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                         SUBSCRIPTION ESCROW AGREEMENT

         Subscription Escrow Agreement (the "Escrow Agreement") dated as of the
effective date (the "Effective Date") set forth on schedule 1 attached hereto
("Schedule 1") by and among the limited partnership identified on Schedule 1
(the "Issuer"), the corporation identified on Schedule 1 (the "Depositor") and
The Chase Manhattan Trust Company, N.A., as escrow agent hereunder (the "Escrow
Agent").

WHEREAS, the Issuer has filed a registration statement on Form S-1 under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission,
File No. _________ (the "Registration Statement"), relating to the subscription
for and sale of limited partnership units ("Units") in the Issuer, with a
minimum investment required of ___ Units (the "Minimum Subscription Amount"), at
a price of $___ per Unit;

WHEREAS, the Depositor has been named as the underwriter in connection with the
proposed offering of the Units in accordance with the terms of the underwriting
agreement dated as of _____ among the Issuer, its general partner and the
Depositor (the "Underwriting Agreement"); and

WHEREAS, in compliance with Rule 15c2-4 under the Securities Exchange Act of
1934, as amended, the Issuer and the Depositor propose to establish an escrow
fund to be held by the Escrow Agent until the sale of Units terminates;

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:

1. Appointment. The Issuer and Depositor hereby appoint the Escrow Agent as
their escrow agent for the purposes set forth herein, and the Escrow Agent
hereby accepts such appointment under the terms and conditions set forth herein.

2. Escrow Fund. All funds received by the Depositor and the Issuer in connection
with the sale of Units shall be deposited with the Escrow Agent (the "Escrow
Deposit"). The Escrow Agent shall hold the Escrow Deposit and, subject to the
terms and conditions hereof, shall invest and reinvest the Escrow Deposit and
the proceeds thereof (the "Escrow Fund") as directed in Section 3.

3. Investment of Escrow Fund. During the term of this Escrow Agreement, the
Escrow Fund shall be invested and reinvested by the Escrow Agent in the
investment indicated on Schedule 1 or such other investments as shall be
directed in writing by the Issuer and the Depositor as shall be acceptable to
the Escrow Agent. All investments orders involving U.S. Treasury obligations,
commercial paper and other direct investments may be executed through
broker-dealers selected by the Escrow Agent (which shall include affiliates of
the Escrow Agent). Periodic statements will be provided to Issuer and Depositor
reflecting transactions executed on behalf of the Escrow Fund. The Issuer and
Depositor, upon written request, will receive a statement of transaction details
upon completion of any securities transaction in the Escrow Fund without any
additional cost. The Escrow Agent shall have the right to liquidate any
investments held in order to provide funds necessary to make required payments
under this Escrow Agreement. The Escrow Agent shall have no liability for any
loss sustained as a result of any investment in an investment indicated on
Schedule 1 or any investment made pursuant to the instructions of the parties
hereto or as a result of any liquidation of any investment prior to its maturity
or for the failure of the parties to give the Escrow Agent instructions to
invest or reinvest the Escrow Fund.

4. Disposition and Termination. The Depositor and the Issuer agree to notify the
Escrow Agent in writing of the closing date of the offering (the "Offering
Closing Date") and whether or not the Issuer received subscriptions for the
Minimum Subscription Amount. Upon receipt of such written notification of the
following procedure will take place.

(i) If the Issuer has received subscriptions for the Minimum Subscription Amount
    by the Offering Closing Date, the Escrow Fund will be promptly paid to or
    credited to the account of, or otherwise transferred to the Issuer pursuant
    to instructions from the Issuer.

This document contains information that is confidential and the property of The
Chase Manhattan Bank. It may not be copied, published or used, in whole or in
part, for any purpose other than as expressly authorized by The Chase Manhattan
Bank. (C) The Chase Manhattan Bank 2000. All Rights Reserved.

