Common use of Conditions of Your Obligations Clause in Contracts

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, to the conditions (i) that all representations and warranties and other statements of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agree; at the Closing Date and each Subsequent Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of the Effective Date, the Closing Date and each Subsequent Closing Date, if any, as the case may be, and as to the performance by the Partnership and the General Partner of all of their obligations hereunder to be performed at or prior to the Effective Date, the Closing Date and each Subsequent Closing Date, as the case may be.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretionare subject to the accuracy of and compliance with the representations and warranties of the Company, to the conditions (i) that all representations and warranties and other statements performance by the Company of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Registration Statement shall have initially become effective, and you shall, have received notice thereof, effective not later than 10:00 a.m.5:30 P.M., eastern standard Eastern time, on the date of this Agreementhereof, or, with your consent, at a later time and date not later, however, than 5:30 P.M., Eastern time, on the date following the date hereof, or at such other later time and date as you may agreebe approved by you; and at the Initial Closing Date and no stop order suspending the effectiveness thereof shall have been issued under the Act or proceeding therefor initiated or threatened by the Commission and not rescinded. The Shares shall have been approved for listing on the NASDAQ-NMS on notice of issuance. (b) At the Initial Closing Date and each Subsequent Closing Date you shall receive the opinion of Stepxxx X. Xxxx & Xssociates, as counsel for the Company, in the form set forth in Exhibit B hereto. (c) At the Initial Closing Date and each Subsequent Closing Date you shall receive a certificate signed by the Company to the effect that (i) the signer has carefully examined the Registration Statement and the Prospectus and, in the signer's opinion, at the time the Registration Statement initially became effective and at the Initial Closing Date and each Subsequent Closing Date, the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) since the initial effective date of the Registration Statement no event has occurred which should have been set forth in an amendment of, or supplement to, the Prospectus but which has not been so set forth; (iii) no stop order suspending the effectiveness of the Registration Statement shall have has been issued and no proceeding for that purpose shall proceedings therefor have been initiated instituted or threatened by the commission Commission and not rescinded; (iv) the representations, warranties and agreements contained in Section l(a) are true and correct in all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed material respects with the public offering of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you same effect as though expressly made at the Effective Date, the Initial Closing Date, Date and each Subsequent Closing Date, if any, certificates ; and (v) since the initial effective date of the Partnership Registration Statement, no material adverse change in circumstance has occurred with regard to the transactions described in any letters of intent contained in the Prospectus which should have been set forth in an amendment of, or supplement to, the Prospectus, but which has not been so set forth, provided, however, that with respect to clauses (i) and (ii) above, such certificate may exclude from its coverage any matters relating to you. (d) At the time the Registration Statement initially becomes effective, you shall have received from Novogradac & Company, LLP a letter, in form and substance satisfactory to you and your counsel, advising that (i) they are independent public accountants as required by the Act and the General Partnerpublished Regulations, reasonably satisfactory (ii) it is their opinion that the financial statements of the Company included in the Prospectus, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations relating to financial statements in registration statements on Form S-11, (iii) based on procedures set forth in such letter nothing has come to their attention which would indicate that during the period from April 30, 1996 to a specified date not more than five business days prior to the date the Registration Statement becomes effective there has been any change in the equity, capital accounts, or short-term or long-term indebtedness of the Company or any decrease in net assets as compared with the amounts shown in the balance sheet as of April 30, 1996, included in the Registration Statement, except for changes or decreases that the Registration Statement discloses have occurred or may occur; (iv) they have carried out certain procedures, as specified in a draft of such letter approved by you, performed for the purpose of comparing certain financial information and percentages appearing in the Registration Statement, as to specified in such draft letter, with indicated amounts in the accuracy financial statements or accounting records of the representations Company and warranties certain of its affiliates and have found such information and percentages to be in agreement with the relevant accounting and financial information of the Partnership Company and certain of its affiliates. At the General Partner herein at and as of the Effective Date, the Initial Closing Date and each Subsequent Closing Date, if anyyou shall receive from Novogradac & Company, LLP a letter dated as of the Closing Date or Subsequent Closing Date to the effect that they reaffirm, as the case may be, of such date and as though made at such date, the statements made in the letter furnished by such accountants pursuant to this subsection (e) of this Section 6, except that the performance by the Partnership and the General Partner of all of their obligations hereunder specified date referred to in such subsection will be performed at or a date not more than five days prior to the Effective Initial Closing Date or Subsequent Closing Date, . (e) At the Initial Closing Date and each Subsequent Closing Date, Stepxxx X. Xxxx & Xssociates shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and included in the Prospectus as they may reasonably require for the case purpose of enabling them to pass upon the sale of the Securities as herein contemplated and related proceedings, in order to evidence the accuracy or completeness of any of the representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the Company in connection with the sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to you and Stepxxx X. Xxxx & Xssociates. (f) If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Managing Dealer Agreement to be fulfilled, this Managing Dealer Agreement and all your obligations hereunder may bebe canceled by you by notifying the Company of such cancellation in writing or by facsimile or telegram at any time at or prior to the Initial Closing Date, or at any time after the Initial Closing Date, all your obligations hereunder may be canceled or terminated by you by notifying the Company of such cancellation or termination in writing or by telegram at any time at or prior to the Offering Termination Date and any such cancellation or termination shall be without liability of any party to any other party except as otherwise provided in Section 6.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, ------------------------------- subject to the conditions (i) that all continuing accuracy of the representations and warranties and other statements of the Partnership and Company herein as of the General Partner contained in this Agreement are at date hereof and as of the Effective Closing Date as if they had been made on and as of the Closing Date, ; the accuracy on and as of the Closing Date and each Subsequent Closing Date true and correct and (ii) that of the Partnership statements of officers of the Company made pursuant to the provisions hereof; and the General Partner shall have performed all performance by the Company on and as of their obligations hereunder to be performed on the Effective Date, the Closing Date of its covenants and each Subsequent Closing Date. In addition, your obligations shall be subject hereunder and to the following further conditions: (a) The Notification that the Registration Statement has become effective and that the Prospectus has been filed with the Commission on a timely basis pursuant to Rule 424(b) under the Act shall have become effective, and you shall, have be received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agree; at the Closing Date and each Subsequent Closing Date, no by you; (b) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated be pending or threatened contemplated by the commission Commission; and all requests for additional information on you shall have received a certificate, dated the part Closing Date and signed by the Chairman or President of the Commission shall have been complied with Company (who may, as to your reasonable satisfaction; proceedings contemplated, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (bg) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the ProspectusSection 7; (c) No domestic On or international event or act prior to the Closing Date, you shall have materially disruptedreceived from Underwriter's Counsel, such opinion or in opinions with respect to the reasonable exercise organization of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock ExchangeCompany, the American Stock Exchange or validity of the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock ExchangeSecurities, the American Stock Exchange or NASDAQ; no banking moratorium Registration Statement, the Prospectus and other related xxxxxx as you may request and Underwriter's Counsel shall have been declared by a state or federal authority; received such papers and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner;information as they request to enable them to pass upon such matters. (d) The Partnership At Closing Date, you shall have furnished or caused received from counsel to be furnished to you at the Effective DateCompany, dated the Closing Date, addressed to the Underwriters an opinion in the form attached hereto as Exhibit C. In rendering such opinion, such counsel may rely: (A) as to matters involving the application of laws other than the laws of the United States and each Subsequent Closing Datejurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance satisfactory to Underwriters' Counsel) of other counsel acceptable to Underwriters' Counsel, familiar with the applicable laws; and (B) as to matters of facts, to the extent they deem proper, on certificates and written statements of responsible officers of the Company and certificates or other written statements of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company and the Subsidiaries, provided copies of any such statements or certificates shall be delivered to Underwriters' Counsel if requested. The opinion of such counsel for the Company shall state that the opinion of any such other counsel is in form satisfactory to such