Common use of Appointment of the Agent Clause in Contracts

Appointment of the Agent. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions set forth herein, the Agent is hereby appointed and agrees to sell the Shares on a "best efforts" basis. The Agent is authorized to enlist other members of the National Association of Securities Dealers, Inc. ("NASD") acceptable to the Company to sell the Shares as Soliciting Dealers. (b) It is understood and agreed that no sale of the Shares shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Shares to any person. The Offering will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 Shares (excluding any Shares sold pursuant to the Company's Dividend Reinvestment Plan) or (ii) __________________, 2004 (the "Offering Termination Date"). If subscriptions for at least 100,000 Shares (the "Minimum Offering") have not been received and accepted by the Company by ______________________, 2002 Page 2 _________________, 2004, none of the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) in accordance with the Prospectus (as defined in Section 2(c)). (c) Subject to the performance by the Company of all the obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the Prospectus. (d) The Agent further understands and agrees that the compensation to the Agent for a sale of Shares described herein is conditional upon the sale of at least the Minimum Offering and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with the sale of the Shares under this Agreement or otherwise. In connection with sales made to residents of Pennsylvania ("Pennsylvania Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Pennsylvania Investors is conditional upon the sale of at least 2,000,000 Shares to non-Pennsylvania Investors (the "Pennsylvania Minimum Offering") and that the failure to sell at least the Pennsylvania Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Pennsylvania residents. In connection with sales made to residents of Oregon ("Oregon Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Oregon Investors is conditional upon the sale of at least 2,000,000 shares to non-Oregon Investors (the "Oregon Minimum Offering") and that the failure to sell at least the Oregon Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Oregon residents.

Appointment of the Agent. Subject to the terms and conditions ------------------------------------- of this Agreement, the Company hereby appoints the Agent as its marketing agent, to utilize its best efforts to (ai) assist the Company in establishing the transaction structure, reviewing the Prospectus, and preparing marketing materials in connection with the Offering; (ii) as financial advisor and marketing agent, manage the placement of the Company's Common Stock pursuant to the Offering; (iii) to the extent necessary, respond to non-routine questions of a financial or investment nature; and (iv) solicit subscriptions for the Shares and advise the Company in connection with the Offering. On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth hereinforth, the Agent is hereby appointed accepts such appointment and agrees to sell consult with and advise the Shares on Company as to the matters set forth herein and in the letter agreement ("Letter Agreement"), dated July 26, 2000, between the Company and the Agent, a copy of which is attached hereto as Exhibit "B." ------------ The Agent agrees to use its best efforts" basis. The Agent is authorized to enlist other members of , as agent for the National Association of Securities DealersCompany, Inc. ("NASD") acceptable to the Company to sell the Shares as Soliciting Dealers. (b) shares subject to the terms and conditions set forth in this Agreement. It is understood acknowledged by the Company that the Agent shall not be required to purchase any Shares and agreed that no sale shall not be obligated to take any action which is inconsistent with applicable laws, regulations, decisions or orders. The obligations of the Shares Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Offering, but in no event later than March 31, 2001. All fees or expenses due to the Agent but unpaid will be regarded payable to the Agent in next day funds at the earlier of the Closing Date (as effective unless hereinafter defined) or the Expiration Date. In the event the Offering is extended beyond the Expiration Date, the Company and until accepted by the CompanyAgent may mutually agree to renew this Agreement under mutually acceptable terms. The In the event the Company reserves the right in its sole discretion to refuse is unable to sell a minimum of 592,592 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares shares of Common Stock the full amount which it may have received from them plus accrued interest as set forth in the Prospectus; and none of the parties to this Agreement