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(ii) If the Issuer has not received subscriptions for the Minimum Subscription
     Amount, the Escrow Agent shall be provided with a list containing the
     amount received from each subscriber whose funds have been deposited with
     the Escrow Agent (with respect to each subscriber the "Subscriber
     Investment Amount") and the name, address and Taxpayer Identification
     Number ("TIN") of each subscriber. In addition, the Issuer or Depositor
     shall calculate the interest earned on each Subscriber Investment Amount as
     of the Offering Closing Date and provide such information to the Escrow
     Agent. The aggregate of all Subscriber Investment Amounts and interest
     thereon shall be equal to the amount of the Escrow Fund on the Offering
     Closing Date. The Escrow Agent shall distribute to each subscriber the
     appropriate Subscriber Investment Amount and interest thereon pursuant to
     joint written instructions of the Issuer and Depositor within 45 days of
     receipt of the information described in this Section 4(ii).

Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case
may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to
the provisions of Section 8.

5. Escrow Agent. The Escrow Agent undertakes to perform only such duties as are
expressly set forth herein and no duties shall be implied. The Escrow Agent
shall have no liability under and no duty to inquire as to the provisions of any
agreement other than this Escrow Agreement. The Escrow Agent may rely upon and
shall not be liable for acting or refraining from acting upon any written
notice, instruction or request furnished to it hereunder and believed by it to
be genuine and to have been signed or presented by the proper party or parties.
The Escrow Agent shall be under no duty to inquire into or investigate the
validity, accuracy or content of any such document. The Escrow Agent shall have
no duty to solicit any payments which may be due it or the Escrow Fund. The
Escrow Agent shall not be liable for any action taken or omitted by it in good
faith except to the extent that a court of competent jurisdiction determines
that the Escrow Agent's gross negligence or willful misconduct was the primary
cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any
of its powers and perform any of its duties hereunder directly or through agents
or attorneys (and shall be liable only for the careful selection of any such
agent or attorney) and may consult with counsel, accountants and other skilled
persons to be selected and retained by it. The Escrow Agent shall not be liable
for anything done, suffered or omitted in good faith by it in accordance with
the advice or opinion of any such counsel, accountants or other skilled persons.
In the event that the Escrow Agent shall be uncertain as to its duties or rights
hereunder or shall receive instructions, claims or demands from any party hereto
which, in its opinion, conflict with any of the provisions of this Escrow
Agreement, it shall be entitled to refrain from taking any action and its sole
obligation shall be to keep safely all property held in escrow until it shall be
directed otherwise in writing by all of the other parties hereto or by a final
order or judgment of a court of competent jurisdiction. Anything in this Escrow
Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be
liable for special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Escrow Agent
has been advised of the likelihood of such loss or damage and regardless of the
form of action.

6. Succession. The Escrow Agent may resign and be discharged from its duties or
obligations hereunder by giving 10 days advance notice in writing of such
resignation to the other parties hereto specifying a date when such resignation
shall take effect. The Escrow Agent shall have the right to withhold an amount
equal to any amount due and owing to the Escrow Agent, plus any costs and
expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow
Agent in connection with the termination of the Escrow Agreement. Any
corporation or association into which the Escrow Agent may be merged or
converted or with which it may be consolidated, or any corporation or
association to which all or substantially all the escrow business of the Escrow
Agent's corporate trust line of business may be transferred, shall be the Escrow
Agent under this Escrow Agreement without further act.

7. Fees. The Issuer and Depositor agree jointly and severally to (i) pay the
Escrow Agent upon execution of this Escrow Agreement and from time to time
thereafter reasonable compensation for the services to be rendered hereunder,
which unless otherwise agreed in writing shall be as described in Schedule 1
attached hereto, and (ii) pay or reimburse the Escrow Agent upon request for all
expenses, disbursements and advances, including reasonable attorney's fees and
expenses, incurred or made by it in connection with the preparation, execution,
performance, delivery, modification and termination of this Escrow Agreement.

This document contains information that is confidential and the property of The
Chase Manhattan Bank. It may not be copied, published or used, in whole or in
part, for any purpose other than as expressly authorized by The Chase Manhattan
Bank. (C) The Chase Manhattan Bank 2000. All Rights Reserved.