counsel and that the Underwriters and they are justified in relying thereon. (e) At the time this Agreement is executed, you shall have received a letter, dated such date, addressed to you in form and substance satisfactory in all respects (including the nonmaterial nature of the changes or decreases, if any, certificates referred to in clause (iii) below) to you and your counsel, from Stonefield Xxxxxxxxx, Inc., Certified Public Accountants: (i) confirming that they are independent certified public accountants with respect to the Company within the meaning of the Partnership Act and the General Partner, reasonably satisfactory to youExchange Act and the applicable Rules and Regulations; (ii) stating that it is their opinion that the consolidated financial statements and supporting schedules of the Company and the Subsidiaries, as applicable, included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the Rules and Regulations thereunder; (iii) and stating that, on the basis of a limited review which included a reading of the latest available unaudited interim consolidated financial statements of the Company and the Subsidiaries, as applicable, (with an indication of the date of the latest available unaudited interim consolidated financial statements of the Company and the Subsidiaries, as applicable), a reading of the latest available minutes of the stockholders and board of directors and the various committees of the board of directors or each of the Company and the Subsidiaries, consultations with officers and other employees of each of the Company and the Subsidiaries responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention which would lead them to believe that (A) the unaudited consolidated financial statements and supporting schedules of the Company and the Subsidiaries, as applicable, included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the Rules and Regulations or are not fairly presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements and supporting schedules of the Company and the Subsidiaries, as applicable, included in the Registration Statements, (B) at a specified date not more than five days prior to the accuracy later of the date of this Agreement or the effective date of the Registration Statement, there has been any change in the capital stock or long-term debt of the Company or any of the Subsidiaries, or any decrease in the stockholders' equity or net current assets or net assets of the Company, as compared with amounts shown in the June 30, 1997 balance sheet included in the Registration Statement other than as set forth in or contemplated by the Registration Statement, or, if there was any change or decrease, setting forth the amount of such change or decrease, and (C) during the period from June 30, 1997 to a specified date not more than five days prior to the later of the date of this Agreement or the effective date of the Registration Statement, there was any decrease in net revenues, net earnings or net earnings per common share of the Company and its consolidated Subsidiaries or any of the Company's unconsolidated Subsidiaries, in each case as compared with the corresponding period beginning June 30, 1997, other than as set forth in or contemplated by the Registration Statement, or, if there was any such decrease, setting forth the amount of such decrease; (iv) stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and/or other financial information pertaining to the Company and the Subsidiaries set forth in the Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including work sheets, of the Company and/or the Subsidiaries and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures need not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement; and (v) statements as to such other matters incident to the transaction contemplated hereby as you may reasonably request. (f) At the Closing Date you shall have received from Stonefield Xxxxxxxxx, Inc., Certified Public Accountants, a letter, dated as of the Closing Date to the effect that they reaffirm that statements made in the letter furnished pursuant to subsection (f) of this Section 7, except that the specified date referred to shall be a date not more than five days prior to the Closing Date and, if the Company has elected to rely on Rule 430A of the Rules and Regulations, to the further effect that they have carried out procedures as specified in clause (v) of subsection (f) of this Section 7 with respect to certain amounts, percentages and financial information as specified by you and deemed to be a part of the Registration Statement pursuant to Rule 430A(b) and have found such amounts, percentages and financial information to be in agreement with the records specified in such clause (v). (g) At the Closing Date you shall have received a certificate of the Company signed by the principal executive officer and by the chief financial or chief accounting officer of the Company, dated the Closing Date, to the effect that each of such persons has examined the Registration Statement, the Prospectus, and this Agreement, and that: (i) the representations and warranties of the Partnership Company in this Agreement are true and the General Partner herein at correct, as if made on and as of the Effective Date, the Closing Date and each Subsequent Closing Date, if any, as the case may be, Company has complied with all agreements and as to the performance by the Partnership covenants and the General Partner of satisfied all of their obligations hereunder conditions contained in this Agreement on its part to be performed or satisfied at or prior to the Effective Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best of each of such person's knowledge after due inquiry, are contemplated or threatened under the Act; (iii) the Registration Statement and the Prospectus and, if any, each amendment and each supplement thereto, contain all statements and information required to be included therein, and none of the Registration Statement, the Closing Date Prospectus or any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and each Subsequent none of the Preliminary Prospectus or any supplement thereto included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus: (a) neither the Company nor any of the Subsidiaries has incurred up to and including the Closing Date, other than in the ordinary course of its business, any material liabilities or obligations, direct or contingent (except as otherwise contemplated in subclause (d) of this clause (iv)); (b) neither the case Company nor any of the Subsidiaries has paid or declared any dividends or other distributions on its capital stock; (c) neither the Company nor any of the Subsidiaries has entered into any material transactions not in the ordinary course of business (except as otherwise contemplated in subclause (d) of this clause (iv)); (d) there has not been any material change in the capital stock or long-term debt or any increase in the short-term borrowings (other than any increase in the short-term borrowings in the ordinary course of business) of the Company or any of the Subsidiaries; (e) neither the Company nor any of the Subsidiaries has sustained any material loss or damage to its property or assets, whether or not insured; (f) there is no material litigation which is pending or, to the best of the Company's knowledge, threatened against the Company, any of the Subsidiaries or any affiliated party of any of the foregoing which is required to be set forth in an amended or supplemented Prospectus which has not been set forth; and (g) there has occurred no event required to be set forth in an amended or supplemented Prospectus which has not been set forth. References to the Registration Statement and the Prospectus in this Subsection (h) are to such documents as amended and supplemented at the date of such certificates. (h) The Company shall maintain its Board of Directors to at least three of which one director shall be an outside director. The Company shall cause such persons to be nominated, and to use its best efforts to cause them to be elected to its Board. The Company will have an authorized number of directors totaling three as of the date of the filing of the Registration Statement. All directors must have such qualifications as would generally be found for directors of similarly situated public companies. (i) Prior to the Closing Date: (i) there shall have been no materially adverse change nor development involving a prospective change in the condition, financial or otherwise, prospects, stockholders' equity or the business activities of the Company and the Subsidiaries taken as a whole, whether or not in the ordinary course of business, from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company or any of the Subsidiaries, from the latest date as of which the financial condition of the Company and the Subsidiaries is set forth in the Registration Statement and Prospectus which is adverse to the Company and the Subsidiaries taken as a whole; (iii) neither the Company nor any of the Subsidiaries shall be in material default under any provision of any instrument relating to any outstanding indebtedness; (iv) neither the Company nor any of the Subsidiaries shall have issued any securities (other than the Securities or underlying common stock from the exercise of options or warrants) or declared or paid any dividend or made any distribution in respect of its capital stock of any class and there has not been any change in the capital stock, or any change in the debt (long or short term) or liabilities or obligations (contingent or otherwise) of the Company or any of the Subsidiaries; (v) no material amount of the assets of the Company or any of the Subsidiaries shall have been pledged or mortgaged other than in the ordinary course of the Company's business, except as set forth in the Registration Statement and Prospectus; (vi) no action, suit or proceeding, at law or in equity, shall have been pending or, to the best of the Company's knowledge, threatened against the Company or any of the Subsidiaries, or affecting any of their respective properties or businesses, before or by any court or federal, state or foreign commission board or other administrative agency wherein an unfavorable decision, ruling or finding may bematerially adversely affect the business, operations, prospects, financial condition or income of the Company and the Subsidiaries taken as a whole, except as set forth in the Registration Statement and Prospectus; and (vii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated, threatened or contemplated by the Commission or any state regulatory authority. (j) At the Closing Date, you shall have received a letter from Stonefield Xxxxxxxxx, Inc., Certified Public Accountants, dated as of the Closing Date, substantially in the form heretofore approved by you. If any condition to your obligations hereunder to be fulfilled prior to or at the Closing Date, is not so fulfilled you may terminate this Agreement or, if you so elect, you may waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event you so elect to terminate, you shall have no recourse against the Company for any expenses incurred by you. However, the Company shall remain liable for all reasonable Blue Sky counsel fees of the Company and expenses and Blue Sky filing fees of the Company.