shall have any person. The Offering will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 Shares (excluding any Shares sold pursuant obligation to the Company's Dividend Reinvestment Planother parties hereunder, except as set forth in this Section 2 and in Sections 3(a) or and (ii) __________________e), 2004 (9, 10, 12, 24, 26 and 27 hereof. In the "Offering Termination Date"). If subscriptions for at least 100,000 Shares (event of over-subscription in the "Minimum Offering") have not been received and accepted by the Company by ______________________, 2002 Page 2 _________________, 2004, none of the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) allocated by the Agent in accordance with the Prospectus (as defined in Section 2(c)). (c) Subject terms of the Prospectus. In the event the Offering is terminated for any reason not attributable to the performance by action or inaction of the Company of all Agent, it shall be paid the obligations to be performed hereunder, and fees due to the completeness date of such termination, abandonment or amendment pursuant to Section 3(a) below and accuracy of all the representations reimbursement for reasonable legal fees and warranties contained herein, the Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the Prospectus. (d) The Agent further understands and agrees that the compensation to the Agent for a sale of Shares described herein is conditional upon the sale of at least the Minimum Offering and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent out-of-pocket expenses incurred in connection with the sale provision of the Shares under services contemplated by Section 10 of this Agreement upon such termination, abandonment or otherwise. In connection with sales made to residents amendment within five days of Pennsylvania ("Pennsylvania Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Pennsylvania Investors is conditional upon the sale of at least 2,000,000 Shares to non-Pennsylvania Investors (the "Pennsylvania Minimum Offering") and that the failure to sell at least the Pennsylvania Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Pennsylvania residents. In connection with sales made to residents of Oregon ("Oregon Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Oregon Investors is conditional upon the sale of at least 2,000,000 shares to non-Oregon Investors (the "Oregon Minimum Offering") and that the failure to sell at least the Oregon Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Oregon residentssuch event.

Appointment of the Agent. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions set forth herein, the Agent is hereby appointed and agrees to sell the Shares on a "best efforts" basis. The Agent is authorized to enlist other members of the National Association of Securities Dealers, Inc. ("NASD") acceptable to the Company to sell the Shares as Soliciting Dealers. (b) It is understood and agreed that no sale of the Shares shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Shares to any person. The Offering will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 100,000,000 Shares (excluding any Shares sold pursuant to the Company's Dividend Distribution Reinvestment Plan) or (ii) __________________, 2004 2008 (the "Offering Termination Date"). If subscriptions for at least 100,000 300,000 Shares (the "Minimum Offering") have not been received and accepted by the Company by ______________________, 2002 Page 2 _________________, 20042007, none of the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) in accordance with the Prospectus (as defined in Section 2(c)). (c) Subject to the performance by the Company of all the obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the ProspectusProspectus (as defined in Section 2(c)). (d) The Agent further understands and agrees that the compensation to the Agent for a sale of Shares described herein is conditional upon the sale of at least the Minimum Offering and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with the sale of the Shares under this Agreement or otherwise. In connection with sales made to residents of Pennsylvania ("Pennsylvania Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Pennsylvania Investors is conditional upon the sale of at least 2,000,000 Shares to non-Pennsylvania Investors (the "Pennsylvania Minimum Offering") and that the failure to sell at least the Pennsylvania Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Pennsylvania residents. In connection with sales made to residents of Oregon ("Oregon Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Oregon Investors is conditional upon the sale of at least 2,000,000 shares to non-Oregon Investors (the "Oregon Minimum Offering") and that the failure to sell at least the Oregon Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Oregon residents.

