S. Byrne Doyle and Barbara S. Doyle - Page 3

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          partner of the partnership.  Doyle's capital contribution to the            
          partnership was $17,000.  The partnership consisted of 28 limited           
          partners and 1 general partner.  The total capital contribution             
          by all partners to the partnership amounted to $425,000.                    
               Originally, Thomas R. Jonell was the general partner of the            
          partnership.  Each of the limited partners signed special powers            
          of attorney in favor of Mr. Jonell.  Mr. Doyle signed his on                
          December 1, 1981.  The power of attorney authorized Mr. Jonell to           
          execute the certificate of limited partnership on behalf of Mr.             
          Doyle, which would make him a limited partner, as well as to                
          execute the agreement of limited partnership (the partnership               
          agreement) on his behalf.  Mr. Jonell signed the Pennsylvania               
          partnership certificate.  A copy of the partnership agreement               
          which was proposed to govern the partnership was attached to the            
          private placement memorandum for the partnership.  It gave the              
          following powers to the general partner:                                    
               8.1 Rights and Powers of General Partner                               
                    Except as expressly provided herein, the General                  
               Partner shall have the exclusive right to manage the                   
               business of the Partnership and is hereby authorized to                
               take any action of any kind and to do anything and                     
               everything he deems necessary in connection therewith.                 
               [Emphasis added.]                                                      
          The general partner's authority was limited only with respect to            
          certain major actions, such as disposing of substantially all of            
          the partnership's assets and borrowing other than in the ordinary           
          course of business.  Paragraph 9.2 of the partnership agreement             






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