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8. Indemnity. The Issuer and the Depositor shall jointly and severally
indemnify, defend and save harmless the Escrow Agent and its directors,
officers, agents and employees (the "indemnitees") from all loss, liability or
expense (including the fees and expenses of in house or outside counsel) arising
out of or in connection with (i) the Escrow Agent's execution and performance of
this Escrow Agreement, except in the case of any indemnitee to the extent that
such loss, liability or expense is due to the gross negligence or willful
misconduct of such indemnitee, or (ii) its following any instructions or other
directions from the Issuer or the Depositor, except to the extent that its
following any such instruction or direction is expressly forbidden by the terms
hereof. The parties hereto acknowledge that the foregoing indemnities shall
survive the resignation or removal of the Escrow Agent or the termination of
this Escrow Agreement. The parties hereby grant the Escrow Agent a lien on,
right of set-off against and security interest in the Escrow Fund for the
payment of any claim for indemnification, compensation, expenses and amounts due
hereunder.

9. TINs. The Issuer and the Depositor each represent that its correct TIN
assigned by the Internal Revenue Service or any other taxing authority is set
forth in Schedule 1. All interest or other income earned under the Escrow
Agreement shall be allocated and/or paid as directed in a joint written
direction of the Issuer and the Depositor and reported by the recipient to the
Internal Revenue Service or any other taxing authority. Notwithstanding such
written directions, Escrow Agent shall report and, as required withhold any
taxes as it determines may be required by any law or regulation in effect at the
time of the distribution. In the absence of timely direction, all proceeds of
the Escrow Fund shall be retained in the Escrow Fund and reinvested from time to
time by the Escrow Agent as provided in Section 3. In the event that any
earnings remain undistributed at the end of any calendar year, Escrow Agent
shall report to the Internal Revenue Service or such other authority such
earnings as it deems appropriate or as required by any applicable law or
regulation or, to the extent consistent therewith, as directed in writing by the
Issuer and the Depositor. In addition, Escrow Agent shall withhold any taxes it
deems appropriate and shall remit such taxes to the appropriate authorities.

10. Notices. All communications hereunder shall be in writing and shall be
deemed to be duly given and received:
     (i) upon delivery if delivered personally or upon confirmed transmittal if
     by facsimile;
     (ii) on the next Business Day (as hereinafter defined) if sent by overnight
     courier, or
     (iii) four (4) Business Days after mailing if mailed by prepaid registered
     mail, return receipt requested, to the appropriate notice address set forth
     on Schedule 1 or at such other address as any party hereto may have
     furnished to the other parties in writing by registered mail, return
     receipt requested.
Notwithstanding the above, in the case of communications delivered to the Escrow
Agent pursuant to (ii) and (iii) of this Section 10, such communications shall
be deemed to have been given on the date received by the Escrow Agent. In the
event that the Escrow Agent, in its sole discretion, shall determine that an
emergency exists, the Escrow Agent may use such other means of communication as
the Escrow Agent deems appropriate. "Business Day" shall mean any day other than
a Saturday, Sunday or any other day on which the Escrow Agent located at the
notice address set forth on Schedule 1 is authorized or required by law or
executive order to remain closed.

11. Security Procedures. In the event funds transfer instructions are given
(other than in writing at the time of execution of this Escrow Agreement),
whether in writing, by telecopier or otherwise, the Escrow Agent is authorized
to seek confirmation of such instructions by telephone call-back to the person
or persons designated on schedule 2 hereto ("Schedule 2"), and the Escrow Agent
may rely upon the confirmation of anyone purporting to be the person or persons
so designated. The persons and telephone numbers for call-backs may be changed
only in a writing actually received and acknowledged by the Escrow Agent. The
Escrow Agent and the beneficiary's bank in any funds transfer may rely solely
upon any account numbers or similar identifying numbers provided by the Issuer
or the Depositor to identify (i) the beneficiary, (ii) the beneficiary's bank,
or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed
funds for any payment order it executes using any such identifying number, even
where its use may result in a person other than the beneficiary being paid, or
the transfer of funds to a bank other than the beneficiary's bank or an
intermediary bank designated. The parties to this Escrow Agreement acknowledge
that these security procedures are commercially reasonable.

This document contains information that is confidential and the property of The
Chase Manhattan Bank. It may not be copied, published or used, in whole or in
part, for any purpose other than as expressly authorized by The Chase Manhattan
Bank. (C) The Chase Manhattan Bank 2000. All Rights Reserved.

