Guys I pitched this idea to another buddy who like Mark is starting a
toy enterprise (my buddy Mike).  I think he came up with a refinement
that gets past all the exchange legal concerns jamie raised.

BackMe.com is the eBay of limited partnerships; a peer to peer
clearinghouse connecting would be entreprenuers with millions of
potential limited partnership investors.  It's the people's IPO.  The
entrepreneur posts his value proposition (ex: I need 10K to start my
toy co.) the number of limited partner shares and units (10K $1.00
shares in $100 units) when the IPO gets fully subscribed (as shown in
a subscription fulfillment histograph), the
investors then become limited partners in an actual legal agreement (EX:
via Legal Zoom) with the entrepreneur.

There can be a seperate secondary eBay or Craig'slist style market
where investors can post their partnerships if they want to sell them,
but the stock exchange idea is gone.

Where we make money:  Listing fees, transaction fees, escrow fees,
legal fees (in agreement with Legal Zomm for ex) plus we could get a
percentage of all the equity.

Let me know what you think.  I think my buddy cracked this open...