Dakotah Hills Offices Limited Partnership, An Arizona Limited Partnership, William M. and Dianne B. Stephens, Tax Matters Partners, et al. - Page 8

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                  intends to assign all of the promissory notes                       
                  issued by Limited Partners to purchase units of                     
                  limited partnership interests to a bank and/or                      
                  savings and loan association in order to raise                      
                  operating capital for the limited partnership.                      
                  The intent is to borrow as much as possible by                      
                  using the promissory notes as collateral.  If                       
                  the partnership is successful in assigning the                      
                  promissory notes and security agreements to a                       
                  bank and/or savings and loan association, as it                     
                  intends to do, the bank and/or savings and loan                     
                  association will then be the holder of the                          
                  promissory note and security agreement and the                      
                  limited partners may be obligated to make all                       
                  payments of interest and principal due on the                       
                  promissory notes to the bank and/or savings and                     
                  loan association despite certain claims that the                    
                  limited partner may have or may want to assert                      
                  against the General Partners and/or the partner-                    
                  ship.                                                               
                                                                                     
                  As contemplated by the above, shortly after Dakotah                 
             Hills was formed, it borrowed $520,000 from Northern                     
             Telecom International Finance B.V. (Northern Telecom) and                
             issued its promissory note to Northern Telecom in the                    
             principal amount of $520,000 payable in four installments                
             as follows:                                                              

                       Due Date              Amount                                   
                       12/1/85             $190,233.33                                
                       12/1/86             182,000.00                                 
                       12/1/87             182,000.00                                 
                       12/1/88             182,689.00                                 
                       Total               736,922.33                                 

             As collateral for the loan, Dakotah Hills negotiated,                    
             pledged, and assigned all of the investor notes, in the                  





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