Common use of Commissions Clause in Contracts

Commissions. (a) Subject to the receipt of the minimum subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions for sales to the Managing General Partner, its officers, directors and Affiliates, registered investment advisors and their clients, selling agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement, the Dealer-Manager is entitled to receive from the Partnership a 7.0% Sales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner, within seven business days after the Dealer-Manager has received the commissions and reimbursements on the subscriptions. The Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d) of the Dealer-Manager Agreement are satisfied, and approximately every two weeks thereafter until the Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will be paid to the Dealer-Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions and reimbursements as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts under this Agreement is limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the Partnership will not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31, 2001. If this amount is not secured, nothing will be payable to you and all funds advanced by purchasers will be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .52.5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a 7% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of your bona fide due diligence expenses per Unit. With respect to the up to .5% reimbursement of your bona fide due diligence expenses, any bill presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be for actual costs and may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any bill for due diligence submitted by you must be based on your actual expenses incurred in conducting due diligence. If the Dealer-Manager receives a non-itemized bill for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the bill submitted by you. If such a due diligence bill cannot be justified, any excess over actual due diligence expenses that is paid is considered by the NASD to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under NASD Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized bill in excess of .5% then the excess over .5% will not be included within the 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of NASD Conduct Rule 2810. (iii) In addition, the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements of up to .5% per Unit with you or your registered representatives. The permissible non-cash compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in NASD Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in NASD Conduct Rule 2810; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. [Also, the Dealer-Manager may pay a marketing fee of up to ________ if you provide marketing support as set forth in Appendix I, but in no event shall you receive non-cash compensation and the marketing fee if it represents more than .5% per unit.] (iv) Your sales commissions which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your sales commissions and the reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the related amounts owed to it under the Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive within 14 fourteen business days after the respective Partnership’s Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions compensation and reimbursements which are owed to you as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's ’s liability for such amounts to pay your compensation and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by the respective Partnership’s Offering Termination Date, then nothing will shall be payable to you for the respective Partnership and all funds advanced by purchasers will subscribers for Units in the respective Partnership shall be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum subscription proceeds required Partnership Subscription of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions for sales to the Managing General Partner, its officers, directors and Affiliates, registered investment advisors and their clients, selling agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement1,000,000, the Dealer-Manager is entitled to receive from the Partnership a 7.0% Sales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Subject to the terms and conditions herein set forth in this Agreementforth, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units of subscriptions sold by you and accepted by the Managing General Partner, within seven business days after the Dealer-Manager has received the commissions and reimbursements on the such subscriptions. The Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after at least the conditions described in Section 4(dminimum Partnership Subscription ($1,000,000) of has been received and accepted by the Dealer-Manager Agreement are satisfiedManaging General Partner and the subscription proceeds have been released to the Managing General Partner from the escrow account, and approximately every two weeks thereafter until the Offering Termination Date, which is December 31, 20011999, or when the maximum subscription proceeds Partnership Subscription of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, 18,000,000 is received if earlier. The balance will be paid to the Dealer-Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement herein to the contrary, you agree to waive payment of your Sales Commissions commissions and reimbursements as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts under this Agreement hereunder is limited solely to the proceeds of the related amounts owed to it under pursuant to the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the The Partnership will not begin commence operations unless it receives subscription proceeds of subscriptions for at least $1,000,000 have been secured by December 31, 20011999. If this amount is not secured, nothing will be payable to you and all funds advanced by purchasers will be returned to them with interest earned, if any. (d) Notwithstanding the foregoing, Registered Investment Advisors and their clients may subscribe to Units without paying the Sales Commissions and reimbursement of marketing expenses and bona fide accountable due diligence expenses, and their Agreed Subscriptions will be subject only to the 2.5% Dealer-Manager fee. Also, the Managing General Partner, its officers and directors and Affiliates, and the Selling Agents may subscribe to Units without paying the Dealer-Manager fee, Sales Commissions and the reimbursement of marketing expenses and the Selling Agents' bona fide accountable due diligence expenses.

Commissions. (a) Subject to the receipt of the minimum subscription proceeds required Partnership Subscription of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions for sales to the Managing General Partner, its officers, directors and Affiliates, registered investment advisors and their clients, selling agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement1,000,000, the Dealer-Manager is entitled to receive from the Partnership a 7.0% Sales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Subject to the terms and conditions herein set forth in this Agreementforth, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units of subscriptions sold by you and accepted by the Managing General Partner, within seven business days after the Dealer-Manager has received the commissions and reimbursements on the such subscriptions. The Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after at least the conditions described in Section 4(dminimum Partnership Subscription ($1,000,000) of has been received and accepted by the Dealer-Manager Agreement are satisfiedManaging General Partner and the subscription proceeds have been released to the Managing General Partner from the escrow account, and approximately every two weeks thereafter until the Offering Termination Date, which is December 31, 20012000, or when the maximum subscription proceeds Partnership Subscription of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, 15,000,000 is received if earlier. The balance will be paid to the Dealer-Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement herein to the contrary, you agree to waive payment of your Sales Commissions commissions and reimbursements as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts under this Agreement hereunder is limited solely to the proceeds of the related amounts owed to it under pursuant to the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the The Partnership will not begin commence operations unless it receives subscription proceeds of subscriptions for at least $1,000,000 have been secured by December 31, 20012000. If this amount is not secured, nothing will be payable to you and all funds advanced by purchasers will be returned to them with interest earned, if any. (d) Notwithstanding the foregoing, Registered Investment Advisors and their clients may subscribe to Units without paying the Sales Commissions and reimbursement of marketing expenses and bona fide accountable due diligence expenses, and their Agreed Subscriptions will be subject only to the 2.5% Dealer-Manager fee. Also, the Managing General Partner, its officers and directors and Affiliates, and the Selling Agents may subscribe to Units without paying the Dealer-Manager fee, Sales Commissions and the reimbursement of marketing expenses and the Selling Agents' bona fide accountable due diligence expenses.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions for sales to the Managing General Partner, its officers, directors and Affiliates, registered investment advisors and their clients, selling agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as discounts set forth in Section 4(c) of the Dealer-Manager AgreementAgreement for sales to certain classes of investors, including volume discounts for single purchasers, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .53% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the Partnership Partnerships secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. MDS Securities, LLC Selling Dealer Agreement 6 Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner reimbursement of the Selling Dealers’ bona fide due diligence expenses in connection with the Partnership, provided that any bill presented to the Dealer-Manager by you for reimbursement of costs associated with your due diligence activities in connection with the Program must be detailed and itemized. Subject to the foregoing and terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 1(k)(iii) of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) A 7% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; (ii) reimbursement of your bona fide due diligence expenses in connection with the Partnership, provided that any bill presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be detailed and itemized; (iii) a nonaccountable marketing fee of .5% per Unit in partial consideration for your marketing support, which may be reduced, in the Dealer-Manager’s discretion, in amount equal to the Dealer-Manager’s or the Managing General Partner’s costs to participate in your national or regional sales conferences, subject to the performance by you of your obligations under as Appendix I to this Agreement; (iv) a .5% per Unit early incentive fee for one or more of the first 100 Units, in the aggregate, in each Partnership sold by you and the other Selling Dealers and accepted by the Managing General Partner; and (v) the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements with you or your registered representatives. The permissible non-cash compensation will be paid for: (A) training and education meetings; (B) gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target; (C) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (D) contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager and Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with MDS Securities, LLC Selling Dealer Agreement 7 direct participation programs as set forth in FINRA Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in FINRA Conduct Rule 2810; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. (b) Your Sales Commissions and other fees and reimbursements that are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your Sales Commissions and other fees and reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the related amounts owed to it under the Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive within 14 fourteen business days after the respective Partnership’s Offering Termination Date. (bc) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions and other fees and reimbursements which are owed to you as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's ’s liability for such amounts to pay your Sales Commissions and other fees and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (cd) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by a Partnership’s respective Offering Termination Date, then nothing will shall be payable to you by the Dealer-Manager under this Agreement and all funds advanced by purchasers will subscribers for Units in MDS Securities, LLC Selling Dealer Agreement 8 that Partnership shall be returned to them by the Escrow Agent with interest earnedand income earned thereon while held in the Escrow Account, if any, and without deduction for any fees or expenses.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the following: (i) the Managing General Partner, its officers, directors and Affiliates, affiliates; (ii) registered investment advisors and their clients; Xxxxx Funding, selling agents Inc. 5 Selling Agent Agreement (iii) Selling Agents and their registered representatives and principals, and ; and (iv) investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement, Partner; the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of nonaccountable marketing expenses expense reimbursement, and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.07% cash commissionSales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expensesexpenses and, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference, a .5% nonaccountable marketing expense reimbursement per Unit on Units sold by you and accepted by the Managing General Partner. Your Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and the .5% nonaccountable marketing expense reimbursement, shall be paid to you within seven business days after the Dealer-Manager has received the commissions Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and reimbursements the .5% nonaccountable marketing expense reimbursement on the subscriptions. The Dealer-Manager is entitled to receive its commissions Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and reimbursements the .5% nonaccountable marketing expense reimbursement within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the Offering Termination Date, which is the earlier of: (i) receipt of the maximum subscriptions of $40,000,000; or (ii) December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, 2002; as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will shall be paid to the Dealer-Manager within 14 fourteen business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions Commissions, the .5% nonaccountable marketing expense reimbursement, and reimbursements the .5% reimbursement of your bona fide accountable due diligence expenses as set forth above in (a) above, until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts to pay your compensation under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement.. Xxxxx Funding, Inc. 6 Selling Agent Agreement (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 by December 31, 20012002. If this amount is not securedsecured by this date, then nothing will shall be payable to you and all funds advanced by purchasers will subscribers for Units shall be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitReimbursement for Permissible Non-Cash Compensation, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. The Permissible Non-Cash Compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents' bona fide due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a 7% Sales Commission, within seven business days after subject to the Dealer-Manager has received the commissions and reimbursements on the subscriptions. The Dealer-Manager is entitled performance by you of your obligations under Appendix I to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d) of the Dealer-Manager Agreement are satisfied, and approximately every two weeks thereafter until the Offering Termination Datethis Agreement, which is December 31incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of your bona fide due diligence expenses per Unit. With respect to the up to .5% reimbursement of your bona fide due diligence expenses, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will be paid any xxxx presented by you to the Dealer-Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment for reimbursement of costs associated with your Sales Commissions due diligence activities must be for actual costs and reimbursements as set forth above in (a) until may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any xxxx for due diligence submitted by you must be based on your actual expenses incurred in receipt of the related amounts owed to it pursuant to conducting due diligence. If the Dealer-Manager Agreementreceives a non-itemized xxxx for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the xxxx submitted by you. If such a due diligence xxxx cannot be justified, any excess over actual due diligence expenses that is paid is considered by the NASD to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under NASD Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized xxxx in excess of .5% then the Dealer-Manager's liability for such amounts under this Agreement is limited solely to excess over .5% will not be included within the proceeds 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of the related amounts owed to it under NASD Conduct Rule 2810. (iii) In addition, the Dealer-Manager Agreement. (c) As provided in Section 4(d) or Managing General Partner may make certain non-cash compensation arrangements of the Dealer-Manager Agreementup to .5% per Unit with you or your registered representatives, the Partnership will not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31, 2001. If this amount is not secured, nothing which will be payable to you and all funds advanced by purchasers will be returned to them with interest earned, if any.included in the accountable Reimbursement for Permissible Non-