Conditions of Your Obligations. Your obligations hereunder obligation to pay for the ------------------------------ Units, as provided herein, shall be subjectsubject in, in your discretion, all material respects to the conditions (i) that all continuing accuracy of the representations and warranties and other statements of the Partnership and Company as of the General Partner contained in this Agreement are at date hereof and as of the Effective Closing Date (and the Additional Closing Date, as the Closing Date and each Subsequent Closing Date true and correct and (ii) that case may be), to the Partnership and performance by the General Partner shall have performed all Company of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, effective not later than 10:00 a.m.5:00 P.M., eastern standard New York City time, on the date of this AgreementAgreement or such later date and time as shall be consented to in writing by you and, or at such other time and date as you may agree; at the Closing Date and each Subsequent the Additional Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no or proceeding for that purpose shall have been therefor initiated or threatened by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfactionCommission; (b) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of the Effective Date, At the Closing Date and each Subsequent the Additional Closing Date, if any, as the case may be, you shall have received the favorable opinion of Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxx, P.C., counsel for the Company, dated the Closing Date or the Additional Closing Date, as the case may be, addressed to you and substantially in the form set forth as Exhibit A, which is attached hereto and incorporated herein. Such opinion shall be to such further effect with respect to other legal matters relating to this Agreement and the sale of the Units hereunder as your counsel may reasonably request. Such opinion shall state that any opinion given therein qualified by the phrase "to such counsel's knowledge" is being given by such counsel after reasonable investigation of the matters therein discussed. In rendering the opinions set forth in Exhibit A hereto, such counsel may rely upon certificates of officers of the Company and of public officials as to matters of fact. In giving the performance by the Partnership and the General Partner foregoing opinions, such counsel may rely on such other counsel as it deems advisable; provided that such counsel shall state that, in such counsel's opinion, you are justified in relying on such opinions of other counsel. Copies of all of their obligations hereunder such opinions and certificates shall be furnished to be performed at or prior to the Effective Date, your counsel on the Closing Date and each Subsequent the Additional Closing Date, as the case may be. (c) On or prior to the Closing Date and the Additional Closing Date, as the case may be, you shall have been furnished such documents, certificates and opinions as you may reasonably require for the purpose of enabling you to review the matters referred to in subsection (b) of this Section 8, and in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. (d) Prior to the Closing Date and the Additional Closing Date, as the case may be, (i) there shall have been no material adverse change in the condition, business activities or prospects, financial or otherwise, of the Company from that as of the latest date as of which such condition is set forth in the Registration Statement and Prospectus; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company, from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus, other than transactions referred to or contemplated therein or herein, or to which you have given your written consent; (iii) the Company shall not be in default (nor shall an event have occurred which, with notice, or lapse of time or both would constitute a default or acceleration) under any provision of any agreement, understanding or instrument relating to any indebtedness, except defaults which the Company has disclosed to you in writing and for which the Company has received written waivers; (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus; (v) no action, suit or proceeding, at law or in equity, shall have been pending or, to the knowledge of the Company, threatened against the Company or affecting any of its properties or business before or by any court or federal, state or other jurisdictional commission, board or other administrative agency wherein an unfavorable decision, ruling or finding would materially adversely affect the business, operations, prospects or financial condition or income of the Company except as set forth in the Registration Statement and Prospectus; and (vi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or threatened by the Commission. (e) At the Closing Date and the Additional Closing Date, as the case may be, you shall have received a certificate of the President and the principal financial or accounting officer of the Company, dated the Closing Date and the Additional Closing Date, as the case may be, to the effect that the conditions set forth in subsection (d) above have been satisfied and as to the truth and accuracy, as of the Closing Date and the Additional Closing Date, as the case may be, of the representations and warranties of the Company set forth in Section 2 hereof. (f) At the time this Agreement is executed and at the Closing Date and the Additional Closing Date, as the case may be, you shall have received a letter, addressed to you in form and substance reasonably satisfactory to you in all respects (including the non-material nature of the changes or decreases, if any, referred to in clause (iii) below), from Xxxxxx X. Xxxxxxxxxx & Co., dated as of the date of this Agreement and as of the Closing Date and the Additional Closing Date, as the case may be: (i) confirming that they are independent public accountants with respect to the Company within the meaning of the Act and the Regulations; (ii) stating that in their opinion, the financial statements and related supplemental schedules of the Company included in the Registration Statement examined by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations; (iii) stating that, on the basis of a review (but not an examination made in accordance with generally accepted auditing standards) which included a reading of the latest available unaudited interim financial statements of the Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes of the stockholders and Board of Directors of the Company and committees, if any, of such Board and inquiries to certain officers and other employees of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention that would cause them to believe that (A) the unaudited financial statements and related schedules of the Company included in the Registration Statement (i) do not comply as to form in all material respects with the applicable accounting requirements of the Act and Regulations, or (ii) were not fairly presented in conformity with generally accepted accounting principles on a basis substantially consistent with that of the audited financial statements included in the Registration Statement and Prospectus; (B) at a specified date not more than five (5) business days prior to the date of such letter, there was any change in the long-term debt or capital stock of the Company as compared with the amounts shown in the , 1999 balance sheet of the Company included in the Registration Statement and Prospectus, other than as set forth in or contemplated by the Registration Statement and Prospectus, or, if there was any change, setting forth the amount of such change; or (C) during the period from , 1999 to a specified date not more than five (5) business days prior to the date of such letter, there was any decrease in net sales, net operating income, net income or earnings per common share of the Company, or contemplated by the Registration Statement and Prospectus, or, if there was any decrease, setting forth the amount of such decrease; and (iv) stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, and other information pertaining to the Company set forth in the Prospectus, which have been specified by you prior to the date of this Agreement, to the extent that such amounts, numbers, percentages, and other information may be derived from the general accounting records of the Company, and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter, and found them to be in agreement. (g) All proceedings taken in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to you and to your counsel. (h) There shall have been duly tendered to you certificates representing the Shares and the Warrants comprising the Units agreed to be sold by the Company on the Closing Date and the Additional Closing Date, as the case may be. (i) No order suspending the sale of the Units in any jurisdiction designated by you pursuant to subsection (d) of Section 6 hereof, shall have been issued on the Closing Date or the Additional Closing Date, as the case may be, and no proceedings for that purpose shall have been instituted or to your knowledge or that of the Company shall be contemplated. Any certificate signed by any duly authorized officer of the Company in such capacity and delivered to you or your counsel shall be deemed a representation and warranty by the Company to you as to the statements made therein. If any material condition to your obligations hereunder to be fulfilled prior to or at the Closing Date or the Additional Closing Date, as the case may be, is not so fulfilled, you may terminate this Agreement or, if you so elect, waive any such conditions which have not been fulfilled or extend the time for their fulfillment.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, are subject to the conditions (i) that all accuracy of the representations and warranties and other statements of the Partnership and the General Partner Company herein contained in this Agreement are at and as of the Effective Date, date hereof and the Closing Date Time, to the performance by the Company of its obligations hereunder, and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Registration Statement Statement, including any post-effective amendments required pursuant to Rule 430A(a), shall have become effective, and you shall, have received notice thereof, effective not later than 10:00 a.m.5:30 p.m., eastern standard timelocal time in New York City, on the date of this Agreementhereof or, with your consent, at a later time and date, not later, however, than 5:30 p.m., local time in New York City, on the first business day following the date hereof, or at such other later time and date as you may agreeapprove; if the Prospectus or any amendment or supplement thereto is required to be filed pursuant to Rule 424(b) of the Securities Act Regulations, the prospectus and any such amendment or supplement shall be filed in the manner and within the time period specified by Rule 424(b) of the Securities Act Regulations; and at the Closing Date and each Subsequent Closing Date, Time no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been under the Securities Act or proceedings therefor initiated or threatened by the commission and all requests for additional information on Commission; if the part Company has elected to rely upon Rule 430A of the Commission Securities Act Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been complied transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations within the prescribed time period, and prior to Closing Time the Company shall have provided evidence satisfactory to you of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Securities Act Regulations; and there shall not have come to your reasonable satisfaction;attention any facts that would cause you to believe that the Prospectus at the time it was required to be delivered to a purchaser of the Shares, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. (b) At Closing Time you shall have received: (1) The United States shall not have become engaged favorable opinion, dated the Closing Time, of Skadxxx, Xxps, Slate, Meagxxx & Xlom XXX, special counsel for the Company, in hostilities which resulted form and substance set forth in the declaration, on or after the date of Annex A to this Agreement. (2) The favorable opinion, dated as of the Closing Time, of a national emergency or war Browx & Xood, xxur counsel, to the effect of which in your reasonable judgment makes it impracticable that: (i) This Agreement and the Pricing Agreement have each been duly authorized, executed, and delivered by or inadvisable to proceed with the public offering on behalf of the Units in the manner contemplated in the ProspectusCompany; (cii) No domestic The Registration Statement is effective under the Securities Act and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act or international event proceedings therefor initiated or act shall have materially