<PAGE>

                                                                  EXHIBIT 21.1








                                      -37-
<PAGE>
                           SUBSIDIARIES OF REGISTRANT

         TRUCK (IN) QRS 14-3, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME TRUCK (IN) QRS 14-3, INC.

         BEST (CA) QRS 14-4, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME BEST (CA) QRS 14-4, INC.

         META (CA) QRS 14-6, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME META (CA) QRS 14-6, INC.

         BAC (MO) QRS 14-10, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME BAC (MO) QRS 14-10, INC.

         CONDUCTOR (CA) QRS 14-11, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME CONDUCTOR (CA) QRS 14-11, INC.

         CBS (PA) QRS 14-12, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME CBS (PA) QRS 14-12, INC.

         QRS 14-PAYING AGENT, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME QRS 14-PAYING AGENT, INC.

         MOLD (AZ) QRS 14-13, INC. A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME MOLD (AZ) QRS 14-13, INC.

         THEATRE (DE) QRS 14-14, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME THEATRE (DE) QRS 14-14, INC.

         COMP (TX) QRS 14-15, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME COMP (TX) QRS 14-15, INC.

         PLAY (CA) QRS 14-16, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME PLAY (CA) QRS 14-16, INC.

         NOR (GA) QRS 14-17, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME NOR (GA) QRS 14-17, INC.

         CONSTRUCT (CA), INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME CONSTRUCT (CA), INC.

         FAST (DE) QRS14-22, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME FAST (DE) QRS14-22, INC.

         STORAGE (DE) QRS 14-23, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME STORAGE (DE) QRS 14-23, INC.

         MOVIE (VA) QRS 14-24, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME MOVIE (VA) QRS 14-24, INC.

         FRAME (TX) QRS 14-25, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME FRAME (TX) QRS 14-25, INC.

         PANE (TX) QRS 14-26, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME PANE (TX) QRS 14-26, INC.

         WU (AZ) QRS 14-27, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME WU (AZ) QRS 14-27, INC.

         FIT (UT) QRS 14-28, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME FIT (UT) QRS 14-28, INC.

         8930 MEMBER (MD) QRS 14-29, INC., A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME 8930 MEMBER (MD) QRS 14-29, INC.





                                      -38-
<PAGE>




                           SUBSIDIARIES OF REGISTRANT
                                   (CONTINUED)

         8930 STANFORD BOULEVARD LLC, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME 8930 STANFORD BOULEVARD, LLC.

         STOP (IL) QRS 14-30, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME STOP (IL) QRS 14-30, INC.

         TRUCKER (IL) LLC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME
TRUCKER (IL) LLC.

         STEX (DE) QRS 14-31, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME STEX (DE) QRS 14-31, INC.

         GARDEN (NJ) QRS 14-32, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME GARDEN (NJ) QRS 14-32, INC.

         EZ LIVIN (WI) QRS 14-33, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME EZ LIVIN (WI) QRS 14-33, INC.

         POWER (DE) QRS 14-34, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME POWER (DE) QRS 14-34, INC.

         MORE POWER (DE) QRS 14-35, INC., A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME MORE POWER (DE) QRS 14-35, INC.

         GUITAR MASS (DE) QRS 14-36 INC., A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME GUITAR MASS (DE) QRS 14-36 INC.

         GUITAR PLUS (DE) QRS 14-37, INC., A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME GUITAR PLUS (DE) QRS 14-37, INC.

         SERVE (MN) QRS 14-38 INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME SERVE (MN) QRS 14-38 INC.

         AMTOLL (NM) QRS 14-39, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME AMTOLL (NM) QRS 14-39, INC.

         CEL (MN) QRS 14-40, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME CEL (MN) QRS 14-40, INC.

         UNITECH (IL) LLC, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME
UNITECH (IL) LLC.

         IJOBBERS (DE) QRS 14-41, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME IJOBBERS (DE) QRS 14-41, INC.

         IJOBBERS LLC, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME
IJOBBERS LLC.

         DRUG (AZ) QRS 14-42, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME DRUG (AZ) QRS 14-42, INC.

         POPCORN (TX) QRS 14-43 INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME POPCORN (TX) QRS 14-43 INC.

         FILM (FL) QRS 14-44 INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME FILM (FL) QRS 14-44 INC.



                                      -39-
<PAGE>




                           SUBSIDIARIES OF REGISTRANT
                                   (CONTINUED)



         PROJECTOR (FL) QRS 14-45, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME PROJECTOR (FL) QRS 14-45, INC.

         DEVELOP (TX) LP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME
DEVELOP (TX) LP.

         DEVELOP GP (TX) LLC, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME DEVELOP GP (TX) LLC.

         JORG (MO) QRS 14-46 INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME JORG (MO) QRS 14-46 INC.

         SYE (CA) LP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME SYE (CA) LP.

         SYE (CA) QRS 14-47 INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME SYE (CA) QRS 14-47 INC.

         AIR (IL) QRS 14-48, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME AIR (IL) QRS 14-48, INC.

         CINEMA (TX) QRS 14-48, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME CINEMA (TX) QRS 14-48, INC.

         MERI (NC) LLC, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME MERI
(NC) LLC.

         FREIGHT (IL) LLC, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME
FREIGHT (IL) LLC.

         CPA 14 (UK) FINANCE COMPANY, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME CPA 14 (UK) FINANCE COMPANY.