Commissions. (a) Subject to the receipt of the minimum subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement (the "Minimum Subscription Amount"), the restrictions with respect to sales to Iowa and Pennsylvania residents described in the Dealer-Manager Agreement, and the exceptions for sales to LEAF Asset Management Inc., the Managing general partner of the Partnership (the "General Partner"), its officers, directors and AffiliatesAffiliates (as such term is defined in the Partnership Agreement), registered investment advisors and their clients, selling agents Selling Dealers and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement, the Dealer-Manager is entitled to receive from the Partnership Partnership, a 7.0% commission (the "Sales Commission, a .5") of 8% reimbursement of marketing expenses and a .5% reimbursement of the purchase price of each subscription obtained by the Dealer-Manager or the Selling AgentsDealers and accepted and closed on by the Partnership. In addition, and subject to the above conditions and qualifications, the General Partner has undertaken to pay (from its Organization and Offering Expense Allowance, as such term is defined in the Partnership Agreement) an amount equal to the Selling Dealers' bona fide accountable due diligence expenses per Unit, based on Unit to a maximum of 1/2 of 1% of the aggregate amount purchase price of all Unit subscriptions to the Partnership secured each subscription obtained by the Dealer-Manager or the selling group formed Selling Dealers and accepted and closed on by the Dealer-Manager and accepted by Partnership (the Managing General Partner"Due Diligence Reimbursement"). Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, and to the exceptions and conditions set forth in the first paragraph of this Section 2(a), the Dealer-Manager (i) agrees to pay you a 7.0% cash commissionthe Sales Commission and (ii) agrees to use its best efforts to cause the General Partner to pay you the Due Diligence Reimbursement, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units in each case with respect to those subscriptions sold by you and accepted and closed on by the Managing General PartnerPartnership, within seven business days after the Dealer-Manager has received the commissions Sales Commissions and reimbursements Due Diligence Reimbursement on the subscriptions. The Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d) of the Dealer-Manager Agreement are satisfied, and approximately every two weeks thereafter until the Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will be paid to the Dealer-Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions and reimbursements as set forth above in (a) Due Diligence Reimbursement until the Dealer-Manager is (or, in receipt the case of the Due Diligence Reimbursement, the General Partner) receives the related amounts owed to it pursuant to the Dealer-Manager Agreement (or, in the case of the Due Diligence Reimbursement, the Partnership Agreement), and further agree that the Dealer-Manager's or General Partner's liability for such amounts under this Agreement is limited solely to the proceeds of the related amounts owed to and received by it under the Dealer-Manager Agreement or Partnership Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, If the Partnership will does not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31, 2001. If this amount is not securedreceive the Minimum Subscription Amount, nothing will be payable to you and all funds advanced by purchasers subscribers will be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitReimbursement for Permissible Non-Cash Compensation, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. The Permissible Non-Cash Compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. Anthem Securities, Inc. 6 Selling Agent Agreement Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you on Units sold by you and accepted by the Managing General Partner: (i) a 7.07% cash commissionSales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of marketing your bona fide accountable due diligence expenses and a per Unit. With respect to the up to .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold any xxxx presented by you and accepted by the Managing General Partner, within seven business days after the Dealer-Manager has received the commissions and reimbursements on the subscriptions. The Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d) of the Dealer-Manager Agreement are satisfied, and approximately every two weeks thereafter until the Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will be paid to the Dealer-Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment for reimbursement of costs associated with your Sales Commissions due diligence activities must be for actual costs and reimbursements as set forth above in (a) until may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any xxxx for due diligence submitted by you must be based on your actual expenses incurred in receipt of the related amounts owed to it pursuant to conducting due diligence. If the Dealer-Manager Agreementreceives a non-itemized xxxx for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the xxxx submitted by you. If such a due diligence xxxx cannot be justified, any excess over actual due diligence expenses that is paid is considered by the NASD to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under NASD Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized xxxx in excess of .5% then the Dealer-Manager's liability for such amounts under this Agreement is limited solely to excess over .5% will not be included within the proceeds 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of the related amounts owed to it under NASD Conduct Rule 2810. (iii) In addition, the Dealer-Manager Agreement. (c) As provided in Section 4(d) or Managing General Partner may make certain non-cash compensation arrangements of the Dealer-Manager Agreementup to .5% per Unit with you or your registered representatives, the Partnership will not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31, 2001. If this amount is not secured, nothing which will be payable to you and all funds advanced by purchasers will be returned to them with interest earned, if any.included in the accountable Reimbursement for Permissible Non-

