PK Ventures, Inc. and Subsidiaries, et al. - Page 54

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          (6) sell or otherwise dispose of all or substantially all of the            
          partnership’s property attributable to any investment; (7) permit           
          any agreement between the partnership and any general partner or            
          any person controlled by or controlling or under common control             
          with a general partner; and (8) permit the transfer or                      
          assignment, in whole or in part, by a partner of his interest in            
          the partnership.                                                            
               The terms of the agreement of limited partnership provided             
          that the general partners of PKVI LP were under no obligation to            
          make any additional capital contributions to the partnership in             
          response to any capital calls made on behalf of the partnership             
          by PK Ventures.  A general partner’s participating percentage               
          could not be decreased as a result of not making any additional             
          capital contributions to PKVI LP, but it could be increased as a            
          result of making such a contribution.  A limited partner’s                  
          participating percentage could be adjusted upward or remain the             
          same if that partner did make an additional capital contribution            
          to PKVI LP in response to a capital call, or it could be adjusted           
          downward if that partner did not make an additional capital                 
          contribution in response to a capital call.                                 
               Patrick, Rose, and PK Ventures were the general partners of            
          PKVI LP from September 15, 1986, until sometime in 1989.  During            
          that time, PK Ventures owned a 1-percent interest, Rose owned a             
          30-percent interest, and Patrick owned a 40-percent interest.               






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