         DELIVER (TN) QRS 14-49, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME DELIVER (TN) QRS 14-49, INC.

         IRON (TX) QRS 14-51, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME IRON (TX) QRS 14-51, INC.

         PUMP (MO) QRS 14-52, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME PUMP (MO) QRS 14-52, INC.

         DRILL (LA) QRS 14-53, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME DRILL (LA) QRS 14-53, INC.

         RES I (KY) QRS 14-55, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME RES I (KY) QRS 14-55, INC.

         BILL-GP (TX) QRS 14-56, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME BILL-GP (TX) QRS 14-56, INC.

         BILL-MC 14 LP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME
BILL-MC 14 LP.

         BM-LP (TX) QRS 14-57, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME BM-LP (TX) QRS 14-57, INC.

         METAL (DE) QRS 14-57, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME METAL (DE) QRS 14-57, INC.


                                      -40-
<PAGE>



                           SUBSIDIARIES OF REGISTRANT
                                   (CONTINUED)



         BANDWIDTH (UT) QRS 14-58, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME BANDWIDTH (UT) QRS 14-58, INC.

         SIM (MI) QRS 14-59, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME SIM (MI) QRS 14-59, INC.

         BT-YORK (PA), A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF PENNSYLVANIA AND DOING BUSINESS UNDER THE NAME
BT-YORK (PA).

         SMT (SC) LLC, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME SMT
(SC) LLC.

         TICKET (NJ) QRS 14-61, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME TICKET (NJ) QRS 14-61, INC.

         INITIATOR (CA) QRS 14-62, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME INITIATOR (CA) QRS 14-62, INC.

         AUTOSAFE AIRBAG 14 (CA) LP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME AUTOSAFE AIRBAG 14 (CA) LP.

         PLATES (DE) QRS 14-63, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME PLATES (DE) QRS 14-63, INC.

         CUPS (DE) LP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME CUPS
(DE) LP.

         PRODUCT (OH) QRS 14-64, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME PRODUCT (OH) QRS 14-64, INC.

         NEXPACK (NETH) QRS 14-66, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME NEXPACK (NETH) QRS 14-66, INC.

         NCE (OH) LLC, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME NCE
(OH) LLC.

         SPEED (NC) QRS 14-70, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME SPEED (NC) QRS 14-70, INC.

         ASSEMBLY (MD), A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME
ASSEMBLY (MD).

         DYNE (DE) LP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME DYNE
(DE) LP.

         FABRIC (DE) GP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME FABRIC
(DE) GP.

         VINYL (DE) QRS 14-71, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME VINYL (DE) QRS 14-71, INC.

         LEATHER (DE) QRS 14-72, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME LEATHER (DE) QRS 14-72, INC.

         GERB (CT) 14-73, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME GERB (CT) 14-73, INC.



                                      -41-
<PAGE>




                           SUBSIDIARIES OF REGISTRANT
                                   (CONTINUED)



         BFS (DE) QRS 14-74, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME BFS (DE) QRS 14-74, INC.

         APPLIED FOUR (DE) QRS 14-75, INC., A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME APPLIED FOUR (DE) QRS 14-75, INC.

         APPLIED UTAH (UT) QRS 14-76, INC., A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME APPLIED UTAH (UT) QRS 14-76, INC.

         MORE APPLIED FOUR (DE) LLC, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME MORE APPLIED FOUR (DE) LLC.

         MORE APPLIED UTAH (UT) LLC, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME MORE APPLIED UTAH (UT) LLC.

         DOUGH (MD), A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME DOUGH (MD).

         DOUGH (DE) QRS 14-77, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME DOUGH (DE) QRS 14-77, INC.

         WINDOUGH (DE) LP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME
WINDOUGH (DE) LP.

         TERRIER (AZ) QRS 14-78, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME TERRIER (AZ) QRS 14-78, INC.

         CATFISH (DE) QRS 14-79, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME CATFISH (DE) QRS 14-79, INC.

         GOLDFISH (DE) LP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME
GOLDFISH (DE) LP.

         LABRADOR (AZ) LP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME
LABRADOR (AZ) LP.

         LTI TRUST (MD), A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME LTI
TRUST (MD).

         LINCOLN (DE) LP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME
LINCOLN (DE) LP.

         LTI (DE) QRS 14-81, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME LTI (DE) QRS 14-81, INC.

         WIRELINE (TX) QRS 14-83, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME WIRELINE (TX) QRS 14-83, INC.

         UNI (NC) QRS 14-84, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME UNI (NC) QRS 14-84, INC.

         NOR (MD), A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME NOR (MD).

         NEONATAL FINLAND INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME NEONATAL FINLAND INC.

         BFS (DE) LP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME BFS (DE) LP.



                                      -42-
<PAGE>




                           SUBSIDIARIES OF REGISTRANT
                                   (CONTINUED)


         PWE (MULTI) QRS 14-85, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME PWE (MULTI) QRS 14-85, INC.

         HEF (NC-SC) QRS 14-86, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME HEF (NC-SC) QRS 14-86, INC.

         TOOLS (DE) QRS 14-87, INC., A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER
THE NAME TOOLS (DE) QRS 14-87, INC.

         WIRELESS (TX) LP, A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING BUSINESS UNDER THE NAME
WIRELESS (TX) LP.






                                      -43-