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .52.5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner reimbursement of the Selling Agents’ bona fide due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a 7% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) reimbursement of your bona fide due diligence expenses per Unit, provided that any bill presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be detailed and itemized. (iii) In addition, the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements with you or your registered representatives. The permissible non-cash compensation will be paid for: (A) training and education meetings; (B) gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target; (C) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (D) contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager and Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. Selling Agent Agreement (iv) The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in FINRA Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in FINRA Conduct Rule 2810; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Also, the Dealer-Manager will pay you a marketing fee of .5% per Unit in partial consideration for your marketing support as set forth in Appendix I, but your marketing fee may be reduced, in the Dealer-Manager’s discretion, by the Dealer-Manager’s and the Managing General Partner’s costs for your national or regional conferences. (v) Your sales commissions which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your sales commissions and the reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the related amounts owed to it under the Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive within 14 fourteen business days after the respective Partnership’s Offering Termination Date.. Selling Agent Agreement (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions compensation and reimbursements which are owed to you as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's ’s liability for such amounts to pay your compensation and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by the respective Partnership’s Offering Termination Date, then nothing will shall be payable to you for the respective Partnership and all funds advanced by purchasers will subscribers for Units in the respective Partnership shall be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .52.5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 of this Anthem Securities, Inc. Selling Agent Agreement Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a 7% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of your bona fide due diligence expenses per Unit. With respect to the up to .5% reimbursement of your bona fide due diligence expenses, any bill presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be for actual costs and may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any bill for due diligence submitted by you must be based on your actual expenses incurred in conducting due diligence. If the Dealer-Manager receives a non-itemized bill for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the bill submitted by you. If such a due diligence bill cannot be justified, any excess over actual due diligence expenses that is paid is considered by the NASD to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under NASD Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized bill in excess of .5% then the excess over .5% will not be included within the 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of NASD Conduct Rule 2810. (iii) In addition, the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements of up to .5% per Unit with you or your registered representatives. The permissible non-cash compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in NASD Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in NASD Conduct Rule 2810; Anthem Securities, Inc. Selling Agent Agreement (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. [Also, the Dealer-Manager may pay a marketing fee of up to if you provide marketing support as set forth in Appendix I, but in no event shall you receive non-cash compensation and the marketing fee if it represents more than .5% per unit.] (iv) Your sales commissions which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your sales commissions and the reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the related amounts owed to it under the Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive within 14 fourteen business days after the respective Partnership’s Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions compensation and reimbursements which are owed to you as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's ’s liability for such amounts to pay your compensation and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by the respective Partnership’s Offering Termination Date, then nothing will shall be payable to you for the respective Partnership and all funds advanced by purchasers will subscribers for Units in the respective Partnership shall be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 $ as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.0% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to % reimbursement of the Selling Agents’ bona fide due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a % Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) up to a % reimbursement of your bona fide due diligence expenses per Unit. With respect to the up to % reimbursement of your bona fide due diligence expenses, any xxxx presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be for actual costs and may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any xxxx for due diligence submitted by you must be based on your actual expenses incurred in conducting due diligence. If the Dealer-Manager receives a non-itemized xxxx for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the xxxx submitted by you. If such a due diligence xxxx cannot be justified, any excess over actual due diligence expenses that is paid is considered by the NASD to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under NASD Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized xxxx in excess of % then the excess over % will not be included within the 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of NASD Conduct Rule 2810. (iii) In addition, the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements of up to % per Unit with you or your registered representatives. The permissible non-cash compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in NASD Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in NASD Conduct Rule 2810; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. [Also, the Dealer-Manager may pay a marketing fee of up to if you meet certain sales thresholds and provide marketing support as set forth in Appendix II, but in no event shall you receive non-cash compensation and the marketing fee if it represents more than % per unit.] (iv) Your sales commissions which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your sales commissions and the reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions and reimbursements as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts under this Agreement is limited solely to the proceeds of has received the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of , which the Dealer-Manager Agreement, is entitled to receive within fourteen business days after the Partnership will not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31, 2001. If this amount is not secured, nothing will be payable to you and all funds advanced by purchasers will be returned to them with interest earned, if anyrespective Partnership’s Offering Termination Date.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .52.5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, Dealer-Manager Fee based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Anthem Securities, Inc. Selling Agent Agreement Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents' bona fide due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a 7% Sales Commission, within seven business days after subject to the Dealer-Manager has received the commissions and reimbursements on the subscriptions. The Dealer-Manager is entitled performance by you of your obligations under Appendix I to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d) of the Dealer-Manager Agreement are satisfied, and approximately every two weeks thereafter until the Offering Termination Datethis Agreement, which is December 31incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of your bona fide due diligence expenses per Unit. With respect to the up to .5% reimbursement of your bona fide due diligence expenses, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will be paid any xxxx presented by you to the Dealer-Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment for reimbursement of costs associated with your Sales Commissions due diligence activities must be for actual costs and reimbursements as set forth above in (a) until may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any xxxx for due diligence submitted by you must be based on your actual expenses incurred in receipt of the related amounts owed to it pursuant to conducting due diligence. If the Dealer-Manager Agreementreceives a non-itemized xxxx for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the xxxx submitted by you. If such a due diligence xxxx cannot be justified, any excess over actual due diligence expenses that is paid is considered by the NASD to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under NASD Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized xxxx in excess of .5% then the Dealer-Manager's liability for such amounts under this Agreement is limited solely to excess over .5% will not be included within the proceeds 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of the related amounts owed to it under NASD Conduct Rule 2810. (iii) In addition, the Dealer-Manager Agreement. (c) As provided in Section 4(d) or Managing General Partner may make certain non-cash compensation arrangements of up to .5% per Unit with you or your registered representatives. The permissible non-cash compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager Agreement, the Partnership will not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31, 2001. If this amount is not secured, nothing will be payable or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer- Manager is responsible for ensuring that all funds advanced by purchasers will be returned to them non-cash compensation arrangements comply with interest earnedthe restrictions on non-cash compensation in connection with direct participation programs as set forth in NASD Conduct Rule 2810. For example, if anythe Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; Anthem Securities, Inc. Selling Agent Agreement (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in NASD Conduct Rule 2810; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions for sales to the Managing General Partner, its officers, directors and Affiliates, registered investment advisors and their clients, selling agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as discounts set forth in Section 4(c) of the Dealer-Manager AgreementAgreement for sales to certain classes of investors, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .53% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit MDS Securities, LLC Selling Dealer Agreement 6 subscriptions to the Partnership Partnerships secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner reimbursement of the Selling Dealers’ bona fide due diligence expenses in connection with the Partnership, provided that any bill presented to the Dealer-Manager by you for reimbursement of costs associated with your due diligence activities in connection with the Program must be detailed and itemized. Subject to the foregoing and terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 1(k)(iii) of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) A 7% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; (ii) reimbursement of your reasonable accountable bona fide due diligence expenses actually incurred in connection with the Partnership, provided that any bill presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be detailed and itemized and your incurrence of such expenses was previously approved in writing by the Dealer-Manager or the Managing General Partner; (iii) a nonaccountable marketing fee of __% per Unit in partial consideration for your marketing support, which may be reduced, in the Dealer-Manager’s discretion, in an amount equal to the Dealer-Manager’s or the Managing General Partner’s costs to participate in your national or regional sales conferences, subject to the performance by you of your obligations under as Appendix I to this Agreement; and (iv) the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements with you or your registered representatives. The permissible non-cash compensation will be paid for: (A) training and education meetings; (B) gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target; (C) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (D) contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager and Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. MDS Securities, LLC Selling Dealer Agreement 7 The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in FINRA Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in FINRA Conduct Rule 2810; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. (b) Your Sales Commissions and other fees and reimbursements that are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your Sales Commissions and other fees and reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the related amounts owed to it under the Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive within 14 fourteen business days after the respective Partnership’s Offering Termination Date. (bc) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions and other fees and reimbursements which are owed to you as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's ’s liability for such amounts to pay your Sales Commissions and other fees and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (cd) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by a Partnership’s MDS Securities, LLC Selling Dealer Agreement 8 respective Offering Termination Date, then nothing will shall be payable to you by the Dealer-Manager under this Agreement and all funds advanced by purchasers will subscribers for Units in that Partnership shall be returned to them by the Escrow Agent with interest earnedand income earned thereon while held in the Escrow Account, if any, and without deduction for any fees or expenses.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .52.5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a 7% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of your bona fide due diligence expenses per Unit. With respect to the up to .5% reimbursement of your bona fide due diligence expenses, any bill presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be for actual costs and may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any bill for due diligence submitted by you must be based on your actual expenses incurred in conducting due diligence. If the Dealer-Manager receives a non-itemized bill for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the bill submitted by you. If such a due diligence bill cannot be justified, any excess over actual due diligence expenses that is paid is considered by FINRA to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under FINRA Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized bill in excess of .5% then the excess over .5% will not be included within the 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of FINRA Conduct Rule 2810. (iii) In addition, the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements of up to .5% per Unit with you or your registered representatives. The permissible non-cash compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in FINRA Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in FINRA Conduct Rule 2810; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. [Also, the Dealer-Manager may pay a marketing fee of up to ________ if you provide marketing support as set forth in Appendix I, but in no event shall you receive non-cash compensation and the marketing fee if it represents more than .5% per unit.] (iv) Your sales commissions which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your sales commissions and the reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the related amounts owed to it under the Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive within 14 fourteen business days after the respective Partnership’s Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions compensation and reimbursements which are owed to you as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's ’s liability for such amounts to pay your compensation and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by the respective Partnership’s Offering Termination Date, then nothing will shall be payable to you for the respective Partnership and all funds advanced by purchasers will subscribers for Units in the respective Partnership shall be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .52.5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses per Unit. Selling Agent Agreement Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a 7% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of your bona fide due diligence expenses per Unit. With respect to the up to .5% reimbursement of your bona fide due diligence expenses, any bill presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be for actual costs and may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any bill for due diligence submitted by you must be based on your actual expenses incurred in conducting due diligence. If the Dealer-Manager receives a non-itemized bill for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the bill submitted by you. If such a due diligence bill cannot be justified, any excess over actual due diligence expenses that is paid is considered by the NASD to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under NASD Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized bill in excess of .5% then the excess over .5% will not be included within the 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of NASD Conduct Rule 2810. (iii) In addition, the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements of up to .5% per Unit with you or your registered representatives. The permissible non-cash compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in NASD Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in NASD Conduct Rule 2810; Selling Agent Agreement (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. [Also, the Dealer-Manager may pay a marketing fee of up to ________ if you meet certain sales thresholds and provide marketing support as set forth in Appendix II, but in no event shall you receive non-cash compensation and the marketing fee if it represents more than .5% per unit.] (iv) Your sales commissions which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your sales commissions and the reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the related amounts owed to it under the Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive within 14 fourteen business days after the respective Partnership’s Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions compensation and reimbursements which are owed to you as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's ’s liability for such amounts to pay your compensation and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by the respective Partnership’s Offering Termination Date, then nothing will shall be payable to you for the respective Partnership and all funds advanced by purchasers will subscribers for Units in the respective Partnership shall be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the following: (i) the Managing General Partner, its officers, directors and Affiliates, affiliates; (ii) registered investment advisors and their clients; Anthem Securities, selling agents Inc. 5 Selling Agent Agreement (iii) Selling Agents and their registered representatives and principals, and ; and (iv) investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement, Partner; the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of nonaccountable marketing expenses expense reimbursement, and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.07% cash commissionSales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expensesexpenses and, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference, a .5% nonaccountable marketing expense reimbursement per Unit on Units sold by you and accepted by the Managing General Partner. Your Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and the .5% nonaccountable marketing expense reimbursement, shall be paid to you within seven business days after the Dealer-Manager has received the commissions Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and reimbursements the .5% nonaccountable marketing expense reimbursement on the subscriptions. The Dealer-Manager is entitled to receive its commissions Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and reimbursements the .5% nonaccountable marketing expense reimbursement within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the Offering Termination Date, which is the earlier of: (i) receipt of the maximum subscriptions of $40,000,000; or (ii) December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, 2002; as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will shall be paid to the Dealer-Manager within 14 fourteen business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions Commissions, the .5% nonaccountable marketing expense reimbursement, and reimbursements the .5% reimbursement of your bona fide accountable due diligence expenses as set forth above in (a) above, until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts to pay your compensation under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement.. Anthem Securities, Inc. 6 Selling Agent Agreement (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 by December 31, 20012002. If this amount is not securedsecured by this date, then nothing will shall be payable to you and all funds advanced by purchasers will subscribers for Units shall be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions for sales to the Managing General Partner, its officers, directors and Affiliates, registered investment advisors and their clients, selling agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Dealer Manager Agreement, and the Dealer-discounts described in the “Plan of Distribution” section of the Prospectus for sales to certain classes of investors, the Dealer Manager is entitled to receive from the each Partnership a 7.0% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .53.0% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer Manager Fee, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Dealer Manager or the selling group formed by the Dealer-Dealer Manager and accepted by the Managing General PartnerPartnership in which the Units are then being offered. Additionally, the Dealer Manager is entitled to receive from each Partnership reimbursement of its and your bona fide due diligence expenses in connection with the Partnership, provided that any bill presented to the Dealer Manager by you for reimbursement of costs associated with your due diligence activities in connection with the Program must be in writing in a detailed and itemized invoice. Subject to the foregoing and terms and conditions set forth in this Agreement, including the Dealer-discounts described in the “Plan of Distribution” section of the Prospectus for sales to certain classes of investors and the Dealer Manager's ’s receipt from you of the documentation required of you in Section 1 of this Agreementinvestor’s Subscription Agreement and other subscription documents, the Dealer-Dealer Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Partnership in which the Units are then being offered: (i) A 7.0% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; (ii) reimbursement of your reasonable accountable bona fide due diligence expenses actually incurred in connection with the Partnership in which the Units are then being offered, provided that any bill presented by you to the Dealer Manager for reimbursement of costs associated with your due diligence activities must be detailed and itemized and your incurrence of such expenses was previously approved in writing by the Dealer Manager or the Partnership in which the Units are then being offered; (iii) a nonaccountable marketing fee of 1.0% per Unit in partial consideration for your marketing support, which may be reduced, in the Dealer Manager’s discretion, in an amount equal to the Dealer Manager’s or the Partnership’s costs to participate in your national or regional sales conferences as described in the “Plan of Distribution” section of the Prospectus, and further subject to the performance by you of your obligations under Appendix I to this Agreement; and (iv) the Dealer Manager or the Partnerships may make certain non-cash compensation arrangements with you or your registered representatives. The permissible non-cash compensation will be paid for: (A) training and education meetings; (B) gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target; (C) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (D) contributions by the Dealer Manager or the Partnerships to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer Manager and Managing General PartnerPartner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in FINRA Rule 2310. For example, if a Partnership or the Dealer Manager pays or reimburses you in connection with meetings held by the Partnerships or Dealer Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in FINRA Rule 2310; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Partnerships or Dealer Manager must not be conditioned by the Partnerships or Dealer Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. (b) Your Sales Commissions and other fees and reimbursements that are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Dealer Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Dealer Manager Agreement, which the Dealer Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d) of the Dealer-Dealer Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Dealer Manager Agreement, if earlier. The balance will of your Sales Commissions and other fees and reimbursements which are owed to you as set forth above shall be paid to the Dealer-Manager you within 14 seven business days after the Dealer Manager has received the related amounts owed to it under the Dealer Manager Agreement, which the Dealer Manager is entitled to receive within fourteen business days after the respective Partnership’s Offering Termination Date. (bc) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions and other fees and reimbursements which are owed to you as set forth above in (a) until the Dealer-Dealer Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Dealer Manager Agreement, and the Dealer-Dealer Manager's ’s liability for such amounts to pay your Sales Commissions and other fees and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Dealer Manager Agreement. (cd) As provided in Section 4(d4(c) of the Dealer-Dealer Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by a Partnership’s respective Offering Termination Date, then nothing will shall be payable to you by the Dealer Manager under this Agreement and all funds advanced by purchasers will subscribers for Units in that Partnership shall be returned to them by the Escrow Agent with interest earnedand income earned thereon while held in the Escrow Account, if any, and without deduction for any fees or expenses.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .52.5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 of this Anthem Securities, Inc. Selling Agent Agreement Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a 7% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of your bona fide due diligence expenses per Unit. With respect to the up to .5% reimbursement of your bona fide due diligence expenses, any bill presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be for actual costs and may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any bill for due diligence submitted by you must be based on your actual expenses incurred in conducting due diligence. If the Dealer-Manager receives a non-itemized bill for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the bill submitted by you. If such a due diligence bill cannot be justified, any excess over actual due diligence expenses that is paid is considered by the NASD to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under NASD Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized bill in excess of .5% then the excess over .5% will not be included within the 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of NASD Conduct Rule 2810. (iii) In addition, the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements of up to .5% per Unit with you or your registered representatives. The permissible non-cash compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in NASD Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in NASD Conduct Rule 2810; Anthem Securities, Inc. Selling Agent Agreement (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. [Also, the Dealer-Manager may pay a marketing fee of up to if you meet certain sales thresholds and provide marketing support as set forth in Appendix II, but in no event shall you receive non-cash compensation and the marketing fee if it represents more than .5% per unit.] (iv) Your sales commissions which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your sales commissions and the reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the related amounts owed to it under the Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive within 14 fourteen business days after the respective Partnership’s Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions compensation and reimbursements which are owed to you as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's ’s liability for such amounts to pay your compensation and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by the respective Partnership’s Offering Termination Date, then nothing will shall be payable to you for the respective Partnership and all funds advanced by purchasers will subscribers for Units in the respective Partnership shall be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .52.5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Anthem Securities, Inc. Selling Agent Agreement Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a 7% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of your bona fide due diligence expenses per Unit. With respect to the up to .5% reimbursement of your bona fide due diligence expenses, any bill presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be for actual costs and may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any bill for due diligence submitted by you must be based on your actual expenses incurred in conducting due diligence. If the Dealer-Manager receives a non-itemized bill for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the bill submitted by you. If such a due diligence bill cannot be justified, any excess over actual due diligence expenses that is paid is considered by FINRA to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under FINRA Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized bill in excess of .5% then the excess over .5% will not be included within the 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of FINRA Conduct Rule 2810. (iii) In addition, the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements of up to .5% per Unit with you or your registered representatives. The permissible non-cash compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in FINRA Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: Anthem Securities, Inc. Selling Agent Agreement (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in FINRA Conduct Rule 2810; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. [Also, the Dealer-Manager may pay a marketing fee of up to ________ if you provide marketing support as set forth in Appendix I, but in no event shall you receive non-cash compensation and the marketing fee if it represents more than .5% of the units sold.] (iv) Your sales commissions which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your sales commissions and the reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the related amounts owed to it under the Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive within 14 fourteen business days after the respective Partnership’s Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions compensation and reimbursements which are owed to you as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's ’s liability for such amounts to pay your compensation and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by the respective Partnership’s Offering Termination Date, then nothing will shall be payable to you for the respective Partnership and all funds advanced by purchasers will subscribers for Units in the respective Partnership shall be returned to them with interest earned, if any.. Anthem Securities, Inc. Selling Agent Agreement

