agreement. Except as otherwise provided, this
              ------------------------------
Agreement  shall  be  binding  upon and inure to the benefit of the Partners and
their  personal  representatives,  successors  and  assigns.

     13.6     Additional  Partners.  Each  substitute,  additional  or successor
              --------------------
Partner  shall  become a signatory hereof by signing such number of counterparts
of  this  Agreement and


<PAGE>
such  other instrument or instruments and in such manner, as the General Partner
shall  determine.  By  so  signing,  each  substitute,  additional  or successor
Partner,  as the case may be, shall be deemed to have adopted and to have agreed
to  be bound by all the provisions of this Agreement; provided, however, that no
such  counterpart  shall  be  binding  until  it  shall  have been signed by the
Partnership.

     13.7 Validity.  In  the  event  that all or any portion of any provision of
          ---------
this  Agreement  shall  be  held to be invalid, the same shall not affect in any
respect  whatsoever  the  validity  of  the  remainder  of  this  Agreement.

     13.8 Entire  Agreement.  This  Agreement  and  the  agreements  attached
          -----------------
hereto  as  Exhibits constitute the entire understanding and agreement among the
parties  hereto  with  respect  to the subject matter hereof, and supersedes all
prior  and  contemporaneous  agreements  and  understandings,  inducements  or
conditions,  express  or  implied,  oral or written, except as contained herein.

     13.9 Indulgences,  Etc.  Neither  the  failure nor any delay on the part of
          -----------------
any  party  hereto  to exercise any right, remedy, power or privilege under this
Agreement  shall  operate  as  a waiver thereof; nor shall any single or partial
exercise  of any right, remedy, power or privilege preclude any other or further
exercise of the same or any waiver of any right, remedy, power or privilege with
respect  to any occurrence be construed as a waiver of such right, remedy, power
or  privilege with respect to any other occurrence. No waiver shall be effective
unless  it  is  in writing and signed by the party asserted to have granted such
waiver.

     13.10  Execution  in  Counterparts.  This  Agreement may be executed in any
            ---------------------------
number  of  counterparts,  each  of  which  shall be deemed to be an original as
against  any  party  whose  signature  appears  thereon,  and  all of such shall
together  constitute  one  and  the  same  instrument.

     13.11  Paragraph.  The  paragraph  headings  in  this  Agreement  are  for
            ---------
convenience  only,  form  no  part  of  this Agreement, and shall not affect its
interpretation.

     13.12  Number  of  Days.  In  computing  the number of days for the purpose
            ----------------
of  this  Agreement, all days shall be counted, including Saturdays, Sundays and
holidays; provided, however, that if the final day of any time period falls on a
Saturday,  Sunday or holiday, then such final day shall be deemed to be the next
day  which  is  not  a  Saturday,  Sunday  or  holiday.

     13.13  Interpretation.  No  provision  of  this  Agreement  is  to  be
            --------------
interpreted  for  or  against any party because that party or that party's legal
representative  drafted  such  provision.

     13.14  Corporate  Authority.  Any  corporation  or  trust  signing  this
            --------------------
Agreement  represents  and warrants that the execution, delivery and performance
of  this  Agreement by such corporation or trust has been duly authorized by all
necessary  corporate  or  trustee  action.


<PAGE>
     13.15  Third  Party  Beneficiaries.  Notwithstanding anything herein to the
            ---------------------------
contrary,  no provision of this Agreement is intended to benefit any party other
than the Partners hereto and their successors and assigns in the Partnership and
shall  not  be  enforceable  by  any  other  party.

     13.16  Appointment  of  Attorney-in-fact.  Each  Partner hereby irrevocably
            ---------------------------------
constitutes  and  appoints  the  General  Partner  its  true  and  lawful
attorney-in-fact,  with full power of substitution, and with the General Partner
having  full  power  and  authority  in  its  name,  place and stead to execute,
acknowledge,  deliver,  swear  to,  file  and record with the appropriate public
offices  such  certificates,  instruments  and  documents as may be necessary or
appropriate  to  carry  out  the  provisions of this Agreement or effectuate any
action  taken by or on behalf of the Partnership, including, but not limited to,
any  amendments  to  this  Agreement  or  the Certificate of Limited Partnership
approved  by the Partners as provided herein. The appointment by the Partners of
the  General  Partner  as attorney-in-fact shall be deemed to be a power coupled
with  an  interest,  in  recognition of the fact that each of the Partners under
this  Agreement  will be relying upon the power of the General Partner to act as
contemplated  by  this  Agreement  in any filing and other action by the General
Partner  on behalf of the Partnership and, shall to the fullest extent permitted
by  applicable law, survive the Bankruptcy, death or incompetency of any Partner
hereby  giving  such  power.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>
     IN  WITNESS  WHEREOF,  the undersigned have set their hands and seals as of
the  day  and  year  first  above  written.