Appointment of the Agent. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions set forth herein, the Agent is hereby appointed and agrees to sell the Shares on a "best efforts" basis. The Agent is authorized to enlist other members of the National Association of Securities Dealers, Inc. ("NASD") acceptable to the Company to sell the Shares as Soliciting Dealers. (b) It is understood and agreed that no sale of the Shares shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Shares to any person. The Offering will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 100,000,000 Shares (excluding any Shares sold pursuant to the Company's Dividend Distribution Reinvestment Plan) or (ii) __________________, 2004 2006 (the "Offering Termination Date"). If subscriptions for at least 100,000 200,000 Shares (the "Minimum Offering") have not been received and accepted by the Company by ______________________, 2002 Page 2 _________________, 20042005, none of the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) in accordance with the Prospectus (as defined in Section 2(c)). (c) Subject to the performance by the Company of all the obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the ProspectusProspectus (as defined in Section 2(c)). (d) The Agent further understands and agrees that the compensation to the Agent for a sale of Shares described herein is conditional upon the sale of at least the Minimum Offering and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with the sale of the Shares under this Agreement or otherwise. In connection with sales made to residents of Pennsylvania ("Pennsylvania Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Pennsylvania Investors is conditional upon the sale of at least 2,000,000 Shares to non-Pennsylvania Investors (the "Pennsylvania Minimum Offering") and that the failure to sell at least the Pennsylvania Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Pennsylvania residents. In connection with sales made to residents of Oregon ("Oregon Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Oregon Investors is conditional upon the sale of at least 2,000,000 shares to non-Oregon Investors (the "Oregon Minimum Offering") and that the failure to sell at least the Oregon Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Oregon residents.

Appointment of the Agent. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions set forth herein, the Agent is hereby appointed and agrees to sell the Shares on a "best efforts" basis. The Agent is authorized to enlist other members of the National Association of Securities Dealers, Inc. ("NASD") acceptable to the Company to sell the Shares as Soliciting Dealers. (b) It is understood and agreed that no sale of the Shares shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Shares to any person. The Offering will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 100,000,000 Shares (excluding any Shares sold pursuant to the Company's Dividend Reinvestment Plan) or (ii) __________________, 2004 2006 (the "Offering Termination Date"). If subscriptions for at least 100,000 200,000 Shares (the "Minimum Offering") have not been received and accepted by the Company by ______________________, 2002 Page 2 _________________, 20042005, none of the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) in accordance with the Prospectus (as defined in Section 2(c)). (c) Subject to the performance by the Company of all the obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the ProspectusProspectus (as defined in Section 2(c)). (d) The Agent further understands and agrees that the compensation to the Agent for a sale of Shares described herein is conditional upon the sale of at least the Minimum Offering and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with the sale of the Shares under this Agreement or otherwise. In connection with sales made to residents of Pennsylvania ("Pennsylvania Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Pennsylvania Investors is conditional upon the sale of at least 2,000,000 Shares to non-Pennsylvania Investors (the "Pennsylvania Minimum Offering") and that the failure to sell at least the Pennsylvania Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Pennsylvania residents. In connection with sales made to residents of Oregon ("Oregon Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Oregon Investors is conditional upon the sale of at least 2,000,000 shares to non-Oregon Investors (the "Oregon Minimum Offering") and that the failure to sell at least the Oregon Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Oregon residents.

Appointment of the Agent. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions set forth herein, the Agent is hereby appointed and agrees to sell the Shares on a "best efforts" basis. The Agent is authorized to enlist other members of the National Association of Securities Dealers, Inc. ("NASD") acceptable to the Company to sell the Shares as Soliciting Dealers. (b) It is understood and agreed that no sale of the Shares shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Shares to any person. The Offering will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 100,000,000 Shares (excluding any Shares sold pursuant to the Company's Dividend Distribution Reinvestment Plan) or (ii) __________________, 2004 2008 (the "Offering Termination Date"). If subscriptions for at least 100,000 200,000 Shares (the "Minimum Offering") have not been received and accepted by the Company by ______________________, 2002 Page 2 _________________, 20042007, none of the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) in accordance with the Prospectus (as defined in Section 2(c)). (c) Subject to the performance by the Company of all the obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the ProspectusProspectus (as defined in Section 2(c)). (d) The Agent further understands and agrees that the compensation to the Agent for a sale of Shares described herein is conditional upon the sale of at least the Minimum Offering and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with the sale of the Shares under this Agreement or otherwise. In connection with sales made to residents of Pennsylvania ("Pennsylvania Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Pennsylvania Investors is conditional upon the sale of at least 2,000,000 Shares to non-Pennsylvania Investors (the "Pennsylvania Minimum Offering") and that the failure to sell at least the Pennsylvania Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Pennsylvania residents. In connection with sales made to residents of Oregon ("Oregon Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Oregon Investors is conditional upon the sale of at least 2,000,000 shares to non-Oregon Investors (the "Oregon Minimum Offering") and that the failure to sell at least the Oregon Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Oregon residents.

