DEPOSITARY RECEIPT


                          (A TEXAS LIMITED PARTNERSHIP)


     Swift  Depositary   Company,  a  Texas  corporation,   as  depositary  (the
"Depositary"),  hereby certifies that the person designated below (the "Interest
Holder") is the registered owner of Swift Depositary  Interests  ("SDIs") in the
amount of:

            INTEREST HOLDER:                            ACCOUNT EXECUTIVE:


     Each SDI  represents an assignment by the  Depositary of a pro rata portion
of its  beneficial  (but not of record)  rights and  interests  as sole  limited
partner of the above-named  limited  partnership  formed under the Texas Revised
Limited  Partnership  Act, as amended  (the  "Partnership").  The number of SDIs
owned by the Interest  Holder  represents  _______________  percent of the total
rights and interest of the sole limited partner in the Partnership.

     This  Depositary  Receipt  is  provided  solely  for  the  information  and
convenience  of  the  Interest  Holder  and is not  conclusive  evidence  of the
Interest Holder's ownership of the number of SDIs specified above.  Ownership of
SDIs shall be determined  for all purposes  solely by reference to the books and
records of the Depositary.

     The  SDIs  evidenced  hereby  may be  transferred  in  accordance  with the
procedures,  conditions  and  restrictions,  set forth under  "Transfer of SDIs"
enclosed.  Also  attached  are  certain  forms  to be  used in  connection  with
transfers,  which  should be filled out by the  transferor  and  transferee  and
delivered to the Depositary. The procedures, conditions,  restrictions and forms
attached hereto are subject to change from time to time by the Depositary.

     IT IS UNLAWFUL TO  CONSUMMATE A SALE OR TRANSFER OF THIS  SECURITY,  OR ANY
INTEREST  THEREIN,  OR TO RECEIVE ANY  CONSIDERATION  THEREFOR,  IN THE STATE OF
CALIFORNIA OR TO OR FROM A RESIDENT OF THE STATE OF CALIFORNIA WITHOUT THE PRIOR
WRITTEN CONSENT OF THE  COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.







     This  Depositary  Receipt  shall  not be valid  to  evidence  the  Interest
Holder's  ownership  of SDIs  unless  it has  been  executed  on  behalf  of the
Depositary  by  the  manual  or  facsimile  signature  of the  President  of the
Depositary.

         SWIFT DEPOSITARY COMPANY


         By:
                  ---------------------------
                  Bruce H. Vincent, President


Dated:
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