Notice:
PaineWebber Direct Investments Claims Fund

As part of a comprehensive settlement of proceedings brought against PaineWebber Incorporated by the Securities and Exchange Commission relating to PaineWebber's marketing and sales of certain direct investments (i.e., limited partnerships), PaineWebber has established a $40 million claims fund for the benefit of certain purchasers of these securities. The claims process is intended to provide for the equitable, cost-effective and prompt distribution of compensation to claimants who are found to have eligible claims, and will be overseen by an independent Claims Administrator appointed by the court. The Honorable John J. Gibbons, formerly Chief Judge of the United States Court of Appeals for the Third Circuit, was appointed as Claims Administrator and he will be making the determinations as to whether individual investor claims are eligible to share in the claims fund.

If you purchased one or more of the following direct investments (i.e., limited partnerships) during the period January 1, 1986 to December 31, 1992, you may be eligible to receive a payment from the fund:

PaineWebber/Geodyne Energy Income Program I-D, E, F
PaineWebber/Geodyne Energy Income Program II-A, B, C, D, E, F, G, H
PaineWebber/Geodyne Energy Income Program III-A, B, C, D, E, F, G
PaineWebber/Geodyne Institutional/Pension Energy Income Programs 1-8
PaineWebber Income Properties 7-8
PaineWebber Equity Partners 1-3
PaineWebber Growth Partners 3
PaineWebber Development Partners 4
PaineWebber R&D Partners 1-3
PaineWebber Mortgage Partners 5
PaineWebber Independent Living Mortgage
PaineWebber Independent Living Mortgage II
PaineWebber Insured Mortgage Partners I-A and I-B
Pegasus Aircraft Partners I and II
Fiduciary Capital Partners
Fiduciary Capital Pension Partners
Essex Financial Partners, L.P. (excluding investors
whose claims have been resolved in a class action or otherwise)
Kagan Media Partners
Retail Property Investors
PaineWebber Preferred Yield
PaineWebber Preferred Yield II
Participating Income Properties 3
PaineWebber Guaranteed Futures Fund

In addition, if you purchased one of the following direct investments from or through PaineWebber between January 1, 1986 through December 31, 1992 - which was after the time they were initially sold to the public - you may also submit a claim with respect to these investments:

PaineWebber/Geodyne Energy Income Program I-A, B, C
PaineWebber/CMJ Properties
PaineWebber Income Properties 1-6
PaineWebber Growth Properties 1-2
PaineWebber Qualified Plan Fund 1-4
IRB Fund
Realty Southwest 2-3

You may not participate in the claims process if you have previously reached a settlement with PaineWebber relating to your direct investment purchase(s), or had your claim resolved through litigation, arbitration or otherwise.

Participation in the claims process is optional, and does not prevent you from pursuing any other remedy or recourse against PaineWebber that may be available.

A MORE DETAILED NOTICE DESCRIBING THE EXPEDITED CLAIMS PROCESS HAS BEEN MAILED TO PERSONS WHO MAY BE ELIGIBLE TO PARTICIPATE IN THE CLAIMS FUND. THAT NOTICE DESCRIBES HOW THE CLAIMS ADMINISTRATOR WILL ASSESS ELIGIBILITY TO PARTICIPATE IN THE CLAIMS FUND AND HOW THE CLAIMS ADMINISTRATOR WILL ASSESS ELIGIBLE CLAIMS. THIS NOTICE IS A SUMMARY OF THAT MORE DETAILED NOTICE AND IS NOT INTENDED AS A COMPLETE DESCRIPTION OF THE EXPEDITED CLAIMS PROCESS.

TO BE ELIGIBLE TO PARTICIPATE IN THE EXPEDITED CLAIMS PROCESS, YOU MUST SUBMIT YOUR CLAIM NO LATER THAN OCTOBER 22, 1996. FOR MORE INFORMATION OR A COPY OF THE COMPLETE NOTICE AND CLAIM FORM, PLEASE CALL 1-800/793-5015 OR WRITE TO THE CLAIMS ADMINISTRATOR AT:

Claims Administrator
PaineWebber Direct Investments Claims Fund
Post Office Box 200149
Newark, New Jersey 07102-0303

/s/ The Honorable John J. Gibbons

Claims Administrator

/s/ PaineWebber Incorporated

http://www.sec.gov/news/painew.htm