Appointment of the Agent. Subject to the terms and conditions of this Agreement, the Company hereby appoints Choice as its marketing agent, to utilize its best efforts to (ai) assist the Company in establishing the transaction structure, reviewing the Prospectus, and preparing marketing materials in connection with the Offering; (ii) assist the Company in preparing applications to regulatory agencies and participate with the Company in discussions and negotiations with regulatory agencies; (iii) as financial advisor and marketing agent, manage the placement of the Company's Common Stock pursuant to the Offering; (iv) to the extent necessary, respond to non-routine questions of a financial or investment nature; and (v) solicit subscriptions for the Shares and advise the Company in connection with the Offering. On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth hereinforth, the Agent is hereby appointed Choice accepts such appointment and agrees to sell consult with and advise the Shares on Company as to the matters set forth herein and in the letter agreement ("Letter Agreement"), dated January 6, 1999, between the Company and Choice , a copy of which is attached hereto as Exhibit "best efforts" basisB". The Agent is authorized agrees to enlist other members of use its best efforts, as agent for the National Association of Securities DealersCompany, Inc. ("NASD") acceptable to the Company to sell the Shares as Soliciting Dealers. (b) shares subject to the terms and conditions set forth in this Agreement. It is understood acknowledged by the Company that Choice shall not be required to purchase any Shares and agreed that no sale shall not be obligated to take any action which is inconsistent with applicable laws, regulations, decisions or orders. The obligations of the Shares Agent pursuant to this Agreement shall be regarded as effective unless and until accepted by terminate upon the Company. The Company reserves the right in its sole discretion to refuse to sell any completion or termination or abandonment of the Shares to any person. The Offering will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 Shares (excluding any Shares sold pursuant to the Company's Dividend Reinvestment Plan) or (ii) __________________Offering, 2004 but in no event later than December 31, 1999 (the "Offering Termination End Date"). If subscriptions for All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at least 100,000 Shares the earlier of the Closing Date (as hereinafter defined) or the "Minimum Offering") have not been received and accepted by End Date. In the event the Offering is extended beyond the End Date, the Company by ______________________and the Agent may mutually agree to renew this Agreement under mutually acceptable terms. In the event the Company is unable to sell a minimum of 1,000,000 Shares within the period herein provided, 2002 Page 2 _________________this Agreement shall terminate, 2004, and the Company shall refund to any persons who have subscribed for any of the shares of Common Stock the full amount which it may have received from them plus accrued interest as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 3, 10, 11, 12, 20, 25 and 27 hereof. In the event of over-subscription in the Offering, the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) allocated by the Agent in accordance with the Prospectus (as defined in Section 2(c)). (c) Subject terms of the Prospectus. In the event the Offering is terminated for any reason not attributable to the performance by the Company action or inaction of all the obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained hereinChoice, the Agent hereby accepts such agency and agrees on shall be paid the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the Prospectus. (d) The Agent further understands and agrees that the compensation fees due to the Agent date of such termination, abandonment or amendment pursuant to Section 3(a) below and reimbursement for a sale of Shares described herein is conditional upon the sale of at least the Minimum Offering reasonable legal fees and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent out-of-pocket expenses incurred in connection with the sale provision of the Shares under services contemplated by this Agreement upon such termination, abandonment or otherwise. In connection with sales made to residents amendment within five days of Pennsylvania ("Pennsylvania Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Pennsylvania Investors is conditional upon the sale of at least 2,000,000 Shares to non-Pennsylvania Investors (the "Pennsylvania Minimum Offering") and that the failure to sell at least the Pennsylvania Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Pennsylvania residents. In connection with sales made to residents of Oregon ("Oregon Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Oregon Investors is conditional upon the sale of at least 2,000,000 shares to non-Oregon Investors (the "Oregon Minimum Offering") and that the failure to sell at least the Oregon Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Oregon residentssuch event.

