Common use of Representations by the Undersigned Clause in Contracts

Representations by the Undersigned. The Investor represents and warrants that the Investor: (a) has received the Prospectus of the Partnership dated April 28, 2000; (b) understands that no federal or state agency has made any finding or determination as to the fairness for public investment in, nor any recommendation nor endorsement of, the Units; (c) understands that Units are offered for a minimum investment of $2,000 ($2,500 for residents of North Carolina); (d) understands that there will be no public market for the Units, that there are substantial restrictions on repurchase, sale, assignment or transfer of the Units, and that it may not be possible readily to liquidate this investment; (e) has (i) a minimum net worth (exclusive of home, home furnishings, and automobiles) of $45,000 ($30,000 in the States of California and Oregon and $50,000 in the State of Washington), plus an annual gross income of at least $45,000 ($30,000 in the States of California and Oregon and $50,000 in the State of Washington); or (ii) minimum net worth (exclusive of home, home furnishings, and automobiles) of $150,000 ($75,000 in the States of California and Oregon); or (iii) if purchasing for a fiduciary account, the minimum standards in (i) or (ii) above are met by the beneficiary, the fiduciary account, or by a donor or grantor who directly or indirectly supplies the funds to purchase the Partnership Units if the donor or grantor is the fiduciary; (f) if an individual, has attained the age of majority (as established in the state in which domiciled), and, in any event, is under no disability with respect to entering into a contractual relationship with the Partnership; (g) if a trustee, is the trustee for the trust on behalf of which it is purchasing the Units, and has due authority to purchase Units on behalf of the trust; (h) fully indemnifies and holds harmless the Partnership, the General Partner, and its Affiliates from any and all claims, actions, causes of action, damages, and expenses (including legal fees and expenses) whatsoever which may result from a breach or alleged breach of any of the representations by Investor contained herein.

Representations by the Undersigned. The Investor represents and warrants assures the Company that the Investor: (a) 4.1. has received the Prospectus of the Partnership Company dated April 28______________, 20002002; (b) 4.2. understands that no federal or state agency has made any finding or determination as to the fairness for public investment in, nor any recommendation nor endorsement of, the Units; (c) 4.3. understands that Units are offered for a minimum investment of $2,000 ($2,500 for residents of North Carolina)10,000; (d) 4.4. understands that there will be no public market for the Units, that there are substantial restrictions on repurchase, sale, assignment or transfer of the Units, and that it may not be possible readily to liquidate this investment; 4.5. meets the following suitability standards: (ea) if a resident of California has a minimum annual gross income of $65,000 and net worth of $150,000 or in the alternative, a net worth of $250,000; (ib) if a resident from Oklahoma, a minimum annual gross income of $60,000 and net worth of $60,000, or in the alternative, a net worth of $225,000; (c) if a resident of any other state, a minimum annual gross income of $45,000 and a minimum net worth (of $45,000, or in the alternative, a minimum net worth of $150,000; net worth is determined exclusive of home, home furnishings, furnishings and automobiles) of $45,000 ; and ($30,000 in the States of California and Oregon and $50,000 in the State of Washington), plus an annual gross income of at least $45,000 ($30,000 in the States of California and Oregon and $50,000 in the State of Washington); or (ii) minimum net worth (exclusive of home, home furnishings, and automobiles) of $150,000 ($75,000 in the States of California and Oregon); or (iiid) if purchasing for a fiduciary account, the these minimum standards in (i) or (ii) above are met by the beneficiary, the fiduciary account, or by a donor or grantor who directly or indirectly supplies the funds to purchase the Partnership Units if the donor or grantor is the fiduciary; (f) 4.6. if an individual, has attained the age of majority (as established in the state in which domiciled), and, in any event, is under no disability with respect to entering into a contractual relationship with the PartnershipCompany; (g) 4.7. if a trustee, is the trustee for the trust on behalf of which it is purchasing the Units, and has due authority to purchase Units on behalf of the trust; (h) 4.8. fully indemnifies and holds harmless the PartnershipCompany, the General Partnerits Manager, and its Affiliates from any and all claims, actions, causes of action, damages, and expenses (including legal fees and expenses) whatsoever which may result from a breach or alleged breach of any of the representations by Investor contained herein; 4.9. understands that if this is a Uniform Gifts to Minors Act ("UGMA") or Uniform Transfers to Minors Act ("UTMA") custodial account, Investor represents and warrants that the Units belong to the minor and the Units, whether or not withdrawn, will only be used for the benefit of the minor. Investor also understands that the minor has the legal right to withdraw the Units for any purpose when he or she reaches the age that the custodianship terminates - usually 18 or 21 depending upon the state UGMA/UTMA law and/or terms of the custodianship.