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                                   RACKSPACE, LTD.
                                1999 UNIT OPTION PLAN

     1.   PURPOSE.  This 1999 Unit Option Plan (the "Plan") is intended to
provide incentives to the employees of Rackspace, Ltd. or any successor  to
Rackspace, Ltd. (the "Company"), its general partner, any future parent, and
any present or future subsidiaries of the Company (collectively, "Related
Entities"), by providing them with opportunities to purchase Class D Units in
the Company or any successor security of such Class D Units as the result of
the operation of paragraph 6 hereof (the "Units") pursuant to options granted
hereunder (the "Options").  The holders of Class D Units will have the rights
of an "assignee" of a Limited Partnership Interest and thus they will not
have any voting rights under the Agreement of Limited Partnership of
Rackspace, Ltd. (the "Partnership Agreement"), nor will they be will they
have any right which may only be exercised by Limited Partners, however, they
will be subject to all terms, conditions and restrictions contained in the
Partnership Agreement. Anything in this Plan to the contrary notwithstanding,
Options shall not be granted or awarded hereunder to any administrator or
administrators if such grant, award or purchase would cause such
administrator or administrators not to satisfy the "disinterested person"
requirements of Rule 16b-3, or any successor or amended rule ("Rule 16b-3"),
promulgated by the Securities and Exchange Commission under the Securities
and Exchange Act of 1934, as amended (the "1934 Act").  Nothing in this Plan
shall confer upon an Optionee any right to continue in service for any period
or duration or interfere with or otherwise restrict in any way the rights of
the Company or any Related Entity, which rights are hereby expressly
reserved, to terminate such person's employment at any time and for any
reason, with or without cause.

     Recipients of Options are hereafter referred to individually as an
"Optionee" and collectively as "Optionees."

     2.   ADMINISTRATION OF THE PLAN.  The Plan shall be administered (i) to
the extent required by Rule 16b-3, by an administrator or administrators in
compliance with Rule 16b-3, and (ii) in all other cases, by such
administrator or administrators as the general partner of the Company or the
board of directors of any successor of the Company (the "Board") may
designate or by the Board (collectively, the "Administrators").  Subject to
the terms of the Plan, the applicable Administrator shall have the authority
to (i) determine the employees of the Company and Related Entities to whom
Options may be granted; (ii) determine the option price of Units subject to
each Option; (iv) determine the time or times when each Option shall become
exercisable and the duration of the exercise period; (v) interpret the Plan
and prescribe and rescind rules and regulations relating to it.  With respect
to persons subject to Section 16 of the 1934 Act, transactions under the Plan
are intended to comply with all applicable conditions of Rule 16b-3.  To the
extent any provision of the Plan or action by the applicable Administrator
fails to so comply, it shall be deemed null and void, to the extent permitted
by law and deemed

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advisable by the applicable Administrator.  The interpretation and
construction by the applicable Administrator of any provisions of the Plan or
of any Option granted under it shall be final unless otherwise determined by
the Board.  Administrators or the Board may from time to time adopt such
rules and regulations for carrying out the Plan as they may deem best.  No
member of the Board, any Administrator nor the Company shall be liable for
any action or determination made under the terms hereof with respect to the
Plan or any Option granted under it.

     3.   UNITS.  The Units subject to the Options shall be authorized but
unissued Units.  The aggregate number of Units which may initially be issued
pursuant to the Plan is six hundred thousand (600,000).  The number of Units
authorized for the grant of Options under the Plan shall be subject to
adjustment as provided in paragraph 6.  If any Option granted under the Plan
shall expire or terminate for any reason without having been exercised in
full or shall cease for any reason to be exercisable in whole or in part, the
un-purchased Units subject to such Options shall again be available for
grants of Units under the Plan to the extent permitted by Rule 16b-3.