Commissions. (a) Subject In consideration of the services to be provided by the Representative to the receipt Company hereunder, the Company agrees to pay to the Representative a commission for all Integrated Sponsorships sold and collected in the Territory. The commissions that shall become due hereunder shall be a percentage of the minimum subscription proceeds aggregate collected monthly sales revenues of $1,000,000 as described Integrated Sponsorships sold in the Territory, net of any agreed chargebacks, returns, cash discounts or promotional rebates, and shall be computed in the manner set forth on Schedule IV hereto. The Representative shall be entitled to a commission with respect to revenues from an Integrated Sponsorship sold in the Territory only when no third party has any direct recourse against the Company with respect to such revenues. The Company hereby acknowledges that the Representative has sold Integrated Sponsorships in the Territory prior to the date of this Agreement and that the Representative shall be entitled to a commission (in accordance with the terms of this Agreement) with respect to each such Integrated Sponsorship sold. (b) The Representative shall be entitled to commissions computed in accordance with Section 4(d3(a) with respect to each Integrated Sponsorship sold in the Territory prior to the date of termination. These commissions shall continue for the earlier to occur of the Dealer-Manager Agreementend of six months after the date of the termination of this Agreement or the end of the agreement regarding such Integrated Sponsorship. After that period of time, the Representative shall no longer be entitled to any commissions with respect to the related Integrated Sponsorship sold in the Territory prior to the date of termination. (c) Not later than ten (10) days after the date of the termination of this Agreement in accordance with Section 4 or Section 5 hereof, the Representative may deliver to the Company a final and complete written list of prospects with respect to which the Representative considers that its work warrants the Representative's receiving a commission. The list shall contain the Representative's activities in connection with such prospects, and the exceptions for sales names and titles of contacted customer personnel. If such a list is not timely delivered by the Representative to the Managing General PartnerCompany, its officersno commissions or other monies on Integrated Sponsorships sold in the Territory after termination of this Agreement shall be paid to the Representative. Within ten (10) days after receipt of such a list, directors and Affiliates, registered investment advisors and their clients, selling agents and their registered representatives and principals, and investors who buy Units through the officers or directors Company agrees to send to the Representative a written confirmation of all of the Managing General Partner as set forth prospects, if any, listed by the Representative with respect to which, in Section 4(c) the Company's reasonable opinion and judgment, the work done by the Representative prior to the termination of this Agreement warrants the Dealer-Manager payment of a commission to the Representative. If, within 90 days after the date of termination of this Agreement, the Dealer-Manager an order for an Integrated Sponsorship is entitled to receive from the Partnership a 7.0% Sales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager received and accepted by the Managing General Partner. Subject Company or any of its employees, representatives or agents from any of the prospects confirmed by the Company, the Company shall pay to the terms Representative, for six months thereafter, the full amount of the commissions that would have been payable to the Representative with respect to such Integrated Sponsorship if the order had been received and conditions set forth in accepted prior to the termination of this Agreement. After such six-month period, including the Dealer-Manager's receipt Representative shall no longer be entitled to any commissions with respect to the related Integrated Sponsorship. (d) The Representative shall establish a separate bank account (the "Account") for purposes of collecting amounts owed by advertisers who purchased an Integrated Sponsorship in the Territory with respect to which the Representative is entitled to a commission hereunder. The Representative shall cause to be deposited or credited to the Account all amounts received from you or paid by such advertisers. Within seven days after the end of each month during the documentation required of you in Section 1 term of this Agreement, the Dealer-Manager agrees Representative shall determine the amount of its commission for the revenues deposited into the Account through the end of such month with respect to pay you which a 7.0% cash commissioncommission has not previously been paid. Thereafter, a .5% reimbursement the Representative shall be permitted to withdraw from the Account the amount of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner, within seven business days after the Dealer-Manager has received the commissions and reimbursements on the subscriptions. The Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d) of the Dealer-Manager Agreement are satisfied, and approximately every two weeks thereafter until the Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will be paid to the Dealer-Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions and reimbursements as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to the Dealer-Manager Agreementcommission so determined, and the Dealer-Manager's liability for such amounts under this Agreement is limited solely Representative shall be obligated to remit to the proceeds Company the net amount left in the Account. The Representative agrees to provide to the Company copies of all bank statements respecting the related amounts owed Account promptly after the receipt thereof by the Representative. The Representative agrees to provide to the Company copies of all deposit slips and payments by advertisers and other items possessed by the Representative respecting the Account. The Representative shall maintain the Account for so long as it under may be entitled to commissions pursuant to this Agreement. After such time and after the Dealer-Manager Agreement. (c) As provided in Section 4(d) Representative has withdrawn the amount of the Dealer-Manager all commissions to which it is entitled pursuant to this Agreement, the Partnership will not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31Representative shall be obligated to remit to the Company the amount left in the Account, 2001and the Account shall thereafter be finally closed. If After such event, the Representative shall be entitled to no further commissions with respect to this amount is not secured, nothing will be payable to you and all funds advanced by purchasers will be returned to them with interest earned, if anyAgreement.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the following: (i) the Managing General Partner, its officers, directors and Affiliatesaffiliates; Bryan Funding, Inc. Selling Agent Agreement (ii) registered investment advisors and their clients, selling agents ; (iii) Selling Agents and their registered representatives and principals, and ; and (iv) investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement, Partner; the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of accountable marketing expenses expense fee, and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you on Units sold by you and accepted by the Managing General Partner a 7.07% cash commissionSales Commission, up to a .5% reimbursement of your bona fide accountable due diligence expenses and, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference, up to a .5% reimbursement of your bona fide accountable marketing expenses expenses, which are presented to and a approved in advance by the Dealer-Manager, per Unit. Your Sales Commissions, the up to .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by and the up to .5% reimbursement of your bona fide accountable marketing expenses, shall be paid to you and accepted by the Managing General Partner, within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership's Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will shall be paid to the Dealer-Manager within 14 fourteen business days after the respective Partnership's Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions Commissions, the up to .5% reimbursement of your bona fide accountable marketing expenses, and reimbursements the up to .5% reimbursement of your bona fide accountable due diligence expenses as set forth above in (a) above, until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts to pay your compensation under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by the respective Partnership's Offering Termination Date, then nothing will shall be payable to you for the respective Partnership and all funds advanced by purchasers will subscribers for Units in the respective Partnership shall be returned to them with interest earned, if any.. Bryan Funding, Inc. Selling Agent Agreement