disrupted, or in threatened by the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General PartnerCommission; (diii) The Partnership shall have furnished or caused to be furnished to you at At the Effective Datetime the Registration Statement became effective, the Closing DateRegistration Statement (other than the financial statements, notes thereto, supporting schedules and each Subsequent Closing Date, if any, certificates of the Partnership other financial and the General Partner, reasonably satisfactory to youstatistical data included or incorporated by reference therein, as to which no opinion need be rendered) complied as to form in all material respects with the accuracy requirements of the representations Securities Act and warranties the Securities Act Regulations; and (iv) The Shares conform in all material respects to the description thereof set forth in the Prospectus under the caption "Description of Capital Stock". (3) In giving their opinions required by subsections (b)(1) and (b)(2) of this Section, Skadden, Arps, Slate Meagxxx & Xlom XXX and Brown & Wood shall additionally state that in connection with the preparation of the Partnership Registration Statement and the General Partner herein at Prospectus, they participated in conferences with officers and as other representatives of the Effective DateCompany, counsel for the Closing Date Company, representatives of the independent certified public accountants for the Company, representatives of the Underwriter and each Subsequent Closing Daterepresentatives of their counsel, if anyat which conferences the contents of the Registration Statement and Prospectus and related matters were discussed, and, although such counsel has not independently verified and is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus, except as set forth in such counsel's respective opinion, and has made no independent verification or check thereof, nothing has have come to their attention that would cause them to believe that the Registration Statement (other than the financial statements, notes thereto, supporting schedules and other financial and statistical information and data included or incorporated by reference therein or omitted therefrom, as to which no view need be expressed), at the case may betime it became effective, and as or if an amendment to the performance Registration Statement has been filed by the Partnership and Company with the General Partner Commission subsequent to the effectiveness of all the Registration Statement, then at the time of their obligations hereunder the most recent such filing, contained an untrue statement of a material fact or omitted to state a material fact required to be performed at stated therein or prior necessary to make the Effective Date, statements therein not misleading or that the Closing Date and each Subsequent Closing Date, as the case may be.Prospectus

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, to purchase and pay for the conditions Firm Shares are subject (i) that all representations and warranties and other statements as of the Partnership and the General Partner contained in this Agreement are at date hereof and as of the Effective DateClosing Time) to the accuracy of and compliance with the representations and warranties of the Company and, to the Closing Date accuracy of the statements of the Company and each Subsequent Closing Date true of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its covenants and correct agreements hereunder, and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following additional conditions: (a( i ) The Registration Statement shall have become effective, and you shall, have received notice thereof, effective not later than 10:00 a.m.5:00 p.m., eastern standard timeEastern Standard Time, on the date of this Agreement, or at such other later time and or on such later date as you may agreeagree to in writing; (ii) at or prior to the Closing Date and each Subsequent Closing DateTime, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and no proceeding for that purpose shall have been initiated or shall be threatened or contemplated by the commission staff of the Commission; (iii) no stop order suspending the effectiveness of the qualification or registration of the Units under the securities or "blue sky" laws of any jurisdiction (whether or not a jurisdiction which you shall have specified) shall be threatened or contemplated by the authorities of any such jurisdiction or shall have been issued and all requests shall remain in effect; (iv) any request for additional information on the part of the staff of the Commission or any such authorities shall have been complied with to your reasonable satisfaction;the satisfaction of the staff of the Commission or such authorities; and (v) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to the Representative and the Representative did not object thereto. (b) The United States Since the respective dates as of which information is given in the Registration Statement and Prospectus, ( i ) there shall not have become engaged in hostilities which resulted been any change in the declarationcapital stock of the Company or any material change in the long-term debt of the Company, on except as set forth in or after contemplated by the date Registration Statement and Prospectus, (ii) there shall not have been any material adverse change in the general affairs, management, financial position or results of this Agreementoperations of the Company, whether or not arising from transactions in the ordinary course of a national emergency business, in each case other than as set forth in or war contemplated by the effect of Registration Statement or Prospectus, and (iii) the Company shall not have sustained any material interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in your the Registration Statement and Prospectus, if in the reasonable judgment of the Representative any such development referred to in clauses ( i ), (ii) or (iii) makes it impracticable or inadvisable to proceed with consummate the sale and delivery of the Units by the Underwriters at the public offering of the Units in the manner contemplated in the Prospectus;price. (c) No domestic or international event or act shall have materially disrupted, or Since the respective dates as of which information is given in the reasonable exercise of your opinion will in Registration Statement and the immediate future materially disruptProspectus, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no litigation instituted against the Company or any of its officers or directors, and since such dates there shall be no proceeding instituted or threatened against the Company or any of its officers or directors, before or by any federal, state or county court, commission, regulatory body, administrative agency or other development having a governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would materially adverse impact on and adversely affect the Partnership business, material properties, financial condition or results of operations of the General Partner;Company. (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy Each of the representations and warranties of the Partnership Company contained herein shall be true and the General Partner herein correct at and as of the Effective Date, the Closing Date and each Subsequent Time as if made at the Closing Date, if any, as the case may beTime, and as to the performance by the Partnership all covenants and the General Partner of all of their obligations hereunder agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to the Effective DateClosing Time shall have been duly performed, fulfilled or complied with. (e) At the Closing Date Time, Robert N. Wilkinson, Esq., counsex xxx xxx Xxxxxxx, shall furnish to you an opinion in form and substance satisfactory to you, dated as of the date of its delivery, to the effect that: ( i ) The Company (A) has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Colorado, (B) is duly qualified and in good standing as a foreign corporation in each Subsequent Closing Datejurisdiction in which the nature of the activities conducted by it or the character of the assets owned or leased by it as described in the Prospectus required such qualification, except where failure to so qualify would not materially affect the Company's business, properties or financial condition, and (C) has all requisite corporate power and authority to own or lease its properties and conduct its business as described in the case may beProspectus.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, to the conditions (i) that all representations and warranties and other statements of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agree; at the Closing Date and each Subsequent Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the continuing accuracy of the representations and warranties of the Partnership Company and the General Partner Selling Stockholders contained herein at and in each certificate and document contemplated under this Agreement to be delivered to you, as of the Effective Datedate hereof, as of the Closing Date and each Subsequent Closing Date, if any, as the case may be, and as to the performance by the Partnership and the General Partner of all of their obligations hereunder to be performed at or prior to the Effective Date, the Closing Date and each Subsequent Optional Closing Date, as the case may be, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, and to the following additional conditions: (a) Notification that the Registration Statement has become effective shall be received by you not later than 6:30 p.m., New York City time, on the date of this Agreement or at such later date and time as shall be consented to in writing by you. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to the Closing Date the Company shall have provided evidence satisfactory to you of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) The Commission shall not have issued a Stop Order and no Blue Sky or securities authority of any jurisdiction shall have issued an order suspending the registration or qualification of the Shares, and no proceedings for such purpose shall have been instituted or shall be pending, or to the knowledge of the Company, be threatened or contemplated by the Commission or the Blue Sky or securities authorities of any such jurisdiction. (c) You shall have received an opinion, dated the Closing Date and satisfactory in form and substance to your counsel from Loeb & Loeb LLP, with respect to the Company, the Shares, the Underwriters' Warrant Shares and the Registration Statement. In rendering such opinion, counsel for the Company may rely (i) as to matters involving the application of laws other than the laws of the United States and laws of the State of Delaware, to the extent counsel for the Company deems proper and to the extent specified in such opinion, upon an opinion or opinions of local counsel (in form and substance satisfactory to your counsel) acceptable to your counsel, familiar with the applicable laws, in which case the opinion of counsel for the Company shall state that the opinion or opinions of such other counsel are satisfactory in scope, form and substance to counsel for the Company and that reliance thereon by counsel for the Company is reasonable; (ii) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company; and (iii) to the extent they deem proper, upon written statements or certificates of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to your counsel. (d) The respective counsel for each of the Selling Stockholders, as indicated in Schedule II hereto, each shall have furnished to you their written opinion with respect to each of the Selling Stockholders for whom they are acting as counsel, dated the Closing Date, in form and substance satisfactory to you to the effect that: (1) A Power of Attorney and a Custody Agreement have been duly executed and delivered by such Selling Stockholder and constitute valid and binding agreements of such Selling Stockholder in accordance with their terms; (2) This Agreement has been duly executed and delivered by or on behalf of such Selling Stockholder and constitutes a valid and binding agreement of such Selling Stockholder in accordance with its terms; and the sale of the Shares to be sold by such Selling Stockholder hereunder and the performance of this Agreement, the Power of Attorney and the Custody Agreement and the consummation of the transactions herein and therein contemplated will not result in a breach or violation of any terms or provisions of, or constitute a default under, any statute, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which such Selling Stockholder is a party or by which such Selling Stockholder is bound, the Trust Agreement of such Selling Stockholder if such Selling Stockholder is a trust, or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property of such Selling Stockholder; (3) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement in connection with the Shares to be sold by this Agreement in connection with the Shares to be sold by such Selling Stockholder hereunder, except such as have been obtained under the Act and such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of such Shares by you; (4) Immediately prior to the Closing Date such Selling Stockholder had good and valid title to the Shares to be sold by such Selling Stockholder under this Agreement, free and clear of all Encumbrances, and full right, power and authority to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; and (5) Good and valid title to such Shares, free and clear of all Encumbrances, has been transferred to you who has purchased such Shares in good faith and without notice of any Encumbrance or any other adverse claim within the meaning of the Uniform Commercial Code. In rendering the opinion in subparagraph (4) such counsel may rely upon a certificate of such Selling Stockholder in respect of matters of fact as to ownership of and Encumbrances on the Shares sold by such Selling Stockholder, provided that such counsel shall state that they believe that both you and they are justified in relying upon such certificate. (e) You shall have received letters addressed to you and dated the date hereof and the Closing Date from Ernst & Young LLP, independent public accountants