Appointment of the Agent. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions set forth herein, the Agent is hereby appointed and agrees to sell the Shares on a "best efforts" basis. The Agent is authorized to enlist other members of the National Association of Securities Dealers, Inc. ("NASD") acceptable to the Company to sell the Shares as Soliciting Dealers. (b) It is understood and agreed that no sale of the Shares shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Shares to any person. The Offering will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 10,000,000 Shares (excluding any Shares sold pursuant to the Company's Dividend Reinvestment PlanProgram) or (ii) __________________, 2004 2002 (the "Offering Termination Date"). If subscriptions for at least 100,000 Shares (the "Minimum Offering") have not been received and accepted by the Company by ______________________, 2002 Page 2 _________________, 20042001, none of the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) in accordance with the Prospectus (as defined in Section 2(c)). (c) Subject to the performance by the Company of all the obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the Prospectus. (d) The Agent further understands and agrees that the compensation to the Agent for a the sale of Shares described herein is conditional upon the sale of at least the Minimum Offering and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with the sale of the Shares under this Agreement or otherwise. In connection with sales made to residents of Pennsylvania ("Pennsylvania Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Pennsylvania Investors is conditional upon the sale of at least 2,000,000 1,000,000 Shares to non-Pennsylvania Investors (the "Pennsylvania Minimum Offering") and that the failure to sell at least the Pennsylvania Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Pennsylvania residents. In connection with sales made to residents of Oregon ("Oregon Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Oregon Investors is conditional upon the sale of at least 2,000,000 shares to non-Oregon Investors (the "Oregon Minimum Offering") and that the failure to sell at least the Oregon Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Oregon residents.

Appointment of the Agent. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions hereinafter set forth hereinforth, the Company hereby engages the Agent is hereby appointed as a non-exclusive agent for the sale of the Units on a reasonable efforts basis for a period (the “Offering Period”) commencing on the date hereof and ending ninety (90) days after the date of the Memorandum(subject, however, to an extension for up to sixty (60) days at the election of the Company). The Agent agrees to use its reasonable efforts to sell the Shares on a "best efforts" basis. The Agent is authorized to enlist other members Units as agent of the National Association Company. It is understood and agreed that there is no firm commitment on the part of Securities Dealers, Inc. ("NASD") acceptable the Agent to purchase any of the Company to sell the Shares as Soliciting DealersShares. (b) As compensation for its services, and assuming subscriptions for the Units are received on or before the termination of the Offering Period, the Agent will be entitled to a commission of ten percent (10%) of the amount of gross proceeds received by the Company with respect to the Units sold by the Agent in the Private Placement, to be due and payable by the Company to the Agent on the Closing Dates, as such term is defined below. (c) It is understood and agreed that no sale of the Shares Company may, in its sole discretion, reject any subscription for the Units presented to it by the Agent, in whole or in part. No commission or other compensation shall be regarded as effective unless and until accepted due or owing to the Agent with respect to any subscription which is rejected by the Company. The Company reserves In addition, it is understood and agreed that if, prior to a Closing on a subscription for the right in Units, the affected subscriber notifies the Agent of its sole discretion desire to refuse rescind such subscriber’s Unit subscription, such amounts impounded with respect to sell any of the Shares to any person. The Offering such subscription will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 Shares (excluding any Shares sold pursuant promptly be delivered to the Company's Dividend Reinvestment Plan) rescinding subscriber without interest or (ii) __________________, 2004 (the "Offering Termination Date"). If subscriptions for at least 100,000 Shares (the "Minimum Offering") have not been received and accepted by the Company by ______________________, 2002 Page 2 _________________, 2004, none of the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) in accordance with the Prospectus (as defined in Section 