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the following: (i) the Managing General Partner, its officers, directors and Affiliates, affiliates; (ii) registered investment advisors and their clients; Anthem Securities, selling agents Inc. Selling Agent Agreement (iii) Selling Agents and their registered representatives and principals, and ; and (iv) investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement, Partner; the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of accountable marketing expenses expense fee, and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you on Units sold by you and accepted by the Managing General Partner a 7.07% cash commissionSales Commission, up to a .5% reimbursement of your bona fide accountable due diligence expenses and, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference, up to a .5% reimbursement of your bona fide accountable marketing expenses expenses, which are presented to and a approved in advance by the Dealer-Manager, per Unit. Your Sales Commissions, the up to .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by and the up to .5% reimbursement of your bona fide accountable marketing expenses, shall be paid to you and accepted by the Managing General Partner, within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership's Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will shall be paid to the Dealer-Manager within 14 fourteen business days after the respective Partnership's Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions Commissions, the up to .5% reimbursement of your bona fide accountable marketing expenses, and reimbursements the up to .5% reimbursement of your bona fide accountable due diligence expenses as set forth above in (a) above, until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts to pay your compensation under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by the respective Partnership's Offering Termination Date, then nothing will shall be payable to you for the respective Partnership and all funds advanced by purchasers will subscribers for Units in the respective Partnership shall be returned to them with interest earned, if any.. Anthem Securities, Inc. Selling Agent Agreement

Commissions. (a) Subject Each Company will pay to the receipt you by check on its Closing Date a sales commission in an amount equal to 9.5% of the minimum subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions for sales to the Managing General Partner, its officers, directors and Affiliates, registered investment advisors and their clients, selling agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement, the Dealer-Manager is entitled to receive from the Partnership a 7.0% Sales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and for Interests accepted by the Managing General Partner. Subject to the terms Manager in each such Company and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted (other than Interests purchased by the Managing General PartnerManager, within seven business days after its affiliates, their respective employees, or spouses or children of their employees under the Dealer-Manager has received age of 21), provided that the commissions and reimbursements on Manager, in its sole discretion, accepts the subscriptions. The Dealer-Manager is entitled minimum amount of subscriptions that are required to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d) fund each of the Dealer-Manager Agreement are satisfied, and approximately every two weeks thereafter until the Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will be paid Companies pursuant to the Dealer-Manager within 14 business days after the Offering Termination DateSubsection 2(e) hereof. (b) Notwithstanding anything in this Agreement to All proceeds received from the contrary, you agree to waive payment of your Sales Commissions and reimbursements as set forth above in (a) until the Dealer-Manager is in receipt sale of the related amounts owed to it Interests will be deposited and held in the Escrow Account. All payments of, from or on account of proceeds received from subscribers shall be made only pursuant to the Dealer-Escrow Deposit Agreement. If the minimum of 1,000 Interests ($1,000,000) is not subscribed before the end of the offering period described in the Prospectus, all proceeds from the sale of Interests in a Company shall be promptly returned, or caused to be returned, by the Manager Agreement, and the Dealer-Manager's liability for such amounts under this Agreement is limited solely to the subscribers for the Interests, together with the interest actually earned (except for amounts required to be withheld under federal income tax provisions governing backup withholding) on subscription proceeds deposited in escrow at least 15 business days prior to the closing of the related amounts owed subscription period, such interest accruing from the date such proceeds clear to it under the Dealer-Manager Agreementdate of the return of such funds. (c) As provided Each Company will pay to you as invoiced on or after its Closing Date an accountable due diligence expense reimbursement in Section 4(d) an amount up to 0.5% of the Dealer-aggregate amount of all subscriptions for Interests accepted by the Manager in each such Company and sold by you (other than Interests purchased by the Manager, its affiliates, their respective employees, or spouses or children under the age of 21 of the employees), provided that the Manager, in its sole discretion, accepts the minimum amount of subscriptions that are required to fund each of the Companies pursuant to Subsection 2(e) hereof, and subject to reduction as necessary to keep all due diligence expenses paid by each Company at or below 0.5% of the aggregate amount of all subscriptions for Interests accepted by the Manager in the Company. (d) Whether or not any of the Companies are activated or any commissions are paid pursuant to this Agreement, the Partnership will Companies and the Manager will, as described in the Prospectus and the Company Operating Agreement, pay the following expenses: (i) All of the Manager's costs and expenses as well as any incurred by the Companies, including, but not begin operations unless it receives subscription proceeds limited to, accountants' fees and attorneys' fees relating to the offering. (ii) All expenses and fees in connection with the preparation, printing, filing, delivery and shipping of at least $1,000,000 the Registration Statement and all amendments or supplements thereto, the Prospectuses and all "blue sky" materials, including a "Blue Sky Memorandum" and any supplements thereto. (iii) All filing fees, attorneys' fees and expenses incurred in connection with the qualification of the Interests for offering and sale under the "blue sky" and other securities laws of the jurisdictions designated by December 31you. (iv) All fees and expenses incurred in connection with review of the Registration Statement by the NASD. (v) All expenses relating to the preparation, 2001. If this amount is not securedprinting, nothing filing, delivery and shipment of the Sales Material prepared by the Manager, the Companies or you as approved by the Manager, except expenses of any "Tombstone" advertisements, which expenses will be payable to you borne by you. (vi) All charges, expenses and all funds advanced by purchasers will be returned to them with fees of the Escrow Agent in excess of interest earned, if anyearned on the amounts in escrow.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .52.5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a 7% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of your bona fide due diligence expenses per Unit. With respect to the up to .5% reimbursement of your bona fide due diligence expenses, any bill presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be for actual costs and may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any bill for due diligence submitted by you must be based on your actual expenses incurred in conducting due diligence. If the Dealer-Manager receives a non-itemized bill for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the bill submitted by you. If such a due diligence bill cannot be justified, any excess over actual due diligence expenses that is paid is considered by FINRA to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under NASD Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized bill in excess of .5% then the excess over .5% will not be included within the 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of NASD Conduct Rule 2810. (iii) In addition, the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements of up to .5% per Unit with you or your registered representatives. The permissible non-cash compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in NASD Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in NASD Conduct Rule 2810; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. [Also, the Dealer-Manager may pay a marketing fee of up to ________ if you provide marketing support as set forth in Appendix I, but in no event shall you receive non-cash compensation and the marketing fee if it represents more than .5% per unit.] (iv) Your sales commissions which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your sales commissions and the reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the related amounts owed to it under the Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive within 14 fourteen business days after the respective Partnership’s Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions compensation and reimbursements which are owed to you as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's ’s liability for such amounts to pay your compensation and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by the respective Partnership’s Offering Termination Date, then nothing will shall be payable to you for the respective Partnership and all funds advanced by purchasers will subscribers for Units in the respective Partnership shall be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the following: (i) the Managing General Partner, its officers, directors and Affiliates, affiliates; (ii) registered investment advisors and their clients, selling agents ; (iii) Selling Agents and their registered representatives and principals, and ; and (iv) investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner; Bryan Funding, Inc. 5 Selling Agent Agreement the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of nonaccountable marketing expenses expense reimbursement, and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.07% cash commissionSales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expensesexpenses and, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference, a .5% nonaccountable marketing expense reimbursement per Unit on Units sold by you and accepted by the Managing General Partner. Your Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and the .5% nonaccountable marketing expense reimbursement, shall be paid to you within seven business days after the Dealer-Manager has received the commissions Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and reimbursements the .5% nonaccountable marketing expense reimbursement on the subscriptions. The Dealer-Manager is entitled to receive its commissions Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and reimbursements the .5% nonaccountable marketing expense reimbursement within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the Offering Termination Date, which is the earlier of: (i) receipt of the maximum subscriptions of $40,000,000; or (ii) December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, 2002; as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will shall be paid to the Dealer-Manager within 14 fourteen business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions Commissions, the .5% nonaccountable marketing expense reimbursement, and reimbursements the .5% reimbursement of your bona fide accountable due diligence expenses as set forth above in (a) above, until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts to pay your compensation under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 by December 31, 20012002. If this amount is not securedsecured by this date, then nothing will shall be payable to you and all funds advanced by purchasers will subscribers for Units shall be returned to them with interest earned, if any.. Bryan Funding, Inc. 6 Selling Agent Agreement