GENERAL PARTNER:

NANG, Incorporated

By:  "HARRY BRISCOE"
   -------------------------------
      Harry Briscoe, President


LIMITED PARTNERS:

Limited Partner A

FAR GROUP, INC.

By:  "HARRY BRISCOE"
   ------------------------------
      Harry Briscoe, President


Limited Partner B

BWP GAS, LLC

     HBA Gas, Inc.
     Managing Member

By:  "ERNEST A. BARTLETT
   ------------------------------
     Ernest A. Bartlett
     Managing Member


<PAGE>
<TABLE>
<CAPTION>
             PARTNERS AS OF MARCH 6, 2003


----------------------  ------------  -----------
                          CAPITAL     PERCENTAGE
                        CONTRIBUTION   INTEREST
----------------------  ------------  -----------
LIMITED PARTNERS:
----------------------  ------------  -----------
<S>                     <C>           <C>

Limited Partner A                             98%

FAR Group, Inc.
1286 Homer Street, 4th
Floor
Vancouver, British
Columbia
V6B 2Y5
Canada

Limited Partner B                              1%

BWPGas, LLC
Cranley Lodge
132 1/2 Fulham Road
London SW3 682
United Kingdom
----------------------  ------------  -----------
GENERAL PARTNER:
----------------------  ------------  -----------
NANG, Incporated                              1.%
10203 Birchridge Drive
Humble, TX 77338
----------------------  ------------  -----------
</TABLE>


<PAGE>
                                    EXHIBIT B

                               SPECIAL ALLOCATIONS

1.   Special  Tax  Allocations.
     -------------------------

          (a)  Qualified  Income  Offset.  In the event any Partner unexpectedly
               -----------------------
receives any adjustments, allocations, or distributions described in Regulations
Section  1.704-1  (b)(2)(ii)(d)(4),(5),  or (6), items of Partnership income and
gain  shall  be specially allocated to each such Partner in an amount and manner
sufficient to eliminate, to the extent required by the Regulations, the Adjusted
Capital Account Deficit of such Partner as quickly as possible, provided that an
allocation pursuant to this Section 1(a) shall be made if and only to the extent
that such Partner would have an Adjusted Capital Account Deficit after all other
allocations  provided  for in Article VI hereof have been tentatively made as if
this  Section  1(a)  were  not  in  the  Agreement.

          (b)  Gross  Income  Allocation.  In  the  event  any  Partner  has  a
               -------------------------
deficit  Capital  Account  at  the end of any Partnership fiscal year that is in
excess  of  the  sum of (i) the amount such Partner is obligated to restore, and
(ii)  the  amount  such Partner is deemed to be obligated to restore pursuant to
the  next  to  last  sentences  of  Regulation  Sections  1  .704-2(g)(l)  and
1.704-2(i)(5),  each  such  Partner  shall  be  specially  allocated  items  of
Partnership income and gain in the amount of such excess as quickly as possible,
provided  that  an allocation pursuant to this Section 1(b) shall be made if and
only  to  the  extent  that such Partner would have a deficit Capital Account in
excess  of  such  sum after all other allocations provided for in this Article 6
have  been tentatively made as if Section 1(a) hereof and this Section 1(b) were
not  in  the  Agreement.

          (c)  Partnership  Minimum  Gain  Chargeback.  Except  as  otherwise
               --------------------------------------
provided  in  Section  1.704-2(f)  of the Regulations, notwithstanding any other
provision of Article VI hereof if there is a net decrease in Partnership Minimum
Gain  during any fiscal year, each Partner shall be specially allocated items of
Partnership  income and gain for such fiscal year (and, if necessary, subsequent
fiscal  years) in an amount equal to such Partner's share of the net decrease in
Partnership  Minimum  Gain,  determined  in  accordance with Regulations Section
1.704-2(g).  Allocations  pursuant  to  the  previous  sentence shall be made in
proportion  to  the  respective amounts required to be allocated to each Partner
pursuant thereto. The items to be so allocated shall be determined in accordance
with  Section  l.704-2(f)(6)  and 1.704-2(j)(2) of the Regulations. This Section
1(c)  is  intended  to  comply  with  the minimum gain chargeback requirement in
Section  1.704-2(f)  of  the  Regulations  and shall be interpreted consistently
therewith.