     4.   TERMS OF OPTIONS.

          A.   MINIMUM OPTION PRICE.  The price per Unit  specified in the
agreement relating to each Option granted under the Plan shall not be less
than the fair market value per Unit on the date of such grant.  If, at the
time an Option is granted under the Plan, the Units are publicly traded,
"fair market value" shall be determined as of the last business day for which
the prices or quotes discussed in this sentence are available prior to the
date such Option is granted and shall mean (i) the last reported sales price
of a Unit on the principal national securities exchange on which the Units
are traded, if the Units are then traded on a national securities exchange;
or (ii) the last reported sale price (on that date) of the Units on the
NASDAQ National Market List, if the Units are  not then traded on a national
securities exchange; or (iii) the closing bid price (or the average of bid
prices) last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Units are not reported on the NASDAQ
National Market List.  However, if the Units are not publicly traded at the
time an Option is granted under the Plan, "fair market value" shall be deemed
to be the greater of (a) the last purchase price of any Unit sold by the
Company in an arm's length negotiated transaction within 120 days previous to
the date that an Option is granted under the Plan, (b) the annualized revenue
of the Company using the revenues for the month preceding the date of grant
of an option (12 times the revenue for such previous month) times ten (10)
and divided by the number of Units of the Company then outstanding, or (c)
$50,000,000 divided by the number of Units of the Company then outstanding.
Provided, however, in the event the Administrator shall in good faith
determine that the above methods of determining the fair market value of
Units are unfair to either the Optionee or the Company, the fair market value
of the Units shall be as determined by the Administrator after taking into
consideration all

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factors which it deems appropriate, including, without limitation, the price
determined in any applicable public trading market, or any recent sale and
offer prices of units of interest in the Company in private transactions
negotiated at arm's length.

          B.   DURATION OF OPTIONS.  Each Option shall expire on the date
specified by the applicable Administrator, but not more than ten (10) years
from the date of grant.

          C.   VESTING AND EXERCISE OF OPTIONS.   Options shall vest as
follows: one third (1/3) of the aggregate Units under the Option on or after
the first anniversary of  the date of its grant and  an additional one third
(1/3) of such Units on each of the next following two anniversary dates of
its grant.  The above notwithstanding, the Administrator shall have the right
to increase or decrease the vesting schedule specified above, and to the
extent it does so, such vesting schedule shall be specified in the Option.
Options which may be exercised according to the above vesting schedule
("Vested Options") may be exercised at anytime after six (6) years from the
date of grant, provided however, that such Vested Options may be exercised
earlier than six (6) years from the date of grant upon or after the first to
occur of (i) the effectiveness of the Company's initial public offering
("IPO"), or (ii) on or after a "Significant Transaction."  "Significant
Transaction" means the sale of all or substantially all of the assets of the
Company, or a merger, business combination or a change in control through the
issuance or transfer of equity in the Company, wherein the equity owners of
the Company (whether partners, stockholders, members or otherwise)
immediately prior to the merger, combination or change in control, do not own
or control (directly or indirectly) at least 10% of the equity interest in
the Company or the successor company, as the case may be.  As to outstanding
Vested Options, the Administrator may permit the exercise of such options
notwithstanding the failure to meet the IPO and Significant Transaction
requirements. The Company makes no representation that an IPO or Significant
Transaction will occur and shall have no obligation to seek to cause such
events to occur.

          D.   DATE OF GRANT AND EMPLOYEES ELIGIBLE FOR OPTIONS.  Options
granted under this Plan shall be granted only to employees of the Company or
a Related Entity who have been so employed continuously as a full-time
employee for at least six (6) months.  The above notwithstanding, with
respect to persons employed by the Company during 1999, the Administrator
shall have the right to deviate from this requirement (whether by an increase
or decrease in the number of months a person must be employed) without
amending this Plan.  Options shall be granted on either December 31 or June
30 of each year, provided that the Administrator may grant Options on dates
other than on December 31 and June 30 if extenuating circumstances exist, as
determined by the Administrator.

          E.   LIMITATION OF UNITS UNDER OPTION TO A SINGLE OPTIONEE.  No
Optionee shall be granted Options with aggregate

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exercise prices for all Units covered by such Options in excess of ten
percent (10%) of the annual base salary (exclusive of bonus and commission)
of the Optionee at the time of grant.  The Administration may deviate from
this limit to the extent the circumstance requires.

          F.   OPTION TERMINATES WITH EMPLOYMENT. Upon the termination of the
Optionee's full time employment with the Company or a Related Entity, Options
held by the Optionee shall terminate except to the extent such Options are
Vested Options on the date of any such termination. All Vested Options which
may be exercised under the provisions of 4(C) above at the time of
termination of employment must be exercised, if at all, within 60 days
following any such termination of employment.  If not exercised during such
sixty (60) day period, such Vested Options shall terminate.   All Vested
Options which are not exercisable at the time of termination of employment
shall terminate on the 120th day following the date of termination of
employment, whether or not they become exercisable under the provisions of
4(C) above during such 120 day period.