2(c)). (c) Subject to the performance by the Company of all the obligations to be performed hereunderdeduction, and to the completeness and accuracy of all the representations and warranties contained herein, the Agent hereby accepts shall be entitled to no commission or other compensation on such agency and agrees on the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the Prospectusrescinded amounts. (d) The Agent further understands and agrees that the compensation Subject to the Agent for terms of the Escrow Agreement, one or more closings (a sale “Closing” or “Closings”) of Shares described herein is conditional the offering contemplated hereby shall take place at such date(s) and location as may be mutually agreed upon the sale of at least the Minimum Offering and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection Agent; with the sale last Closing occurring no later than the fifth (5th) full business day from and after the termination of the Shares under this Agreement or otherwiseOffering Period, as described in Section 1(a), above. In connection with sales made Each such date is referred to residents of Pennsylvania ("Pennsylvania Investors")herein as a“Closing Date.” Before each Closing, the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Pennsylvania Investors is conditional upon the sale of at least 2,000,000 Shares to non-Pennsylvania Investors (the "Pennsylvania Minimum Offering") and that the failure to sell at least the Pennsylvania Minimum Offering shall relieve provide the Company or any other party with copies of any obligation all signed subscription materials for that Closing. (e) The Units shall be sold only to pay the Agent for any services rendered by the Agent investors who represent themselves to be “accredited investors,” as such term is defined in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Pennsylvania residents. In connection with sales made to residents of Oregon ("Oregon Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Oregon Investors is conditional upon the sale of at least 2,000,000 shares to non-Oregon Investors (the "Oregon Minimum Offering") and that the failure to sell at least the Oregon Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Oregon residents.Regulation D.

Appointment of the Agent. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions set forth herein, the Agent is hereby appointed and agrees to sell the Shares on a "best efforts" basis. The Agent is authorized to enlist other members of the National Association of Securities Dealers, Inc. ("NASD") acceptable to the Company to sell the Shares as Soliciting Dealers. (b) It is understood and agreed that no sale of the Shares shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Shares to any person. The Offering will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 10,000,000 Shares (excluding any Shares sold pursuant to the Company's Dividend Reinvestment PlanProgram) or (ii) __________________, 2004 2001 (the "Offering Termination Date"). If subscriptions for at least 100,000 Shares (the "Minimum Offering") have not been received and accepted by the Company by ______________________, 2002 Page 2 _________________, 20042000, none of the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) in accordance with the Prospectus (as defined in Section 2(c)). No sales shall be made and no subscriptions shall be accepted from residents of Pennsylvania until subscriptions for at least 1,000,000 Shares have been received and accepted by the Company from purchasers outside Pennsylvania. (c) Subject to the performance by the Company of all the obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the Prospectus. (d) The Agent further understands and agrees that the compensation to the Agent for a the sale of Shares described herein is conditional upon the sale of at least the Minimum Offering and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with the sale of the Shares under this Agreement or otherwise. In connection with sales made to residents of Pennsylvania ("Pennsylvania Investors")Pennsylvania, the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to residents of Pennsylvania Investors is conditional upon the sale of at least 2,000,000 1,000,000 Shares to non-purchasers outside Pennsylvania Investors (the "prior to any sales to or subscriptions from residents of Pennsylvania Minimum Offering") and that the failure to sell at least the 1,000,000 Shares outside Pennsylvania Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Pennsylvania residents. In connection with sales made to residents of Oregon ("Oregon Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Oregon Investors is conditional upon the sale of at least 2,000,000 shares to non-Oregon Investors (the "Oregon Minimum Offering") and that the failure to sell at least the Oregon Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Oregon residents.