Conditions of Your Obligations. Your obligations The obligation of the several Underwriters hereunder to purchase and pay for the Firm Units and the Additional Units, as provided herein, shall be subject, in your discretion, subject to the conditions (i) that continuing accuracy in all material respects of the representations and warranties and other statements of the Partnership and Company as of the General Partner contained in this Agreement are at date hereof and as of the Effective Closing Date (or the Additional Closing Date, as the Closing Date and each Subsequent Closing Date true and correct and (ii) that case may be), to the Partnership and performance by the General Partner shall have performed Company in all material respects of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, effective not later than 10:00 a.m.5:00 P.M., eastern standard New York City time, on the date of this AgreementAgreement or such later date and time as shall be consented to in writing by you and, or at such other time and date as you may agree; at the Closing Date and each Subsequent Additional Closing Date, no stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall have been issued and no or proceeding for that purpose shall have been therefor initiated or threatened by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;Commission. (b) The United States At the Closing Date and the Additional Closing Date, as the case may be, you shall not have become engaged in hostilities which resulted received the favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxx, counsel for the Company, dated the Closing Date or the Additional Closing Date, as the case may be, addressed to the Underwriters substantially in the declaration, on or after the date form of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus;Attachment A hereto. (c) No domestic On or international event or act shall have materially disruptedprior to the Closing Date and the Additional Closing Date, or in as the reasonable exercise of your opinion will in the immediate future materially disruptcase may be, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium you shall have been declared by a state furnished such documents, certificates and opinions as you may reasonably require for the purpose of enabling you to review the matters referred to in subsection (b) of this Section 7, and in order to evidence the accuracy, completeness or federal authority; satisfaction of any of the representations, warranties or conditions herein contained. (d) Prior to the Closing Date and the Additional Closing Date, as the case may be, (i) there shall have been no material adverse change in the business, properties, results of operations, condition (financial or otherwise), affairs or prospects, of the Company from that as of the latest date as of which such condition is set forth in the Registration Statement and Prospectus; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus, other development having than transactions referred to or contemplated therein or to which you have given your written consent; (iii) the Company shall not be in default (nor shall an event have occurred which, with notice, or lapse of time or both would constitute a default or acceleration) under any provision of, any agreement, understanding or instrument relating to any indebtedness; (iv) no material amount of the consolidated assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus; and (v) no action, suit or proceeding, at law or in equity, shall have been pending or, to the knowledge of the Company, threatened against the Company or affecting any of its properties or business before or by any court or federal, state or other jurisdictional commission, board or other administrative agency wherein an unfavorable decision, ruling or finding would materially adverse impact on adversely affect the Partnership business, operations, prospects or consolidated financial condition or income of the General Partner;Company except as set forth in the Registration Statement and Prospectus. (e) At the Closing Date and Additional Closing Date, as the case may be, you shall have received a certificate of the President and the principal financial or accounting officer of the Company, dated the Closing Date and Additional Closing Date, as the case may be, (i) to the effect that the conditions set forth in subsections (a) and (d) The Partnership shall above have furnished or caused been satisfied and (ii) as to be furnished to you at the Effective Dateaccuracy, as of the Closing Date and Additional Closing Date, and each Subsequent Closing Dateas the case may be, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership Company set forth in Section 2 hereof. (f) At the time this Agreement is executed and at the General Partner herein at Closing Date and Additional Closing Date, as the case may be, you shall have received a letter, addressed to you in form and substance satisfactory to you in all respects (including the non-material nature of the changes or decreases, if any, referred in to clause (iii) below), from BDO Xxxxxxx LLP, dated as of the date of this Agreement and as of the Effective Closing Date and Additional Closing Date, as the case may be: (i) confirming that they are independent accountants with respect to the Company within the meaning of the Act and the applicable published Regulations; (ii) stating that in their opinion, the financial statements of the Company included in the Registration Statement examined by them comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations; (iii) stating that, on the basis of procedures (but not an audit in accordance with generally accepted auditing standards), which included a reading of the latest available unaudited interim financial statements of the Company and its consolidated related party (with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes of the stockholders and boards of directors of the Company and its consolidated related party and committees of such boards and inquiries to certain officers and other employees of the Company and its consolidated related party responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention that would cause them to believe that (A) the unaudited financial statements of the Company and its consolidated related company included in the Registration Statement (i) do not comply as to form in all material respects with the applicable accounting requirements of the Act and Regulations, or (ii) were not fairly presented in conformity with generally accepted accounting principles on a basis substantially consistent with that of the audited financial statements included in the Registration Statement; (B) at the date of the latest available interim financial statements and at a specified date not more than five business days prior to the date of such letter, there was any change in long-term debt or capital stock of the Company and its consolidated related company as compared with the amounts shown in the [ ] balance sheet of the Company and its consolidated related company included in the Registration Statement and Prospectus, other than as set forth in or contemplated by the Registration Statement and Prospectus, or, if there was any change, setting forth the amount of such change; or (C) during the period from [ ] to a specified date not more than five days prior to the date of such letter, there was any decrease in revenues or any increase in operating loss, net loss or pro forma net loss per share of the Company, as compared with the corresponding period in the preceding year, other than as set forth in or contemplated by the Registration Statement and Prospectus, or, if there was any decrease or increase, respectively, setting forth the amount of such decrease or increase; and (iv) stating that they have compared specific dollar amounts, numbers of shares, percentages of dollar amounts and shares and other information pertaining to the Company set forth in the Prospectus, which have been specified by you prior to the date of this Agreement, to the extent that such amounts, numbers, percentages and other information may be derived from the general accounting records of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter, and found them to be in agreement. (g) All proceedings taken in connection with the sale of the Firm Units and the Additional Units as herein contemplated shall have been reasonably satisfactory in form and substance to you and your counsel. (h) The Company shall have furnished to the Representative such further certificates and documents confirming the representations and warranties contained herein, the performance of covenants prior to the Closing Date and each Subsequent the Additional Closing Date, if any, as the case may be, and related matters as the Representative may reasonably have requested; and you shall have received from counsel to the performance by the Partnership and the General Partner Underwriters, a favorable opinion, dated as of all of their obligations hereunder to be performed at or prior to the Effective Date, the Closing Date and each Subsequent the Additional Closing Date, as the case may be, with respect to such of the matters set forth under subsection (b) of this Section 7, and with respect to such other related matters, as you may reasonable require. (i) There shall have been duly tendered to you certificates representing all the Stock and the Additional Stock, as the case may be, agreed to be sold by the Company on the Closing Date and the Additional Closing Date, as the case may be. (j) No order suspending the sale of the Firm Units or the Additional Units, as the case may be, in any jurisdiction designated by you pursuant to subsection (d) of Section 5 hereof, shall have been issued on the Closing Date or the Additional Closing Date, as the case may be, and no proceedings for that purpose shall have been instituted or to your knowledge or that of the Company shall be contemplated. Any certificate signed by any duly authorized officer of the Company in such capacity and delivered to you or your counsel shall be deemed a representation and warranty by the Company to you as to the statements made therein. If any condition to your obligations hereunder to be fulfilled prior to or at the Closing Date or the Additional Closing Date, as the case may be, is not so fulfilled, you may terminate this Agreement or, if you so elect, waive any such conditions which have not been fulfilled or extend the time for their fulfillment.