ADDENDUM TO LIMITED PARTNERSHIP AGREEMENT OF ____________________

The undersigned consisting of all of the general and limited

partners of ____________, a limited partnership agree:

That on ____________ a declaration of limited partnership was

executed by:

________________________________________________________________

The initial capital contributions set forth in the agreement

herein shall be held by __________________, as ESCROW AGENT, in an

interest bearing trust account. All limited or general partners

shall pay over their agreed capital contributions to the ESCROW

AGENT, who shall provide a receipt for all funds received to the

payee thereof.

As each capital contribution is received, the ____________ limited

partnership shall deliver to ESCROW AGENT Limited Partnership

certificates representing the interests paid for. These

certificates shall be retained by ESCROW AGENT, in trust, pending

reaching the "Break Escrow amount (defined below)."

ESCROW AGENT shall hold all funds strictly in trust, and shall

only disburse the same to Wiggly Worms upon the receipt of a

minimum amount of $_______(______________________________)

(referred to as the "break escrow" amount) have been collected

within _____ days. Should the break escrow amount not be reached

by the deadline specified, the ESCROW AGENT shall refund the sums

collected to those depositing them, together with their

proportional interest earned. Further, the limited partnership

certificates shall be returned to the limited partnership.

If the break escrow amount is reached, the ESCROW AGENT shall

disburse the funds, including any interest earned, to the LIMITED

PARTNERSHIP and shall release the certificates of limited

partnership interest to those having made capital contributions.

Once deposited sums shall not be refundable prior to the deadline

for ascertaining whether escrow has been broken, and, return of

capital contributions shall not be required if escrow is broken.

The ESCROW AGENT shall be indemnified by both parties from any

claims provided that the ESCROW AGENT shall act in accordance with

the escrow instructions set forth herein.

These escrow instructions may only be modified by a writing

executed by all limited and general partners named in the

declaration of limited partnership and any other depositors to the

escrow fund.

Dated: _____________________________________

Accepted by:

____________________________________________________

Escrow Agent