          (d)  Partner  Minimum  Gain  Chargeback.  Except as otherwise provided
               ----------------------------------
in  Section  1  .704-2(i)(4)  of  the  Regulations,  notwithstanding  any  other
provision  of  Article  VI hereof, if there is a net decrease in Partner Minimum
Gain  attributable  to  a  Partner Nonrecourse Debt during any fiscal year, each
Partner who has a share of the Partner Minimum Gain attributable to such Partner
Nonrecourse  Debt,  determined  in accordance with Section 1 .704-2(i)(5) of the
Regulations,  shall  be specially allocated items of Partnership income and gain
for  such  fiscal year (and, if necessary, subsequent fiscal years) in an amount
equal  to  such  Partner's  share  of  the  net decrease in Partner


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Minimum  Gain  attributable  to  such  Partner  Nonrecourse  Debt, determined in
accordance  with Regulations Section 1 .704-2(i)(4). Allocations pursuant to the
previous sentence shall be made in proportion to the respective amounts required
to  be  allocated to each Partner pursuant thereto. The items to be so allocated
shall be determined in accordance with Section 1 .704-2(i)(4) and 1 .704-2(j)(2)
of  the  Regulations.  This  Section 1(d) is intended to comply with the minimum
gain  chargeback  requirement  in  Section 1 .704-2(i)(4) of the Regulations and
shall  be  interpreted  consistently  therewith.

          (e)  Nonrecourse  Deductions.  Nonrecourse  Deductions  for any Fiscal
               -----------------------
year  shall  be  specially  allocated  among the Partners in proportion to their
Limited  Partnership  Interests.

          (f)  Partner  Nonrecourse  Deductions.  Any  Partner  Nonrecourse
                -------------------------------
Deductions  for  any Fiscal year shall be specially allocated to the Partner who
bears  the economic risk of loss with respect to the Partner Nonrecourse Debt to
which  such  Partner  Nonrecourse Deductions are attributable in accordance with
Regulations  Section  1.704-2(i)(1).

          (g)  Code  Section  754  Adjustment.  To  the  extent an adjustment to
               ------------------------------
the  adjusted tax basis of any Partnership asset pursuant to Code Section 734(b)
or  Code  Section  743(b)  is  required  to be taken into account in determining
Capital Accounts, the amount of such adjustment to the Capital Accounts shall be
treated  as an item of gain (if the adjustment increased the basis of the asset)
or  loss (if the adjustment decreases such basis) and such gain or loss shall be
specially  allocated  to  the Partners in a manner consistent with the manner in
which  their  Capital  Accounts  are  required  to  be adjusted pursuant to such
Section  1  .704-1(b)(2)(iv)(m)  of  the  Regulations.

          (h)  Curative  Allocations.  The  Regulatory  Allocations  consist  of
               ---------------------
the  allocations  pursuant  to Sections 1(a) through 1(g) hereof Notwithstanding
any other provision of this Agreement, the Regulatory Allocations shall be taken
into  account  in allocating items of income, gain, loss and deduction among the
Partners  so that, to the extent possible, the net amount of such allocations of
other items and the Regulatory Allocations to each Partner shall be equal to the
net  amount  that  would  have  been allocated to each Partner if the Regulatory
Allocations  had  not  occurred.

     2.   Other  Allocations  Rules.
          -------------------------

          (a)  For  purposes  of  determining  the Profits, Losses, or any other
items  allocable  to any period, Profits, Losses, and any such other items shall
be  determined  on a daily, monthly or other basis, as determined by the General
Partner  using any permissible method under Code Section 706 and the Regulations
thereunder.

          (b)  Except  as  otherwise  provided  in  this Agreement, all items of
Partnership  income,  gain,  loss,  deductions,  and  any  other allocations not
otherwise  provided  for  shall  be  divided  among  the  Partners  in  the same
proportions  as  they share Profits or Losses, as the case may be, for the year.

          (c)  The  Partners  are  aware  of  the income tax consequences of the
allocations  made  by  this  Exhibit  B  and  hereby  agree  to  be bound by the
                             ----------


<PAGE>
provisions of this Exhibit B in reporting their shares of Partnership income and
                   ---------
loss  for  income  tax  purposes.

     3.   Tax  Allocations:  Code  Section  704(c).  In  accordance  with  Code
          ----------------------------------------
Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction
with  respect  to  any  property  contributed  to the capital of the Partnership
shall,  solely  for  tax purposes, be allocated among the Partners so as to take
account  of  any  variation  between  the adjusted basis of such property to the
Partnership  for  federal income tax purposes and its initial Gross Asset Value.
In the event the Gross Asset Value of any Partnership asset is adjusted pursuant
to  this  Agreement,  subsequent allocations of income, gain, loss and deduction
with  respect  to  such  asset  shall  take account of any variation between the
adjusted basis of such asset for federal income tax purposes and its Gross Asset
Value  in  the  same  manner  as  under  Code Section 704(c) and the Regulations
thereunder.  Any elections or other decisions relating to such allocations shall
be  made  by  the  General  Partner  in  any manner that reasonably reflects the
purpose  and  intention  of this Agreement. Allocations pursuant to this Section
are solely for purposes of federal, state, and local taxes and shall not affect,
or  in any way be taken into account in computing, any Partner's Capital Account
or  share  of  Profits,  Losses,  other  items, or distributions pursuant to any
provision  of  this  Agreement.


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