          G.   CAPITAL ACCOUNT UPON EXERCISE OF OPTION.  Units issued upon
the exercise of an Option shall be issued with a capital account in the
Company (provided the Company upon such exercise is a partnership or other
entity for which capital accounts are maintained in respect of units of
ownership) which shall bear the same ratio to the total capital accounts in
the Company as the number of such Units issued upon such exercise bear to the
aggregate units of ownership in the Company then outstanding.

          H.   FORFEITURE FOR COMPETITION.  If, at any time while the
Optionee remains an employee of the Company or after the Optionee's
termination of employment while any Option remains outstanding, the Optionee
provides services to a competitor of the Company or a Related Entity, whether
as an employee, officer, director, independent contractor, consultant, agent
or otherwise (engaging in "Competition"), then the Optionee's rights under
any Options outstanding shall terminate and be forfeited, subject only to a
determination by the Administrator to the contrary.

     5.   WRITTEN AGREEMENTS.  Options shall be evidenced by instruments
(which need not be identical) in such forms as the applicable Administrator
may from time to time approve.  Such instruments shall conform to such terms,
conditions and provisions as are applicable hereunder and may contain such
other terms and conditions and provisions as the applicable Administrator
deems advisable which are not inconsistent with the Plan, including
restrictions applicable to Units issuable upon exercise of Options.  The
applicable Administrator may from time to time confer authority and
responsibility on one or more of its own members and/or one or more officers
of the Company or any general partner of the Company to execute and deliver
such instruments.  The proper officers of the Company or any general partner
of the Company are authorized and

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directed to take any and all action necessary or advisable from time to time
to carry out the terms of such instruments.

     6.   ADJUSTMENTS.  Upon the happening of any of the following described
events, an Optionee's rights with respect to Options granted to him
hereunder, shall be adjusted as hereinafter provided, unless otherwise
specifically provided, in addition or to the contrary, in the written
agreement between the recipient and the Company relating to such Option.

          A.   CERTAIN CORPORATE EVENTS.  In the event Units shall be
subdivided or combined into a greater or smaller number of units of
participation in the Company or if, upon a merger, consolidation,
reorganization, split-up, liquidation, combination, recapitalization, the
distribution of units of ownership interest, stock or other participation
rights as a distribution upon or with respect to Units or the like of the
Company, the Units shall be exchanged for other securities of the Company or
of another entity, each grantee of an Option shall be entitled, subject to
the conditions herein stated, to purchase upon exercise of the Option (or
have used for measurement purposes) such number of such units of
participation or amount of other securities of the Company or such other
entity as were exchangeable for the number of Units which such grantee would
have been entitled to purchase (or have used for measurement purposes) except
for such action, and appropriate adjustments shall be made in the purchase
price per Unit to reflect such subdivision, combination or exchange.   In the
event  any of the foregoing events should occur and the entity the securities
of which would be issuable under an Option as the result of the operation of
this subparagraph C of this paragraph 6 is not bound and chooses not to be
bound under the provisions of this Plan or any Option, and the Company is not
a reporting  company under the Securities and Exchange Act of 1934, the
Administrators shall determine the rights of the Optionee under the Option,
which may include termination of the Option.    If the surviving entity does
not agree to recognize the Options and (i) the transaction meets the
definition of a Significant Transaction, or (ii) the Company is otherwise a
reporting company under the Securities and Exchange Act of 1934, holders of
Vested Options are required to exercise their Options, if at all, within
sixty (60) days after the Significant Transaction or other event involving
this subparagraph A and any exercise during such 60 days shall be deemed to
have occurred on the date previous to such Significant Transaction or other
event.

          B.   NEW SECURITIES.  If any person or entity owning Units obtained
by exercise of an Option receives new or additional or different interests or
securities ("New Securities") in connection with a transaction described in
subparagraph A above or a distribution described in subparagraph A above as a
result of owning such Units, such New Securities shall be subject to all of
the conditions and restrictions applicable to the Units with respect to which
such New Securities were issued.

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<PAGE>

          C.   CASH DISTRIBUTIONS.  No adjustments in a Unit shall be made
for distributions paid in cash or in property other than interests in the
Company, unless specified to the contrary by the applicable Administrator in
the instrument evidencing such Unit.