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, to the conditions as Placement Agent are subject (i) that all representations and warranties and other statements as of the Partnership and the General Partner contained in this Agreement are at date hereof and as of the Effective DateClosing Time), to the Closing Date accuracy of and each Subsequent Closing Date true compliance with the representations and correct warranties of CepTor and (ii) that to the Partnership accuracy of the statements of CepTor made pursuant to the provisions hereof and to the General Partner shall have performed all performance by CepTor of their obligations hereunder to be performed on the Effective Dateits covenants and agreements hereunder, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following additional conditions: (a) The Registration Statement Since the respective dates as of which information is given in the Memorandum: (i) there shall have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agree; at the Closing Date and each Subsequent Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated any change in the capital stock of CepTor or threatened any material change in the long-term debt of CepTor or Pubco, except as set forth in or contemplated by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfactionMemorandum; (bii) The United States there shall not have become engaged in hostilities which resulted been any material adverse change in the declarationgeneral affairs, on management, financial position or after result of operations of CepTor or Pubco, whether or not arising from transactions in the date ordinary course of this Agreementbusiness, other than as set forth in or contemplated by the Memorandum; (iii) each of a national emergency CepTor and Pubco shall not have sustained any material interference with its business or war properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, if in the effect judgment of which the Placement Agent any such development referred to in your reasonable judgment clauses (i), (ii) or (iii) makes it impracticable or inadvisable to proceed with consummate the public offering sale and delivery of the Units in Series A Preferred Stock and the manner contemplated in Warrants by the Prospectus;Placement Agent; and (civ) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise spinoff of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium Xechem shall have been declared by a state or federal authority; completed immediately upon closing and documentary evidence of such completion shall be provided to Placement Agent. (b) Since the respective dates as of which information is given herein, there shall have been no litigation instituted against CepTor or Pubco and since such dates there shall be no proceeding instituted or threatened against CepTor or Pubco or any of their respective officers or directors, before or by any federal, state or county court, commission, regulatory body, administrative agency or other development having a governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would materially adverse impact on and adversely affect the Partnership business, properties, financial condition or the General Partner;results of operations of CepTor or Pubco. (dc) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy Each of the representations and warranties of CepTor contained herein shall be true and correct at the Partnership signing of this Agreement and the General Partner herein at and as of the Effective Date, the Closing Date and each Subsequent Time as if made at the Closing Date, if any, as the case may beTime, and as to the performance by the Partnership all covenants and the General Partner of all of their obligations hereunder agreements herein contained to be performed on the part of CepTor and all conditions herein contained to be fulfilled or complied with by CepTor at or prior to the Effective DateClosing Time shall have been duly performed, fulfilled or complied with. (d) At the Closing Time, the counsel for CepTor shall furnish to you an opinion in form and substance satisfactory to you, dated as of the date of delivery, to the effect that: (i) CepTor: (A) has been duly organized and is existing as a corporation in good standing under the laws of its jurisdiction of organization; (B) is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the nature of the activities conducted by it or the character of the assets owned or leased by it requires such qualifications except where failure to be so qualified would not have a material adverse effect on CepTor; and (C) has all requisite corporate power and authority to own or lease its properties and conduct its business as described herein. (ii) To the current actual knowledge of such counsel, no authorization, approval, consent or license of any governmental or regulatory body, agency or instrumentality is required in connection with the authorization, issuance, transfer, sale or delivery of the Series A Preferred Stock and Warrants issued pursuant to the Memorandum and the Placement Agent Warrants, except as may be required pursuant to the federal securities laws and state Blue Sky laws. (iii) The outstanding shares of CepTor's capital stock have been duly authorized and validly issued, are fully paid and non-assessable, and have not been issued in violation of any pre-emptive rights. The description of CepTor's capital stock and debt instruments contained in the Memorandum conforms to the rights set forth in the charter and the bylaws of CepTor. All of the Series A Preferred Stock and Warrants to be issued in the Offering and the Placement Agent Warrants, including the shares of Common Stock underlying such securities, will be duly authorized and adequately reserved for issuance at the Closing Date Time by appropriate action of the Board of Directors of Ceptor. (iv) CepTor has full corporate power and authority to enter into this Agreement and the Merger Agreement; this Agreement and the Merger Agreement have been duly authorized, executed and delivered by or on behalf of CepTor and each Subsequent constitutes a legal, valid and binding obligation of CepTor (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or affecting creditors' rights generally and by general principles of equity relating to the availability of remedies and except as rights to indemnity and contribution may be limited by applicable securities laws and the public policy underlying such laws). (v) Such counsel has participated in the preparation of the Memorandum and to such counsel's current actual knowledge, the Memorandum does not contain any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (vi) The execution and delivery of this Agreement by CepTor, the consummation by CepTor of the transactions herein contemplated and the compliance with the terms of this Agreement do not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the charter or bylaws of CepTor, or to the best of such counsel's knowledge, any indenture, mortgage or other agreement or instrument known to such counsel to which CepTor is a party or by which CepTor or any of its properties is bound, or any existing law, rule, regulation, judgment, order or decree of any government, governmental body or court, domestic or foreign, having jurisdiction over CepTor or any of its respective properties. (vii) The execution and delivery of the Merger Agreement by CepTor, the consummation by CepTor of the transactions therein contemplated and the compliance with the terms of the Merger Agreement do not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the charter or bylaws of CepTor. (viii) To such counsel's current actual knowledge, there are no suits or claims threatened or pending against CepTor in any court or before or by any governmental body which would materially affect the business of CepTor or its financial condition except as set forth herein or contemplated by the Memorandum. (e) At the Closing DateTime, the counsel for Pubco shall furnish to CepTor and Placement Agent an opinion in form and substance satisfactory to you, dated as of the case date of delivery, to the effect that: (i) Pubco and Acquisition sub have been duly organized and are existing as a corporation in good standing under the laws of its jurisdiction of organization. (ii) The Series A Preferred Stock and Warrants, including the shares of Common Stock underlying the Series A Preferred Stock and Warrants to be sold in the Offering, when issued, assuming the payment of the applicable purchase or exercise price therefore will be validly issued and outstanding, fully paid and non-assessable and are owned free and clear of any liens, encumbrances, security interests, claims or other restrictions, other than as set forth or referred to in the Memorandum and in the Certificate of Designations filed with applicable state of organization of Pubco. (iii) The Common Stock underlying the Series A Preferred Stock and the Warrants sold in the Offering and the Placement Agent Warrants will be duly authorized and adequately reserved for issuance at the Closing Time. (iv) To the current actual knowledge of such counsel, no authorization, approval, consent or license of any governmental or regulatory body, agency or instrumentality is required in connection with the authorization, issuance, transfer, sale or delivery of the Series A Preferred Stock and Warrants issued pursuant to the Memorandum, except as may bebe required pursuant to the federal securities laws and state Blue Sky laws. (v) The execution and delivery of the Merger Agreement by Pubco, the consummation by Pubco of the transactions herein contemplated and the compliance with the terms of the Merger Agreement do not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the charter or bylaws of Pubco. (vi) To such counsel's current actual knowledge, there are no suits or claims threatened or pending against Pubco in any court or before or by any governmental body which would materially affect the business of Pubco or its financial condition, except as disclosed in the Memorandum. Pubco is not subject to any judgments which have not been satisfied. (vii) To such counsel's actual knowledge, except as disclosed in the Memorandum and in the annual and periodic reports filed with the SEC on Form 10-KB and Form 10-QSB, respectively, Pubco has no material obligations and is not subject to any indenture, mortgage or other agreement or instrument to which Pubco is a party or by which Pubco or any of its properties is bound. (viii) To such counsel's current actual knowledge, Pubco's annual and periodic reports filed with the SEC do not contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (ix) The registration and sale of the shares common stock of Pubco pursuant to the Pubco's registration on form SB-2, Registration Number 333-105793 is not subject to the provisions of Rule 419 under the Securities Act.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, ------------------------------- subject to the conditions (i) that all continuing accuracy of the representations and warranties and other statements of the Partnership and Company herein as of the General Partner contained in this Agreement are at date hereof and as of the Effective Closing Date as if they had been made on and as of the Closing Date, ; the accuracy on and as of the Closing Date and each Subsequent Closing Date true and correct and (ii) that of the Partnership statements of officers of the Company made pursuant to the provisions hereof; and the General Partner shall have performed all performance by the Company on and as of their obligations hereunder to be performed on the Effective Date, the Closing Date of its covenants and each Subsequent Closing Date. In addition, your obligations shall be subject hereunder and to the following further conditions: (a) The Notification that the Registration Statement has become effective and that the Prospectus has been filed with the Commission on a timely basis pursuant to Rule 424(b) under the Act shall have become effective, and you shall, have be received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agree; at the Closing Date and each Subsequent Closing Date, no by you; (b) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated be pending or threatened contemplated by the commission Commission; and all requests for additional information on you shall have received a certificate, dated the part Closing Date and signed by the Chairman or President of the Commission shall have been complied with Company (who may, as to your reasonable satisfaction; proceedings contemplated, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (bg) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the ProspectusSection 7; (c) No domestic On or international event or act prior to the Closing Date, you shall have materially disruptedreceived from Underwriter's Counsel, such opinion or in opinions with respect to the reasonable exercise organization of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock ExchangeCompany, the American Stock Exchange or validity of the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock ExchangeSecurities, the American Stock Exchange or NASDAQ; no banking moratorium Registration Statement, the Prospectus and other related xxxxxx as you may request and Underwriter's Counsel shall have been declared by a state or federal authority; received such papers and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner;information as they request to enable them to pass upon such matters. (d) The Partnership At Closing Date, you shall have furnished or caused received from counsel to be furnished to you at the Effective DateCompany, dated the Closing Date, addressed to the Underwriters an opinion in the form attached hereto as Exhibit C. In rendering such opinion, such counsel may rely: (A) as to matters involving the application of laws other than the laws of the United States and each Subsequent Closing Datejurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance satisfactory to Underwriters' Counsel) of other counsel acceptable to Underwriters' Counsel, familiar with the applicable laws; and (B) as to