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitReimbursement for Permissible Non-Cash Compensation, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Dealer- Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. The Permissible Non-Cash Compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment xxxxh is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer- Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non- cash compensation arrangement. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you on Units sold by you and accepted by the Managing General Partner: (i) a 7.07% cash commissionSales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of marketing your bona fide accountable due diligence expenses and a per Unit. With respect to the up to .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold any bill presented by you and accepted by the Managing General Partner, within seven business days after the Dealer-Manager has received the commissions and reimbursements on the subscriptions. The Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d) of the Dealer-Manager Agreement are satisfied, and approximately every two weeks thereafter until the Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will be paid to the Dealer-Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment for reimbuxxxxent of costs associated with your Sales Commissions due diligence activities must be for actual costs and reimbursements as set forth above in (a) until may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any bill for due diligence submitted by you must be based xx xour actual expenses incurred in receipt of the related amounts owed to it pursuant to conducting due diligence. If the Dealer-Manager Agreementreceives a non-itemized bill for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the bill submitted by you. If such a due diligence bill caxxxx be justified, any excess over actual due dxxxxence expenses that is paid is considered by the NASD to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under NASD Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized bill in excess of .5% then the Dealer-Manager's liability for such amounts under this Agreement is limited solely to excess over .5% will nox xx included within the proceeds 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of the related amounts owed to it under NASD Conduct Rule 2810. (iii) In addition, the Dealer-Manager Agreement. (c) As provided in Section 4(d) or Managing General Partner may make certain non-cash compensation arrangements of the Dealer-Manager Agreementup to .5% per Unit with you or your registered representatives, the Partnership will not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31, 2001. If this amount is not secured, nothing which will be payable to you and all funds advanced by purchasers will be returned to them with interest earned, if any.included in the accountable Reimbursement for Permissible Non-

Commissions. 2.1. In consideration of Agent’s services in marketing the Health Plans, THC or TOTAL USA, as the case may be, will pay Agent a Commission on a monthly basis (a) Subject to the receipt of the minimum subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions for sales to the Managing General Partner, its officers, directors and Affiliates, registered investment advisors and their clients, selling agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement, the Dealer-Manager is entitled to receive from the Partnership a 7.0% Sales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner“Commissions”). Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner, within seven business The Commissions shall be payable no later than 30 days after the Dealer-Manager has received end of the commissions and reimbursements on calendar month for which the subscriptionsCommissions are paid. The Dealer-Manager Commissions shall be payable only so long as this Agreement is entitled in effect and Agent is designated by the Customer as the Agent of Record to receive its the Commissions. COMMISSION CHECKS PAYABLE TO: (check one) ❑ Agent Name: SS #: ❑ Agency Name: EIN #: Are you appointed with Priority Health? IF YES: Are you aligned/affiliated under a General Agency (GA) for Priority Health for individual sales? IF YES: Name of GA: Address of GA: Date of GA affiliation: Please note that THC does not contract directly with General Agencies (GA). However, sales made by THC agents that are aligned under GAs with Priority Health will be honored under the respective Priority Health GA Agreement. ❑ Collateral Assignment – commissions and reimbursements within five business days after will continue to be paid to agent upon termination of agency relationship ❑ Absolute Assignment – commissions will continue to be paid to the conditions described in Section 4(d) agency upon termination of the Dealer-Manager Agreement are satisfiedagent/agency relationship ❑ I acknowledge that if I terminate my relationship with an agency, and approximately every two weeks thereafter until the Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance all future commissions will be paid to the Dealer-Manager within 14 business days after agency or as the Offering Termination Dateagency directs. For Agents selling Total Health Care’s Commercial Plans to Groups and/or Individuals, if Commissions are paid to an agency and Agent is no longer affiliated with that agency, all future Commissions will be paid to the agency or as the agency directs. If Agent and the agency disagree as to whom Commissions shall be paid, the Companies will pay the agency until or unless the Companies receive other instructions in the form of communication from the agency or in the form of a court order. (b) Notwithstanding anything in 2.2. The Companies will establish a schedule of Commissions for the various Health Plans, a copy of which is attached to this Agreement as Exhibit A (the “Commission Schedule”). The Companies may modify the Commission Schedule from time to time upon thirty (30) days advance written notice. Any revised Commission Schedule shall be deemed to replace the Schedule attached as Exhibit A. 2.3. If any of the Companies pay Agent more than the amount due to Agent as Commissions, the Companies will offset such overpayment against Agent’s next Commissions payment. If the Companies are unable to offset such overpayment, the Companies will send a notice of overpayment along with an invoice to Agent who will pay the balance owed to the contraryCompanies within 30 days of receiving a notice of overpayment. Agent shall promptly notify the Companies if Agent becomes aware of an overpayment. Overpayments may arise several ways, you agree including, but not limited to, retroactive enrollment or disenrollment of members, termination of a group for failure to waive pay premium, or the Companies’ payment of your Sales Commissions an incorrect amount of Commissions. 2.4. Agent shall notify Companies of any payment Agent believes is owing by Companies. Agent’s notice to Companies must be in writing and reimbursements as set forth above in received within ninety (a90) until days from the Dealer-Manager is in receipt date of the related amounts owed Commission statement in question. Agent will forfeit any underpaid Commissions owing by Companies if Agent fails to it pursuant to the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts under this Agreement is limited solely to the proceeds timely notify Companies of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the Partnership will not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31, 2001a potential underpayment. If this amount is not secured, nothing Commissions adjustments will be payable given retroactive effect for up to you and all funds advanced by purchasers will be returned to them with interest earned, twelve (12) months if anyneeded.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the following: (i) the Managing General Partner, its officers, directors and Affiliates, affiliates; (ii) registered investment advisors and their clients, selling agents ; (iii) Selling Agents and their registered representatives and principals, and ; and (iv) investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner; 5 Anthem Securities, Inc. Selling Agent Agreement the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of nonaccountable marketing expenses expense reimbursement, and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.07% cash commissionSales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expensesexpenses and, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference, a .5% nonaccountable marketing expense reimbursement per Unit on Units sold by you and accepted by the Managing General Partner. Your Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and the .5% nonaccountable marketing expense reimbursement, shall be paid to you within seven business days after the Dealer-Manager has received the commissions Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and reimbursements the .5% nonaccountable marketing expense reimbursement on the subscriptions. The Dealer-Manager is entitled to receive its commissions Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and reimbursements the .5% nonaccountable marketing expense reimbursement within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the Offering Termination Date, which is the earlier of: (i) receipt of the maximum subscriptions of $40,000,000; or (ii) December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, 2002; as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will shall be paid to the Dealer-Manager within 14 fourteen business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions Commissions, the .5% nonaccountable marketing expense reimbursement, and reimbursements the .5% reimbursement of your bona fide accountable due diligence expenses as set forth above in (a) above, until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts to pay your compensation under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 by December 31, 20012002. If this amount is not securedsecured by this date, then nothing will shall be payable to you and all funds advanced by purchasers will subscribers for Units shall be returned to them with interest earned, if any.. 6 Anthem Securities, Inc. Selling Agent Agreement

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitReimbursement for Permissible Non-Cash Compensation, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Dealer- Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. The Permissible Non-Cash Compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety 6 Anthem Securities, Inc. Selling Agent Agreement and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you on Units sold by you and accepted by the Managing General Partner: (i) a 7.07% cash commissionSales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of marketing your bona fide accountable due diligence expenses and a per Unit. With respect to the up to .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold any xxxx presented by you and accepted by the Managing General Partner, within seven business days after the Dealer-Manager has received the commissions and reimbursements on the subscriptions. The Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d) of the Dealer-Manager Agreement are satisfied, and approximately every two weeks thereafter until the Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will be paid to the Dealer-Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment for reimbursement of costs associated with your Sales Commissions due diligence activities must be for actual costs and reimbursements as set forth above in (a) until may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any xxxx for due diligence submitted by you must be based on your actual expenses incurred in receipt of the related amounts owed to it pursuant to conducting due diligence. If the Dealer-Manager Agreementreceives a non-itemized xxxx for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the xxxx submitted by you. If such a due diligence xxxx cannot be justified, any excess over actual due diligence expenses that is paid is considered by the NASD to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under NASD Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized xxxx in excess of .5% then the Dealer-Manager's liability for such amounts under this Agreement is limited solely to excess over .5% will not be included within the proceeds 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of the related amounts owed to it under NASD Conduct Rule 2810. (iii) In addition, the Dealer-Manager Agreement. (c) As provided in Section 4(d) or Managing General Partner may make certain non-cash compensation arrangements of the Dealer-Manager Agreementup to .5% per Unit with you or your registered representatives, the Partnership will not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31, 2001. If this amount is not secured, nothing which will be payable to you and all funds advanced by purchasers will be returned to them with interest earned, if any.included in the accountable Reimbursement for Permissible Non-