          D.   FRACTIONAL UNITS.  No fractional Units shall actually be
issued under an Option.  Any fractional Units which, but for this
subparagraph D, would have been issued to a grantee pursuant to an Option
shall be deemed to be a whole Unit.

          E.   ADJUSTMENTS.  Upon the happening of any of the foregoing
events described in subparagraphs A or B above, the class and aggregate
number of Units set forth in paragraph 3 hereof that are subject to Options
which previously have been or subsequently may be granted under the Plan
shall also be appropriately adjusted to reflect the events described in such
subparagraphs. The Board shall determine the specific adjustments to be made
under this paragraph 6 and its determination shall be conclusive.

     7.   MEANS OF EXERCISING OPTIONS AND DENIAL OF RIGHTS AS UNIT HOLDER.
An Option(or any part or installment thereof) shall be exercised as specified
in the written instrument granting such Option, which instrument may specify
any legal method of exercise.  The holder of an Option exercisable for Units
shall not have the rights of a holder of Units with respect to the Units
covered by his Option until the date of issuance of a certificate to him
representing such Units.  Except as expressly provided above in paragraph 6
with respect to changes in capitalization and distributions in interests, no
adjustment shall be made for distributions or similar rights for which the
record date is before the date such Unit certificate is issued.

     8.   TRANSFERABILITY OF OPTIONS.  Except as otherwise provided in the
Plan, no Option  granted under the Plan shall be transferrable by an Optionee
other than by  will or the laws of descent and distribution.  Any Option
purported to be transferred to the spouse or former spouse of an Optionee
pursuant to any court order or decree or settlement agreement issued or
entered into incident to any divorce action shall terminate, whether or not
any such court order or decree or settlement agreement purports to merely
recognize or document a community interest of such spouse or former spouse.

     9.   TERMINATION; AMENDMENT.  The Board may terminate or amend the Plan
in any respect at any time.

     10.  WITHHOLDING OF ADDITIONAL INCOME TAXES.  Upon the exercise of an
Option, the Company, in accordance with Section 3402(a) of the Internal
Revenue Code, may require the Optionee, purchaser, or holder or exerciser of
an Option to pay additional withholding taxes in respect of the amount that
is considered compensation includable in such person's gross income.  In
addition, each Optionee, no later than the date as of which the value of a
grant or of any Unit or other amount received thereunder first becomes
includable in the gross

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income for the Optionee for Federal income tax purposes, shall pay to the
Company, or make arrangements satisfactory to the Administrator regarding
payment of any Federal, state, or local taxes of any kind required by law to
be withheld with respect to such income.  The Administrator may permit
payment of taxes to be made through tender of cash or securities, the
withholding of securities or cash to be received or any other arrangement
satisfactory to the Administrator.  The Company, to the extent permitted by
law, shall have the right to deduct any such taxes from any payment of any
kind otherwise due to the Optionee.

     11.  COMPANY'S RIGHT OF FIRST REFUSAL AND OTHER RESTRICTIONS ON TRANSFER OF
          UNITS.

          (A)  RIGHT OF FIRST REFUSAL AND RESTRICTION ON TRANSFER.   No
transfer of Units, other than a "Permitted Transfer" as defined in 11(D)
below, may be made within twenty-four (24)months of the date the Unit holder
first become a full-time employee of the Company.  After such 24 month
period, in the event that the Optionee proposes to sell, pledge or otherwise
transfer to a third party any Units acquired under an Option, or any interest
in such Units, the Company shall have a Right of First Refusal with respect
to all (and not less than all) of such Units. If the Optionee desires to
transfer Units acquired under an Option, the Optionee shall give a written
notice (the "Transfer Notice") to the Company describing fully the proposed
transfer, including the number of Units proposed to be transferred, the
proposed transfer price, the name and address of the proposed transferee (the
"Transferee") and proof satisfactory to the Company that the proposed sale or
transfer will not violate any applicable federal or state securities laws.
The Transfer Notice shall be signed both by the Optionee and by the proposed
Transferee and must constitute a binding commitment of both parties to the
transfer of the Units. The Company shall have the right to purchase all, and
not less than all, of the Units on the terms of the proposal described in the
Transfer Notice (subject, however, to any change in such terms permitted
under Subsection(B) below) by delivery of a notice of exercise of the Right
of First Refusal within 30 days after the date when the Transfer Notice was
received by the Company. The Company's rights under this Subsection(A) shall
be freely assignable, in whole or in part.