matters of facts, to the extent they deem proper, on certificates and written statements of responsible officers of the Company and certificates or other written statements of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company and the Subsidiaries, provided copies of any such statements or certificates shall be delivered to Underwriters' Counsel if requested. The opinion of such counsel for the Company shall state that the opinion of any such other counsel is in form satisfactory to such counsel and that the Underwriters and they are justified in relying thereon. (e) At the time this Agreement is executed, you shall have received a letter, dated such date, addressed to you in form and substance satisfactory in all respects (including the nonmaterial nature of the changes or decreases, if any, certificates referred to in clause (iii) below) to you and your counsel, from Stonefield Xxxxxxxxx, Inc., Certified Public Accountants: (i) confirming that they are independent certified public accountants with respect to the Company within the meaning of the Partnership Act and the General Partner, reasonably satisfactory to youExchange Act and the applicable Rules and Regulations; (ii) stating that it is their opinion that the consolidated financial statements and supporting schedules of the Company and the Subsidiaries, as applicable, included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the Rules and Regulations thereunder; (iii) and stating that, on the basis of a limited review which included a reading of the latest available unaudited interim consolidated financial statements of the Company and the Subsidiaries, as applicable, (with an indication of the date of the latest available unaudited interim consolidated financial statements of the Company and the Subsidiaries, as applicable), a reading of the latest available minutes of the stockholders and board of directors and the various committees of the board of directors or each of the Company and the Subsidiaries, consultations with officers and other employees of each of the Company and the Subsidiaries responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention which would lead them to believe that (A) the unaudited consolidated financial statements and supporting schedules of the Company and the Subsidiaries, as applicable, included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the Rules and Regulations or are not fairly presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements and supporting schedules of the Company and the Subsidiaries, as applicable, included in the Registration Statements, (B) at a specified date not more than five days prior to the accuracy later of the date of this Agreement or the effective date of the Registration Statement, there has been any change in the capital stock or long-term debt of the Company or any of the Subsidiaries, or any decrease in the stockholders' equity or net current assets or net assets of the Company, as compared with amounts shown in the December 31, 1997 balance sheet included in the Registration Statement other than as set forth in or contemplated by the Registration Statement, or, if there was any change or decrease, setting forth the amount of such change or decrease, and (C) during the period from December 31, 1997 to a specified date not more than five days prior to the later of the date of this Agreement or the effective date of the Registration Statement, there was any decrease in net revenues, net earnings or net earnings per common share of the Company and its consolidated Subsidiaries or any of the Company's unconsolidated Subsidiaries, in each case as compared with the corresponding period beginning December 31, 1997, other than as set forth in or contemplated by the Registration Statement, or, if there was any such decrease, setting forth the amount of such decrease; (iv) stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and/or other financial information pertaining to the Company and the Subsidiaries set forth in the Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including work sheets, of the Company and/or the Subsidiaries and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures need not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement; and (v) statements as to such other matters incident to the transaction contemplated hereby as you may reasonably request. (f) At the Closing Date you shall have received from Stonefield Xxxxxxxxx, Inc., Certified Public Accountants, a letter, dated as of the Closing Date to the effect that they reaffirm that statements made in the letter furnished pursuant to subsection (f) of this Section 7, except that the specified date referred to shall be a date not more than five days prior to the Closing Date and, if the Company has elected to rely on Rule 430A of the Rules and Regulations, to the further effect that they have carried out procedures as specified in clause (v) of subsection (f) of this Section 7 with respect to certain amounts, percentages and financial information as specified by you and deemed to be a part of the Registration Statement pursuant to Rule 430A(b) and have found such amounts, percentages and financial information to be in agreement with the records specified in such clause (v). (g) At the Closing Date you shall have received a certificate of the Company signed by the principal executive officer and by the chief financial or chief accounting officer of the Company, dated the Closing Date, to the effect that each of such persons has examined the Registration Statement, the Prospectus, and this Agreement, and that: (i) the representations and warranties of the Partnership Company in this Agreement are true and the General Partner herein at correct, as if made on and as of the Effective Date, the Closing Date and each Subsequent Closing Date, if any, as the case may be, Company has complied with all agreements and as to the performance by the Partnership covenants and the General Partner of satisfied all of their obligations hereunder conditions contained in this Agreement on its part to be performed or satisfied at or prior to the Effective Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best of each of such person's knowledge after due inquiry, are contemplated or threatened under the Act; (iii) the Registration Statement and the Prospectus and, if any, each amendment and each supplement thereto, contain all statements and information required to be included therein, and none of the Registration Statement, the Closing Date Prospectus or any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and each Subsequent none of the Preliminary Prospectus or any supplement thereto included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus: (a) neither the Company nor any of the Subsidiaries has incurred up to and including the Closing Date, other than in the ordinary course of its business, any material liabilities or obligations, direct or contingent (except as otherwise contemplated in subclause (d) of this clause (iv)); (b) neither the case Company nor any of the Subsidiaries has paid or declared any dividends or other distributions on its capital stock; (c) neither the Company nor any of the Subsidiaries has entered into any material transactions not in the ordinary course of business (except as otherwise contemplated in subclause (d) of this clause (iv)); (d) there has not been any material change in the capital stock or long-term debt or any increase in the short-term borrowings (other than any increase in the short-term borrowings in the ordinary course of business) of the Company or any of the Subsidiaries; (e) neither the Company nor any of the Subsidiaries has sustained any material loss or damage to its property or assets, whether or not insured; (f) there is no material litigation which is pending or, to the best of the Company's knowledge, threatened against the Company, any of the Subsidiaries or any affiliated party of any of the foregoing which is required to be set forth in an amended or supplemented Prospectus which has not been set forth; and (g) there has occurred no event required to be set forth in an amended or supplemented Prospectus which has not been set forth. References to the Registration Statement and the Prospectus in this Subsection (h) are to such documents as amended and supplemented at the date of such certificates. (h) The Company shall maintain its Board of Directors to at least three of which one director shall be an outside director. The Company shall cause such persons to be nominated, and to use its best efforts to cause them to be elected to its Board. The Company will have an authorized number of directors totaling three as of the date of the filing of the Registration Statement. All directors must have such qualifications as would generally be found for directors of similarly situated public companies. (i) Prior to the Closing Date: (i) there shall have been no materially adverse change nor development involving a prospective change in the condition, financial or otherwise, prospects, stockholders' equity or the business activities of the Company and the Subsidiaries taken as a whole, whether or not in the ordinary course of business, from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company or any of the Subsidiaries, from the latest date as of which the financial condition of the Company and the Subsidiaries is set forth in the Registration Statement and Prospectus which is adverse to the Company and the Subsidiaries taken as a whole; (iii) neither the Company nor any of the Subsidiaries shall be in material default under any provision of any instrument relating to any outstanding indebtedness; (iv) neither the Company nor any of the Subsidiaries shall have issued any securities (other than the Securities or underlying common stock from the exercise of options or warrants) or declared or paid any dividend or made any distribution in respect of its capital stock of any class and there has not been any change in the capital stock, or any change in the debt (long or short term) or liabilities or obligations (contingent or otherwise) of the Company or any of the Subsidiaries; (v) no material amount of the assets of the Company or any of the Subsidiaries shall have been pledged or mortgaged other than in the ordinary course of the Company's business, except as set forth in the Registration Statement and Prospectus; (vi) no action, suit or proceeding, at law or in equity, shall have been pending or, to the best of the Company's knowledge, threatened against the Company or any of the Subsidiaries, or affecting any of their respective properties or businesses, before or by any court or federal, state or foreign commission board or other administrative agency wherein an unfavorable decision, ruling or finding may bematerially adversely affect the business, operations, prospects, financial condition or income of the Company and the Subsidiaries taken as a whole, except as set forth in the Registration Statement and Prospectus; and (vii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated, threatened or contemplated by the Commission or any state regulatory authority. (j) At the Closing Date, you shall have received a letter from Stonefield Xxxxxxxxx, Inc., Certified Public Accountants, dated as of the Closing Date, substantially in the form heretofore approved by you. If any condition to your obligations hereunder to be fulfilled prior to or at the Closing Date, is not so fulfilled you may terminate this Agreement or, if you so elect, you may waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event you so elect to terminate, you shall have no recourse against the Company for any expenses incurred by you. However, the Company shall remain liable for all reasonable Blue Sky counsel fees of the Company and expenses and Blue Sky filing fees of the Company.