STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 03/21/2002
                                                             020187277 - 3505073

                       CERTIFICATE OF LIMITED PARTNERSHIP

                            KNOX MISS PARTNERS, L.P.



     THE  UNDERSIGNED,  being the General Partner of KNOX MISS PARTNERS, L.P., a
limited  partnership formed pursuant to the provisions of Title 6, Chapter 17 of
the  Delaware  Code, does hereby make this Certificate of Limited Partnership in
accordance  with Section 17-201 of the Delaware code, and does hereby certify as
follows:

     1.     The  name  which the partnership business shall be conducted is KNOX
MISS  PARTNERS,  L.P

     2.     The  address  of the partnership's registered office in the State of
Delaware  and  the  registered  agent for service of process shall be in care of
Corporation Guarantee and Trust Company, The Brandywine Building, 1000 West 17th
Floor,  in  the  City  of  Wilmington,  County  of New Castle, State of Delaware
19801.

     3.     The  name  and  place  of  business  of  the  General Partner of the
Partnership is:

                    KNOX MISS, LLC
                    One Belmont Avenue, Suite 417
                    Bala Cynwyd, Pennsylvania 19004


     IN  WITNESS  WHEREOF,  I  have hereunto set my hand this 20th day of March,
2002.

                                         General Partner:

                                         KNOX MISS, LLC



                                         By:   "MARK  BUSH"
                                            ------------------------
                                             Mark  Bush
                                             Managing  Member