          (B)  TRANSFER OF UNITS.   If the Company fails to exercise its Right
of First Refusal within 30 days after the date when it received the Transfer
Notice, the Optionee may, not later than 90 days following receipt of the
Transfer Notice by the Company, conclude a transfer of the Units subject to the
Transfer Notice on the terms and conditions described in the Transfer Notice,
provided that any such sale is made in compliance with applicable federal and
state securities laws and not in violation of any other contractual restrictions
to which the Optionee is bound, including any restriction

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against transfer contained in the Partnership Agreement. Any proposed
transfer on terms and conditions different from those described in the
Transfer Notice, as well as any subsequent proposed transfer by the Optionee,
shall again be subject to the Right of First Refusal and shall require
compliance with the procedure described in Subsection (A) above.  If the
Company exercises its Right of First Refusal, the parties shall consummate
the sale of the Units on the terms set forth in the Transfer Notice within 60
days after the date when the Company received the Transfer Notice (or within
such longer period as may have been specified in the Transfer Notice);
provided, however, that in the event the Transfer Notice provided that
payment for the Units was to be made in a form other than cash or cash
equivalents paid at the time of transfer, the Company shall have the option
of paying for the Units with cash or cash equivalents equal to the present
value of the consideration described in the Transfer Notice.

          (C)  TERMINATION OF RIGHT OF FIRST REFUSAL. Any other provision of
this Paragraph 11 notwithstanding, in the event that the Units are readily
tradable on an established securities market when the Optionee desires to
transfer Units, the Company shall have no Right of First Refusal, and the
Optionee shall have no obligation to comply with the procedures prescribed by
Subsections (A) and (B) above, provided that such transfer takes place not
less than 24 months from the date the Optionee first became a full-time
employee of the Company.

          (D)  PERMITTED TRANSFERS. This Paragraph 11 shall not apply to (i)
a transfer by beneficiary designation, will or intestate succession or (ii) a
transfer to the Optionee's spouse, children or to a trust established by the
Optionee for the benefit of the Optionee or the Optionee's spouse, children
or grandchildren, provided in either case that the Transferee agrees in
writing on a form prescribed by the Company to be bound by all provisions of
this Plan or the Option, including but not limited to the Right of First
Refusal and the restriction against transfer for a period of 24 months from
the date the Optionee first became a full-time employee of the Company. If
the Optionee transfers any Units acquired under this Plan and the Option,
either under this Subsection (D) or after the Company has failed to exercise
the Right of First Refusal, then this Paragraph 11 shall apply to the
Transferee to the same extent as to the Optionee.

          (E)  TERMINATION OF RIGHTS AS UNITHOLDER.   If the Company makes
available, at the time and place and in the amount and form provided in this
Option, the consideration for the Units to be purchased in accordance with
this Paragraph 11, then after such time the person from whom such Units are
to be purchased shall no longer have any rights as a holder of such Units
(other than the right to receive payment of such consideration in accordance
with this Option). Such Units shall be deemed to have been purchased in
accordance with the applicable provisions hereof, whether or not the
certificate(s) therefor have been delivered as required by this Option.

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          (F)  SECURITIES LAW RESTRICTIONS.   Regardless of whether the
offering and sale of Units under the Plan have been registered under the
Securities Act of 1933 or have been registered or qualified under the
securities laws of any state, the Company at its discretion may impose
restrictions upon the sale, pledge or other transfer of such Units (including
the placement of appropriate legends on stock certificates or the imposition
of stop-transfer instructions) if, in the judgment of the Company, such
restrictions are necessary or desirable in order to achieve compliance with
the Securities Act of 1933, the securities laws of any state or any other law.

          (G)  MARKET STAND-OFF.  In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act of 1933, including the
Company's initial public offering, the Optionee shall not directly or
indirectly sell, make any short sale of, loan, hypothecate, pledge, offer,
grant or sell any option or other contract for the purchase of, purchase any
option or other contract for the sale of, or otherwise dispose of or
transfer, or agree to engage in any of the foregoing transactions with
respect to, any Units acquired under this Option without the prior written
consent of the Company or its underwriters. Such restriction (the "Market
Stand-Off") shall be in effect for such period of time following the date of
the final prospectus for the offering as may be requested by the Company or
such underwriters.  In order to enforce the Market Stand-Off, the Company may
impose stop-transfer instructions with respect to the Units acquired under
this Agreement until the end of the applicable stand-off period.