Appointment of the Agent. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions set forth herein, the Agent is hereby appointed and agrees to sell the Shares on a "best efforts" basis. The Agent is authorized to enlist other members of the National Association of Securities Dealers, Inc. ("NASD") acceptable to the Company to sell the Shares as Soliciting Dealers. (b) It is understood and agreed that no sale of the Shares shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Shares to any person. The Offering will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 100,000,000 Shares (excluding any Shares sold pursuant to the Company's Dividend Distribution Reinvestment Plan) or (ii) __________________July 19, 2004 2008 (the "Offering Termination Date"). If subscriptions for at least 100,000 200,000 Shares (the "Minimum Offering") have not been received and accepted by the Company by ______________________July 19, 2002 Page 2 _________________, 20042007, none of the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) in accordance with the Prospectus (as defined in Section 2(c)). (c) Subject to the performance by the Company of all the obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the ProspectusProspectus (as defined in Section 2(c)). (d) The Agent further understands and agrees that the compensation to the Agent for a sale of Shares described herein is conditional upon the sale of at least the Minimum Offering and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with the sale of the Shares under this Agreement or otherwise. In connection with sales made to residents of Pennsylvania ("Pennsylvania Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Pennsylvania Investors is conditional upon the sale of at least 2,000,000 Shares to non-Pennsylvania Investors (the "Pennsylvania Minimum Offering") and that the failure to sell at least the Pennsylvania Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Pennsylvania residents. In connection with sales made to residents of Oregon ("Oregon Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Oregon Investors is conditional upon the sale of at least 2,000,000 shares to non-Oregon Investors (the "Oregon Minimum Offering") and that the failure to sell at least the Oregon Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Oregon residents.

Appointment of the Agent. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions set forth herein, the Agent is hereby appointed and agrees to sell the Shares on a "best efforts" basis. The Agent is authorized to enlist other members of the National Association of Securities Dealers, Inc. ("NASD") acceptable to the Company to sell the Shares as Soliciting Dealers. (b) It is understood and agreed that no sale of the Shares shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Shares to any person. The Offering will terminate on the first to occur of (i) the sale of an aggregate of 20,000,000 10,000,000 Shares (excluding any Shares sold pursuant to the Company's Dividend Reinvestment Plan) or (ii) __________________, 2004 (the "Offering Termination Date"). If subscriptions for at least 100,000 Shares (the "Minimum Offering") have not been received and accepted by the Company by ______________________, 2002 Page 2 _________________, 2004, none of the Shares will be sold and all funds tendered will be refunded in full to each subscriber (plus interest and without deducting for escrow expenses) in accordance with the Prospectus (as defined in Section 2(c)). (c) Subject to the performance by the Company of all the obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the offering period to find qualified subscribers for the Shares on the terms set forth in this Agreement and the Prospectus. (d) The Agent further understands and agrees that the compensation to the Agent for a sale of Shares described herein is conditional upon the sale of at least the Minimum Offering and acceptance of said sales by the Company and that the failure to sell at least the Minimum Offering by that date shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with the sale of the Shares under this Agreement or otherwise. In connection with sales made to residents of Pennsylvania ("Pennsylvania Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Pennsylvania Investors is conditional upon the sale of at least 2,000,000 1,000,000 Shares to non-Pennsylvania Investors (the "Pennsylvania Minimum Offering") and that the failure to sell at least the Pennsylvania Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Pennsylvania residents. In connection with sales made to residents of Oregon ("Oregon Investors"), the Agent understands and agrees that the compensation to the Agent for the sale of Shares described herein to Oregon Investors is conditional upon the sale of at least 2,000,000 shares to non-Oregon Investors (the "Oregon Minimum Offering") and that the failure to sell at least the Oregon Minimum Offering shall relieve the Company or any other party of any obligation to pay the Agent for any services rendered by the Agent in connection with subscriptions for or sale of the Shares under this Agreement or otherwise to Oregon residents.