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EXHIBIT 99
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14.  ASSIGNMENT OF LIMITED PARTNERS' INTERESTS IN THE PARTNERSHIP

     (a)   No Limited Partner shall assign, transfer, encumber or
otherwise dispose of all or any part of his Interest otherwise than in
accordance with the provisions of this Section 14, and any such purported
assignment, transfer, encumbrance or other disposition which is not
authorized by this Section 14 shall not be effective for any purpose.

     (b)   Subject to the provisions of Sections 14(e) and 14(f)hereof,
any Limited Partner at any time and from time to time shall have the right
to assign, transfer, encumber or otherwise dispose of all or any part of
his Interest to, or in trust for the benefit of, any Person, but no such
assignee shall be or become a substituted Limited Partner except in
accordance with Sections 14(c) and 14(d) hereof.  Any Limited Partner so
assigning all or part of his Interest is hereinafter called the "Assigning
Limited Partner".

     (c)   The Corporate General Partner may (but need not), in its sole
discretion, consent to the appointment of an assignee of transferee
(whether such assignee or transferee has acquired his interest in the
Partnership by virtue of a voluntary assignment pursuant to Section 14(b)
hereof, an involuntary transfer or a transfer by operation of law) of an
Interest (or a part thereof) of a Limited Partner as a substituted Limited
Partner in the Partnership entitled to all the rights and benefits of the
Assigning Limited Partner under this Agreement; but no such assignee or
transferee shall be or become a Limited Partner unless and until such
assignee or transferee satisfies all conditions of this Section 14 and
unless and until the Corporate General Partner in writing designates and
appoints such person as a substituted Limited Partner.  Notwithstanding the
time at which such conditions shall have been satisfied, any assignee of an
Interest (or a part thereof) shall be recognized as a holder of Interests
as of the first day of the fiscal quarter next succeeding the fiscal
quarter in which such assignment occurs.  The Partners hereby consent and
agree to such designation and appointment of a substituted Limited Partner
by the Corporate General Partner, and agree that the Corporate General
Partner may, on behalf of each Partner and on behalf of the Partnership,
cause the Certificate of Limited Partnership of this Partnership to be
appropriately amended.

     (d)   Each substituted Limited Partner, as a condition to his
admission as a Limited Partner, shall execute and acknowledge (including
swearing to) such instruments (including,  without limitation, the power of
attorney required by Section 16 hereof), in form and substance satisfactory
to the Corporate General Partner, as the Corporate General Partner shall
reasonably deem necessary or desirable to effectuate such admission and to
confirm the agreement of the substituted Limited Partner to be bound by all
the terms and provisions of this Agreement with respect to the Interest (or
portion thereof) acquired.  All reasonable expenses, including attorneys'
fees, incurred by the Partnership in connection with the transfer and
substitution shall be paid by such substituted Limited Partner.

     (e)   Anything in this Section 14 or elsewhere in this Agreement to
the contrary notwithstanding, no assignment, transfer, encumbrance or other
disposition to a minor or incompetent of all or any part of any Limited
Partner's Interest in the Partnership shall be made or shall be effective,
and further, no assignment, transfer, encumbrance, or other disposition of
all or any part of any Limited Partner's Interest shall be made or shall be
effective if such assignment, transfer, encumbrance or other disposition
would (in the opinion of the Partnership's legal counsel, which shall be
conclusive for this purpose) result in the termination of the Partnership
for purposes of the then applicable provisions of the United States
Internal Revenue Code.

     (f)   Anything in this Section 14 or elsewhere in this Agreement to
the contrary notwithstanding, no assignment, transfer, encumbrance or other
disposition of all or any part of any Limited Partner's Interest in the
Partnership shall be made or shall be effective unless (i) prior to the
consummation thereof, all assignees and transferees with respect thereto
shall have made to the Partnership in writing all of the representations
set out in Sections 12(a), 12(b) and 12(c) of this Agreement, (ii) the
General Partners' grant their consent (which may be withheld in their sole
discretion) to such assignment, transfer, encumbrance or other disposition
and (iii) if required in the discretion of the General Partners, the
Partnership is provided with an opinion of its legal counsel, or other
legal counsel satisfactory to the Partnership's counsel, stating that such
assignment, transfer, encumbrance or other disposition is exempt from the
Securities Act of 1933 and is permissible under all other applicable
Federal and state securities laws without registration or qualification of
any security or any Person.






     (g)   Each Assigning Limited Partner, substituted Limited Partner and
each assignee of any Interest (or portion thereof) shall indemnify and hold
harmless the Partnership, every General Partner, every partner, officer,
director, employee or Affiliate of a General Partner and every other
Limited Partner who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of or arising
from any actual or alleged misrepresentation, misstatement of facts or
omission to state facts made (or omitted to be made) by such Assigning
Limited Partner, substituted Limited Partner or assignee of an Interest (or
portion thereof) in connection with any assignment, transfer, encumbrance
or other disposition of all or any part of any Interest in the Partnership,
against expenses for which the Partnership or such other Person has not
otherwise been reimbursed (including attorney's fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by it or him
in connection with such action, suit or proceeding; provided, however, that
the foregoing indemnification shall not be valid as to any Partner who
supplied the information which gave rise to any actual material
misrepresentation, misstatement of facts or omission to state facts.

     (h)   In the event a vote of the Limited Partners shall be taken
pursuant to this Agreement for any reason, a Limited Partner shall, solely
for the purpose of determining the Interest held by him in weighing his
vote, be deemed the holder of any Interest assigned in part by him in
respect of which the assignee has not become a substituted Limited Partner.

If the assignor of such Limited Partnership Interest has transferred his
entire Interest, however, and the assignee of such Interest has not become
a substituted Limited Partner pursuant to this Section 14, then neither the
assignor of such Interest nor the assignee shall have any voting rights in
the Partnership until such time as the assignee becomes a substituted
Limited Partner.

     (i)   In determining the ownership of any Interest for purposes of
any distribution pursuant to Sections 11 or 13 hereof or allocation of
profits or losses pursuant to Section 9 hereof, any such distribution shall
be to the Person recognized as the holder of the Interest (or portion
thereof) pursuant to Section 14(c) hereof as of the last day of the fiscal
quarter with respect to which such distribution is made and any such
allocation of profits or losses shall be made to the Person recognized as
the holder of the Interest (or portion thereof) pursuant to Section 14(c)
hereof as of the last day of the quarterly period in which the Partnership
recognized such profits or losses for tax purposes