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .52.5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Anthem Securities, Inc. Selling Agent Agreement Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a 7% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and (ii) up to a .5% reimbursement of your bona fide due diligence expenses per Unit. With respect to the up to .5% reimbursement of your bona fide due diligence expenses, any bill presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be for actual costs and may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any bill for due diligence submitted by you must be based on your actual expenses incurred in conducting due diligence. If the Dealer-Manager receives a non-itemized bill for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the bill submitted by you. If such a due diligence bill cannot be justified, any excess over actual due diligence expenses that is paid is considered by FINRA to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under FINRA Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized bill in excess of .5% then the excess over .5% will not be included within the 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of FINRA Conduct Rule 2810. (iii) In addition, the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements of up to .5% per Unit with you or your registered representatives. The permissible non-cash compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in FINRA Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: Anthem Securities, Inc. Selling Agent Agreement (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in FINRA Conduct Rule 2810; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. [Also, the Dealer-Manager may pay a marketing fee of up to ________ if you provide marketing support as set forth in Appendix I, but in no event shall you receive non-cash compensation and the marketing fee if it represents more than .5% per unit.] (iv) Your sales commissions which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your sales commissions and the reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the related amounts owed to it under the Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive within 14 fourteen business days after the respective Partnership’s Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions compensation and reimbursements which are owed to you as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's ’s liability for such amounts to pay your compensation and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by the respective Partnership’s Offering Termination Date, then nothing will shall be payable to you for the respective Partnership and all funds advanced by purchasers will subscribers for Units in the respective Partnership shall be returned to them with interest earned, if any.. Anthem Securities, Inc. Selling Agent Agreement

Commissions. (a) Subject to the receipt of the minimum subscription proceeds required Partnership Subscription of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions for sales to the Managing General Partner, its officers, directors and Affiliates, registered investment advisors and their clients, selling agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement1,000,000, the Dealer-Manager is entitled to receive from the Partnership a 7.0% Sales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Subject to the terms and conditions herein set forth in this Agreementforth, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units of subscriptions sold by you and accepted by the Managing General Partner, within seven business days after the Dealer-Manager has received the commissions and reimbursements on the such subscriptions. The Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after at least the conditions described in Section 4(dminimum Partnership Subscription ($1,000,000) of has been received and accepted by the Dealer-Manager Agreement are satisfiedManaging General Partner and the subscription proceeds have been released to the Managing General Partner from the escrow account, and approximately every two weeks thereafter until the Offering Termination Date, which is December 31, 20011999, or when the maximum subscription proceeds Partnership Subscription of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, 18,000,000 is received if earlier. The balance will be paid to the Dealer-Dealer- Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement herein to the contrary, you agree to waive payment of your Sales Commissions commissions and reimbursements as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts under this Agreement hereunder is limited solely to the proceeds of the related amounts owed to it under pursuant to the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the The Partnership will not begin commence operations unless it receives subscription proceeds of subscriptions for at least $1,000,000 have been secured by December 31, 20011999. If this amount is not secured, nothing will be payable to you and all funds advanced by purchasers will be returned to them with interest earned, if any. (d) Notwithstanding the foregoing, Registered Investment Advisors and their clients may subscribe to Units without paying the Sales Commissions and reimbursement of marketing expenses and bona fide accountable due diligence expenses, and their Agreed Subscriptions will be subject only to the 2.5% Dealer-Manager fee. Also, the Managing General Partner, its officers and directors and Affiliates, and the Selling Agents may subscribe to Units without paying the Dealer-Manager fee, Sales Commissions and the reimbursement of marketing expenses and the Selling Agents' bona fide accountable due diligence expenses.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the Managing General Partner, its officers, directors and Affiliatesaffiliates, registered investment advisors and their clients, selling agents Selling Agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .52.5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the a Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses per Unit. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) a 7% Sales Commission, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; and Anthem Securities, Inc. Selling Agent Agreement (ii) up to a .5% reimbursement of your bona fide due diligence expenses per Unit. With respect to the up to .5% reimbursement of your bona fide due diligence expenses, any bill presented by you to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be for actual costs and may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any bill for due diligence submitted by you must be based on your actual expenses incurred in conducting due diligence. If the Dealer-Manager receives a non-itemized bill for due diligence that it has reason to question, then it has the obligation to ensure your compliance by requesting an itemized statement to support the bill submitted by you. If such a due diligence bill cannot be justified, any excess over actual due diligence expenses that is paid is considered by the NASD to be undisclosed underwriting compensation and is required to be included within the 10% compensation guideline under NASD Conduct Rule 2810, and reflected on your books and records. Notwithstanding, if you provide an itemized bill in excess of .5% then the excess over .5% will not be included within the 10% compensation guideline, but instead the 4.5% organization and offering cost guideline of NASD Conduct Rule 2810. (iii) In addition, the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements of up to .5% per Unit with you or your registered representatives. The permissible non-cash compensation will be paid for training and education meetings, gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target and contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer-Manager is responsible for ensuring that all non-cash compensation arrangements comply with the restrictions on non-cash compensation in connection with direct participation programs as set forth in NASD Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager pays or reimburses you in connection with meetings held by the Managing General Partner or Dealer-Manager for the purpose of training or education of your registered representatives, then the following conditions must be met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in NASD Conduct Rule 2810; Anthem Securities, Inc. Selling Agent Agreement (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager must not be conditioned by the Managing General Partner or Dealer-Manager on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. [Also, the Dealer-Manager may pay a marketing fee of up to ________ if you provide marketing support as set forth in Appendix I, but in no event shall you receive non-cash compensation and the marketing fee if it represents more than .5% per unit.] (iv) Your sales commissions which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the commissions and reimbursements on related amounts owed to it under the subscriptions. The Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the respective Partnership’s Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will of your sales commissions and the reimbursements which are owed to you as set forth above shall be paid to you within seven business days after the Dealer-Manager has received the related amounts owed to it under the Dealer-Manager Agreement, which the Dealer-Manager is entitled to receive within 14 fourteen business days after the respective Partnership’s Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions compensation and reimbursements which are owed to you as set forth above in (a) until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's ’s liability for such amounts to pay your compensation and reimbursements under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the a Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 2,000,000 by December 31, 2001its respective Offering Termination Date. If this amount is not securedsecured by the respective Partnership’s Offering Termination Date, then nothing will shall be payable to you for the respective Partnership and all funds advanced by purchasers will subscribers for Units in the respective Partnership shall be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 2,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions for sales to the Managing General Partner, its officers, directors and Affiliates, registered investment advisors and their clients, selling agents and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement, and the discounts described in the “Plan of Distribution” section of the Prospectus for sales to certain classes of investors, the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.0% Sales Commission, a .5% reimbursement of marketing expenses Commission and a .53% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per UnitDealer-Manager Fee, based on the aggregate amount of all Unit subscriptions to the Partnership Partnerships secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Additionally, the Dealer-Manager is entitled to receive from the Managing General Partner reimbursement of the Selling Dealers’ bona fide due diligence expenses in connection with the Partnership, provided that any bill presented to the Dealer-Manager by you for reimbursement of costs associated with your due diligence activities in connection with the Program must be detailed and itemized. Subject to the foregoing and terms and conditions set forth in this Agreement, including the Dealer-Manager's ’s receipt from you of the documentation required of you in Section 1 1(k)(iii) of this Agreement, the Dealer-Manager agrees to pay you a 7.0% cash commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold by you and accepted by the Managing General Partner: (i) A 7% Sales Commission, within seven business days after subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference; (ii) reimbursement of your reasonable accountable bona fide due diligence expenses actually incurred in connection with the Partnership, provided that any bill presented by you to the Dealer-Manager has received for reimbursement of costs associated with your due diligence activities must be detailed and itemized and your incurrence of such expenses was previously approved in writing by the commissions Dealer-Manager or the Managing General Partner; (iii) a nonaccountable marketing fee of 1.0% per Unit in partial consideration for your marketing support, which may be reduced, in the Dealer-Manager’s discretion, in an amount equal to the Dealer-Manager’s or the Managing General Partner’s costs to participate in your national or regional sales conferences, subject to the performance by you of your obligations under as Appendix I to this Agreement; and (iv) the Dealer-Manager or Managing General Partner may make certain non-cash compensation arrangements with you or your registered representatives. The permissible non-cash compensation will be paid for: (A) training and reimbursements education meetings; (B) gifts that do not exceed $100 per year and are not preconditioned on the subscriptionsachievement of a sales target; (C) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (D) contributions by the Dealer-Manager or Managing General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager and Managing General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. The Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after responsible for ensuring that all non-cash compensation arrangements comply with the conditions described restrictions on non-cash compensation in Section 4(d) of connection with direct participation programs as set forth in FINRA Conduct Rule 2810. For example, if the Managing General Partner or Dealer-Manager Agreement are satisfied, and approximately every two weeks thereafter until pays or reimburses you in connection with meetings held by the Offering Termination Date, which is December 31, 2001, Managing General Partner or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreementfor the purpose of training or education of your registered representatives, if earlier. The balance will then the following conditions must be paid met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location of the training and education meeting must be appropriate to the purpose of the meeting, as defined in FINRA Conduct Rule 2810; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the Managing General Partner or Dealer-Manager within 14 business days after must not be conditioned by the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions and reimbursements as set forth above in (a) until the Managing General Partner or Dealer-Manager is on the achievement of a sales target; and (E) the appropriate records must be maintained. Non-cash compensation means any form of compensation received in receipt connection with the sale of the related amounts owed to it pursuant to the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts under this Agreement is limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the Partnership will not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31, 2001. If this amount Units that is not securedcash compensation, nothing will be payable including but not limited to you merchandise, gifts and all funds advanced by purchasers will be returned to them with interest earnedprizes, if anytravel expenses, meals and lodging.