<PAGE>

12. Miscellaneous. The provisions of this Escrow Agreement may be waived,
altered, amended or supplemented, in whole or in part, only by a writing signed
by all of the parties hereto. Neither this Escrow Agreement nor any right or
interest hereunder may be assigned in whole or in part by any party, except as
provided in Section 6, without the prior consent of the other parties. This
Escrow Agreement shall be governed by and construed under the laws of the State
of New York. Each party hereto irrevocably waives any objection on the grounds
of venue, forum non-conveniens or any similar grounds and irrevocably consents
to service of process by mail or in any other manner permitted by applicable law
and consents to the jurisdiction of the courts located in the State of New York.
The parties further hereby waive any right to a trial by jury with respect to
any lawsuit or judicial proceeding arising or relating to this Escrow Agreement.
No party to this Escrow Agreement is liable to any other party for losses due
to, or if it is unable to perform its obligations under the terms of this Escrow
Agreement because of, acts of God, fire, floods, strikes, equipment or
transmission failure, or other causes reasonably beyond its control. This Escrow
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of
the date set forth in Schedule 1.

                                         THE CHASE MANHATTAN TRUST COMPANY N.A.
                                         as Escrow Agent

                                         By:____________________________________


                                         ISSUER

                                         By:____________________________________


                                         DEPOSITOR

                                         By:____________________________________





This document contains information that is confidential and the property of The
Chase Manhattan Bank. It may not be copied, published or used, in whole or in
part, for any purpose other than as expressly authorized by The Chase Manhattan
Bank. (C) The Chase Manhattan Bank 2000. All Rights Reserved.

<PAGE>

                                   Schedule 1


Effective Date:

Name of Issuer:
Issuer Notice Address:
Issuer TIN:

Name of Depositor:
Depositor Notice Address:
Depositor TIN:

Escrow Deposit: $

Investment:                       [specify]
                              [ ] A trust account with The Chase Manhattan Bank;

       [ ] A money market mutual fund, including without limitation the
           J.P.Morgan Money Market Funds or any other mutual fund for which the
           Escrow Agent or any affiliate of the Escrow Agent serves as
           investment manager, administrator, shareholder servicing agent and/or
           custodian or subcustodian, notwithstanding that (i) the Escrow Agent
           or an affiliate of the Escrow Agent receives fees from such funds for
           services rendered, (ii) the Escrow Agent charges and collects fees
           for services rendered pursuant to this Escrow Agreement, which fees
           are separate from the fees received from such funds, and (iii)
           services performed for such funds and pursuant to this Escrow
           Agreement may at times duplicate those provided to such funds by the
           Escrow Agent or its affiliates.

             Fund
       -------------------------------------------------------------------------




       [ ] Such other investments as Issuer, Depositor and Escrow Agent may
           from time to time mutually agree upon in a writing executed and
           delivered by the Issuer and the Depositor and accepted by the Escrow
           Agent.



This document contains information that is confidential and the property of The
Chase Manhattan Bank. It may not be copied, published or used, in whole or in
part, for any purpose other than as expressly authorized by The Chase Manhattan
Bank. (C) The Chase Manhattan Bank 2000. All Rights Reserved.

<PAGE>

           Escrow Agent notice address:  The Chase Manhattan Trust Company, N.A.
                                         1650 Market Street--52nd Floor
                                         Phila., PA 19103

Escrow Agent's compensation:



This document contains information that is confidential and the property of The
Chase Manhattan Bank. It may not be copied, published or used, in whole or in
part, for any purpose other than as expressly authorized by The Chase Manhattan
Bank. (C) The Chase Manhattan Bank 2000. All Rights Reserved.

<PAGE>

                                   Schedule 2


                     Telephone Number(s) for Call-Backs and
          Person(s) Designated to Confirm Funds Transfer Instructions
          -----------------------------------------------------------

If to Issuer:

         Name                          Telephone Number
         ----                          ----------------

1.______________________            ______________________

2.______________________            ______________________

3.______________________            ______________________


If to Depositor:

         Name                          Telephone Number
         ----                          ----------------

1.______________________            ______________________

2.______________________            ______________________

3.______________________            ______________________

Telephone call-backs shall be made to each Issuer and Depositor if joint
instructions are required pursuant to this Escrow Agreement.








This document contains information that is confidential and the property of The
Chase Manhattan Bank. It may not be copied, published or used, in whole or in
part, for any purpose other than as expressly authorized by The Chase Manhattan
Bank. (C) The Chase Manhattan Bank 2000. All Rights Reserved.