     12.  COMPANY'S RIGHT TO PURCHASE UNITS.

          (A) COMPANY'S RIGHT TO PURCHASE UNITS IN EVENT OF TERMINATION OF
EMPLOYMENT OR IN THE EVENT OF COMPETITION.  The Company shall have the right
to purchase any Units acquired by an Optionee under Options granted under
this Plan in the event that the Optionee is (i) terminated for "cause", (ii)
after being continuously employed by the Company for less than 24 months,
resigns or is terminated without "cause", (iii) becomes disabled or dies
after being continuously employed by the Company for less than 24 months, or
(iv) in the event that the Optionee engages in Competition (as defined in
4(H) above) during his/her employment or anytime thereafter.  The purchase
price for the Units shall be the exercise price paid by the Optionee plus an
amount necessary to provide an annualized 10% rate of return from the date
the Option was exercised. However, in the event that the Optionee's
employment is terminated without "cause," Optionee dies or becomes disabled,
and at such time the Company is a reporting company under Securities and
Exchange Act of 1934, the Company shall have a right to purchase  any Units
acquired by the Optionee under Options granted under this Plan for a purchase
price equal to the fair market value of the Units determined on the date of
termination in accordance with Section 4(A) above (Minimum Option Price).
For the purposes hereof, termination for "cause" shall mean

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termination of employment by the Company made on the basis of the conduct
(whether acts or omissions) or performance of the Optionee.  The Administrator
shall have the sole right to make the determination of whether or not the
termination is for "cause."

          (B) EXERCISE OF RIGHT OF PURCHASE. If the Company desires to
exercise its right to purchase such Units, it shall within 120 days after the
date employment is ended (i) deliver a notice of exercise to the last known
address of the Optionee, and (ii) make available at the offices of the
Company, a check in the amount of the purchase price for the Units.

          (C)  TERMINATION OF RIGHTS AS UNITHOLDER. If the Company makes
available, at the time and place and in the amount and form provided the
consideration for the Units to be purchased in accordance with this Paragraph
12, then after such time the person from whom such Units are to be purchased
shall no longer have any rights as a holder of such Units (other than the
right to receive payment of such consideration in accordance with this
Option). Such Units shall be deemed to have been purchased in accordance with
the applicable provisions hereof, whether or not the certificate(s) therefor
have been delivered as required by this Option.

     13.  GOVERNING LAW; CONSTRUCTION.  The validity and construction of the
Plan and the instruments evidencing Options shall be governed by the laws of
the State of Texas.  In construing this Plan, the singular shall include the
plural and the masculine gender shall include the feminine and neuter, unless
the context otherwise requires.

     14.  NO LIMITATIONS ON COMPANY'S RIGHT TO GRANT OPTIONS.  Nothing in
this Plan is intended to limit the right of the Company to issue options to
purchase Units or any other security with terms inconsistent with or in
addition to the terms described above.

     15.  PROVISION FOR PAYMENT.  To the extent that the exercise of an
Option relates back to a Significant Transaction, the Company shall make
adequate provision to ensure that the Optionee receives the securities, cash
or other item of value, which it would have received had he/she become a Unit
holder on the date of the Significant Transaction.

     16.  PARTNERSHIP GOVERNING INSTRUMENT.  This Plan is and shall remain
subject to the terms of the Agreement of Limited Partnership of Rackspace,
Ltd. as the same may be amended from time to time.  As a condition to issuing
any Units under any Option granted under this Plan, the Administrator shall
require the Optionee to become a signatory to the Agreement of Limited
Partnership of Rackspace, Ltd., as the same may be amended from time to time.
However, the Optionee shall have the rights of an assignee only and shall
not have the rights of a Limited Partner.  Furthermore, as Class D Unit
holders,

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they will not have any voting rights, pre-emptive rights, rights to review
the books and records of the Company, rights to receive  reports from the
Company or any other right of a Limited Partner other than the right to
receive the distributions and allocations from the Company at such times as
those distributions and allocations may be made.


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