Commissions. (a) Subject to the receipt of the minimum required subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement, and the exceptions discounts set forth in Section 4(c) of the Dealer-Manager Agreement for sales to the following: (i) the Managing General Partner, its officers, directors and Affiliates, affiliates; (ii) registered investment advisors and their clients, selling agents ; (iii) Selling Agents and their registered representatives and principals, and ; and (iv) investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager AgreementPartner; Anthem Securities, Inc. 5 Selling Agent Agreement the Dealer-Manager is entitled to receive from the Partnership Managing General Partner a 7.07% Sales Commission, a .5% reimbursement of nonaccountable marketing expenses expense reimbursement, and a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses per Unit, based on the aggregate amount of all Unit subscriptions to the Partnership secured by the Dealer-Manager or the selling group formed by the Dealer-Manager and accepted by the Managing General Partner. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, the Dealer-Manager agrees to pay you a 7.07% cash commissionSales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expensesexpenses and, subject to the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference, a .5% nonaccountable marketing expense reimbursement per Unit on Units sold by you and accepted by the Managing General Partner. Your Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and the .5% nonaccountable marketing expense reimbursement, shall be paid to you within seven business days after the Dealer-Manager has received the commissions Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and reimbursements the .5% nonaccountable marketing expense reimbursement on the subscriptions. The Dealer-Manager is entitled to receive its commissions Sales Commissions, the .5% reimbursement of your bona fide accountable due diligence expenses, and reimbursements the .5% nonaccountable marketing expense reimbursement within five business days after the conditions described in Section 4(d4(e) of the Dealer-Manager Agreement are satisfied, satisfied and approximately every two weeks thereafter until the Offering Termination Date, which is the earlier of: (i) receipt of the maximum subscriptions of $40,000,000; or (ii) December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, 2002; as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will shall be paid to the Dealer-Manager within 14 fourteen business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions Commissions, the .5% nonaccountable marketing expense reimbursement, and reimbursements the .5% reimbursement of your bona fide accountable due diligence expenses as set forth above in (a) above, until the Dealer-Manager is in receipt of the related amounts owed to it pursuant to under the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts to pay your compensation under this Agreement is shall be limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, the Partnership will shall not begin operations unless it receives subscription proceeds of for at least $1,000,000 by December 31, 20012002. If this amount is not securedsecured by this date, then nothing will shall be payable to you and all funds advanced by purchasers will subscribers for Units shall be returned to them with interest earned, if any.. Anthem Securities, Inc. 6 Selling Agent Agreement

Commissions. (a) Subject to the receipt of the minimum subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement (the "Minimum Subscription Amount"), the restrictions with respect to sales to Pennsylvania residents described in the Dealer-Manager Agreement, and the exceptions for sales to LEAF Asset Management Inc., (the Managing general partner of the Partnership (the "General Partner, ") its officers, directors and AffiliatesAffiliates (as such term is defined in the Partnership Agreement), registered investment advisors and their clients, selling agents Selling Dealers and their registered representatives and principals, and investors who buy Units through the officers or directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement, the Dealer-Manager is entitled to receive the following from the Partnership Partnership: (i) a 7.0% commission (the "Sales Commission, a .5") of 7% reimbursement of marketing expenses and a .5% reimbursement of the purchase price of each subscription obtained by the Dealer-Manager or the Selling AgentsDealers and accepted and closed on by the Partnership, and (ii) an amount equal to the Selling Dealers' bona fide accountable due diligence expenses per Unit, based on Unit to a maximum of 1% of the aggregate amount purchase price of all Unit subscriptions to the Partnership secured each subscription obtained by the Dealer-Manager or the selling group formed Selling Dealers and accepted and closed on by the Dealer-Manager and accepted by Partnership (the Managing General Partner"Due Diligence Reimbursement"). Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this AgreementAgreement and to the exceptions and conditions set forth in the first paragraph of this Section 2(a), the Dealer-Manager agrees to (i) pay you a 7.0% cash commissionthe Sales Commission, a .5% reimbursement of marketing expenses and a .5% reimbursement of your bona fide accountable due diligence expenses(ii) the Due Diligence Reimbursement, per Unit on Units in each case with respect to those subscriptions sold by you and accepted and closed on by the Managing General PartnerPartnership, within seven business days after the Dealer-Manager has received the commissions Sales Commissions and reimbursements Due Diligence Reimbursement on the subscriptions. The Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after the conditions described in Section 4(d) of the Dealer-Manager Agreement are satisfied, and approximately every two weeks thereafter until the Offering Termination Date, which is December 31, 2001, or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreement, if earlier. The balance will be paid to the Dealer-Manager within 14 business days after the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions and reimbursements as set forth above in (a) Due Diligence Reimbursement until the Dealer-Manager is in receipt of receives the related amounts owed to it pursuant to the Dealer-Manager Agreement, and further agree that the Dealer-Manager's liability for such amounts under this Agreement is limited solely to the proceeds of the related amounts owed to and received by it under the Dealer-Manager Agreement. (c) As provided in Section 4(d) of the Dealer-Manager Agreement, If the Partnership will does not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31, 2001. If this amount is not securedreceive the Minimum Subscription Amount, nothing will be payable to you and all funds advanced by purchasers subscribers will be returned to them with interest earned, if any.

Commissions. (a) Subject to the receipt of the minimum subscription proceeds of $1,000,000 as described in Section 4(d) of the Dealer-Manager Agreement (the "Minimum Offering Amount"), the restrictions with respect to sales to Iowa and Pennsylvania residents described in the Dealer-Manager Agreement, and the exceptions for sales to to: (i) LEAF Financial Corporation, the Managing general partner of the Partnership (the "General Partner"), its officers, directors and "Affiliates" (as that term is defined in the Partnership Agreement); (ii) Selling Dealers and their registered representatives and principals; Anthem Securities, Inc. 5 Selling Dealer Agreement (iii) registered investment advisors and their clients, selling agents and their registered representatives and principals, and ; and (iv) investors who buy Units through the officers or and directors of the Managing General Partner as set forth in Section 4(c) of the Dealer-Manager Agreement, Partner; the Dealer-Manager is entitled to receive from the Partnership a 7.0% commission (the "Sales Commission, a .5") of 7% reimbursement of marketing expenses and a .5% reimbursement of the purchase price of each subscription obtained by you and accepted by the Partnership. In addition, and subject to the above conditions and qualifications, the General Partner has undertaken to pay (from its Organization and Offering Expense Allowance, as that term is defined in the Partnership Agreement) to the Dealer-Manager an amount equal to the Selling AgentsDealers' bona fide accountable due diligence expenses per Unit, based on Unit up to a maximum of .5% of the aggregate amount purchase price of all Unit subscriptions to the Partnership secured each subscription obtained by the Dealer-Manager or the selling group formed Selling Dealers and accepted by the Partnership. Also, the Dealer-Manager may reallow from its Dealer-Manager fee a portion of your "Permissible Non-Cash Compensation," which is composed of: training and education meetings; gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target; an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and contributions by the Dealer-Manager or the General Partner to a non-cash compensation arrangement between you and accepted by your associated persons, provided that the Managing Dealer-Manager or the General PartnerPartner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, and to the exceptions and conditions set forth in the preceding paragraph and the first paragraph of this Section 2(a), and the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference the Dealer-Manager agrees to pay you you: (i) a 7.07% cash commission, Sales Commission; and (ii) up to a .5% reimbursement of marketing your bona fide accountable due diligence expenses and a per Unit. With respect to the up to .5% reimbursement of your bona fide accountable due diligence expenses, per Unit on Units sold any xxxx presented by you and accepted by the Managing General Partner, within seven business days after to the Dealer-Manager for reimbursement of costs associated with your due diligence activities must be for actual costs and may not include a profit margin. Although the Dealer-Manager is not required to obtain an itemized expense statement before paying out due diligence expenses, any xxxx for due diligence submitted by you must be based on your actual expenses incurred in conducting due diligence. If the Dealer-Manager receives a non-itemized xxxx for due diligence that it has received reason to question, then it has the commissions obligation to ensure your compliance by requesting an itemized statement to support the xxxx submitted by you. If such a due diligence xxxx cannot be justified, any excess over actual due diligence expenses that is paid is considered by the NASD to be undisclosed underwriting compensation, and reimbursements is required to be included within its 10% compensation guideline and reflected on your books and records. Notwithstanding, if you provide an itemized xxxx in excess of .5%, then the subscriptionsexcess will not be included within the 10% compensation guideline, but instead will be included within the NASD's 4.5% guideline. (iii) In addition, the Dealer-Manager or the General Partner may make certain non-cash compensation arrangements with you or your registered representatives which will be included in the Permissible Non-Cash Compensation described in the second paragraph Anthem Securities, Inc. 6 Selling Dealer Agreement of this Section 2(a). The Dealer-Manager is entitled to receive its commissions and reimbursements within five business days after responsible for ensuring that all non-cash compensation arrangements comply with the conditions described restrictions on non-cash compensation in Section 4(d) of connection with direct participation programs as set forth in NASD Conduct Rule 2810. For example, if the General Partner or the Dealer-Manager Agreement are satisfied, and approximately every two weeks thereafter until pays or reimburses you in connection with meetings held by the Offering Termination Date, which is December 31, 2001, General Partner or when the maximum subscription proceeds of $25,000,000 are received, as described in Section 1 of the Dealer-Manager Agreementfor the purpose of training or educating your registered representatives, if earlier. The balance will then the following conditions must be paid met: (A) your registered representative must obtain your prior approval to attend the meeting and attendance by your registered representatives must not be conditioned by you on the achievement of a sales target; (B) the location must be appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (C) the payment or reimbursement must not be applied to the expenses of guests of the registered representative; (D) the payment or reimbursement by the General Partner or the Dealer-Manager within 14 business days after must not be conditioned by the Offering Termination Date. (b) Notwithstanding anything in this Agreement to the contrary, you agree to waive payment of your Sales Commissions and reimbursements as set forth above in (a) until General Partner or the Dealer-Manager is in receipt on the achievement of the related amounts owed to it pursuant to the Dealer-Manager Agreement, and the Dealer-Manager's liability for such amounts under this Agreement is limited solely to the proceeds of the related amounts owed to it under the Dealer-Manager Agreement.a sales target; and (cE) As provided in Section 4(d) of the Dealer-Manager Agreement, the Partnership will not begin operations unless it receives subscription proceeds of at least $1,000,000 by December 31, 2001. If this amount is not secured, nothing will appropriate records must be payable to you and all funds advanced by purchasers will be returned to them with interest earned, if anymaintained.