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretionare subject to the accuracy of and compliance with the representations and warranties of Company, to the conditions (i) that all representations and warranties and other statements performance by the Company of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on At the date of this Agreement, or at such other time and date as you may agree; at the Minimum Subscription Closing Date and on each Subsequent Closing DateAdditional Issuance Date thereafter you shall receive the opinion of Clark, no stop order suspending Wilson, as counsel for the effectiveness of Company, in the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;form set forth in Exhibit B hereto. (b) The United States shall not have become engaged in hostilities which resulted in At the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of the Effective Date, the Minimum Subscription Closing Date and on each Subsequent Additional Issuance Date thereafter you shall receive a certificate signed by the Company to the effect that (i) the signer has carefully examined the Memorandum and, in the signer's opinion, at the time the Memorandum was dated and at the Minimum Subscription Closing Date and Additional Issuance Date, if any, as the case may be, the Memorandum did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Memorandum did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) since the date of the Memorandum no event has occurred which should have been set forth in an amendment of, or supplement to, the Memorandum but which has not been so set forth; (iii) no proceedings have been instituted or threatened by the Commission or any state securities administrator preventing, suspending or stopping the offer or sale of the Units and not rescinded; (iv) the representations, warranties and agreements contained in Section I (a) are true and correct in all material respects with the same effect as though expressly made at the Minimum Subscription Closing Date and Additional Issuance Date as the case may be; and (v) since the date of the Memorandum, no material adverse change in circumstance has occurred with regard to the transactions described in any letters of intent described in the Memorandum which should have been set forth in an amendment of, or supplement to, the Memorandum, but which has not been so set forth, provided, however, that with respect to clauses (i) and (ii) above, such certificate may exclude from its coverage any matters relating to you. (c) At the time the Memorandum is dated, you shall have received from Xxxxxx, Xxxxxxxx a letter, in form and substance satisfactory to you and your counsel, advising that (i) they are independent public accountants as required by the Act and the published Regulations, (ii) it is their opinion that the audited financial statements of the Company for the year ended December 31, 2002 included in the Memorandum or incorporated therein by reference to the Annual Report, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations relating to financial statements in registration statements on Form 10-KSB. At the Minimum Subscription Closing Date and on each Additional Issuance Date you shall receive from Xxxxx, Xxxxxx a letter dated as of the Minimum Subscription Closing Date or such Additional Issuance Date to the effect that they reaffirm, as of such date and as though made at such date, the statements made in the letter furnished by such accountants pursuant to subsection (c) of this Section 6, except that the specified date referred to in such subsection will be a date not more than five days prior to the performance Minimum Subscription Closing Date or such Additional Issuance Date. (d) No order suspending the sale of the Units in any jurisdiction designated by you shall have been issued on either the Partnership Minimum Subscription Closing Date or the relevant Additional Issuance Date, if any, and no proceedings for that purpose shall have been instituted or shall be contemplated. (e) If any of the General Partner of conditions specified in this Section 6 shall not have been fulfilled when and as required by this Managing Dealer Agreement to be fulfilled, this Managing Dealer Agreement and all of their your obligations hereunder to may be performed cancelled by you by notifying the Company of such cancellation in writing or by telegram at any time at or prior to the Effective Date, the Closing Date and each Subsequent Minimum Subscription Closing Date, or at any time after the Minimum Subscription Closing Date, all your obligations hereunder may be cancelled or terminated by you by notifying the Company of such cancellation or termination in writing or by telegram at any time at or prior to the Offering Termination Date and any such cancellation or termination shall be without liability of any party to any other party except for the break-up fee as the case may beotherwise provided in Section 5.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretionare subject to the accuracy of and compliance with the representations and warranties of the Company, to the conditions (i) that all representations and warranties and other statements performance by the Company of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Registration Statement shall have become effective; and at the Minimum Subscription Closing Date and Issuance Date no stop order suspending the effectiveness thereof shall have been issued under the Act or proceeding therefor initiated or threatened by the Commission and not rescinded. (b) At the Minimum Subscription Closing Date and on each Issuance Date thereafter, you shall receive the opinion of Xxxxxxxxx & Xxxxxx P.L.L.P., as counsel for the Company, to the effect that: (i) the Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus; and the Company has been duly qualified to do business as a foreign limited liability company under the limited liability company law of, and is in good standing as such in, every jurisdiction where the ownership or leasing of property, or the conduct of its business requires such qualification except where the failure to qualify would not have a Material Adverse Effect; (ii) the authorized equity of the Company, of which there is outstanding the amount set forth in the Registration Statement and Prospectus, conforms as to legal matters in all material respects to the description thereof in the Registration Statement and Prospectus; (iii) the issued and outstanding equity of the Company has been duly authorized and validly issued and is fully paid and non-assessable (except as non-assessability may be affected by the Delaware Limited Liability Company Act); (iv) the certificates for the Units to be delivered hereunder are in due and proper form, and when duly countersigned by the Company's transfer agent and delivered to you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on or upon your order against payment of the date agreed consideration therefor in accordance with the provisions of this Agreement, or at the Units represented thereby will be duly authorized and validly issued, fully paid and non-assessable (except as non-assessability may be affected by the Delaware Limited Liability Company Act); (v) the Registration Statement has become effective under the Act, and, to the knowledge of such other time and date as you may agree; at the Closing Date and each Subsequent Closing Datecounsel, no stop order suspending the effectiveness of the Registration Statement shall have has been issued and no proceeding proceedings for that purpose shall have been initiated instituted or threatened by are pending or contemplated under the commission Act, and all requests for additional the Registration Statement (including the information on the deemed to be part of the Commission shall have been complied with Registration Statement at the time of effectiveness pursuant to Rule 430A(b), if applicable), the Prospectus and each amendment or supplement thereto (except for the financial statements, schedules and other historical or prospective statistical or financial data included therein or information or lack thereof relating to your reasonable satisfaction; (bcovenants and representations made with and to the Company under Section 4 hereof, as to which such counsel need express no opinion) The United States shall comply as to form in all material respects with the requirements of the Act; although such counsel cannot have become engaged in hostilities which resulted guarantee the accuracy or completeness of the statements contained in the declarationRegistration Statement or Prospectus, on nothing has come to such counsel's attention that has led counsel to believe that either the Registration Statement (including the information deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A(b), if applicable) or after the date Prospectus, or the Registration Statement or the Prospectus as amended or supplemented (except as aforesaid), as of this Agreementtheir respective effective or issue dates, contained any untrue statement of a national emergency material fact or war omitted to state a material fact required to be stated therein or necessary to make the effect of which in your reasonable judgment makes it impracticable statements therein not misleading or inadvisable to proceed with that the public offering Prospectus (except as aforesaid) as amended or supplemented, if applicable, as of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Minimum Subscription Date, and each Subsequent Closing Issuance Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of the Effective Date, the Closing Date and each Subsequent Closing Date, if anywill be, as the case may be, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; the statements in the Registration Statement and the Prospectus summarizing statutes, rules and regulations are accurate and fairly and correctly present the information required to be presented by the Act or the Regulations, in all material respects and such counsel does not know of any statutes, rules and regulations required to be described or referred to in the Registration Statement or the Prospectus that are not described or referred to therein as required; and such counsel does not know of any legal or governmental proceedings pending or threatened required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described or filed, as required; (vi) the statements under the captions "Description of Units and LLC Agreement" and "Federal Income Tax Consequences of Owning Our Units" in the Prospectus, insofar as such statements constitute a summary of documents referred to therein or matters of law, except for the statements set forth therein which have been provided to the Company by the Agent or which are derived from information provided to the Company by the Agent (and as to which such counsel need express no opinion), are accurate summaries and fairly and correctly present, in all material respects, the information called for with respect to such documents and matters; (vii) this Agreement and the performance of the Company's obligations hereunder have been duly authorized by all necessary limited liability company action and this Agreement have been duly executed and delivered by and on behalf of the Company, and are legal, valid, and binding agreements of the Company, enforceable in accordance with their respective terms; and no approval, authorization or consent of any public board, agency, or instrumentality of the United States or of any state or other jurisdiction is necessary in connection with the issue or sale of the Units pursuant to this Agreement (other than under the Act, applicable "blue sky" laws and the rules of the NASD) or the consummation by the Partnership Company of any other transactions contemplated hereby; (viii) the execution and performance of this Agreement will not contravene any of the General Partner provisions of, or result in a default under, any agreement, franchise, license, indenture, mortgage, deed of all trust, or other instrument known to such counsel of their obligations hereunder to the Company; or by which its property is bound and which contravention or default would be performed at or prior material to the Effective DateCompany; or violate any of the provisions of the Certificate of Formation or LLC Agreement of the Company or, so far as is known to such counsel, violate any statute, order, rule or regulation of any regulatory or governmental body having jurisdiction over the Company; (ix) to such counsel's knowledge, all offers and sales of the Company's units since the Company's inception were at all relevant times exempt from the registration requirements of the Act and were duly registered or the subject of an available exemption from the registration requirements of the applicable state securities or "blue sky" laws; (x) the Company is not an "investment company" or a person "controlled by" an "investment company" within the meaning of the Investment Company Act; and (xi) the Company has not received a determination from the Internal Revenue Service, but to such counsel's knowledge the Company qualifies for treatment as a partnership for Federal income tax purposes under current interpretations of the Internal Revenue Code of 1986, as amended, and regulations thereunder. In rendering such opinion, such counsel may state that insofar as their opinion under clause (v) above relates to the accuracy and completeness of the Prospectus and Registration Statement, it is based upon a general review with the Company's representatives and independent accountants of the information contained therein, without independent verification by such counsel of the accuracy or completeness of such information. (c) At the Minimum Subscription Closing Date and on each Subsequent Issuance Date thereafter you shall receive a certificate signed by the principal executive officer and principal financial officer of the Company to the effect that (i) the signer has carefully examined the LLC Agreement, the Registration Statement and the Prospectus and, in the signer's opinion, at the time the Registration Statement became effective and at the Minimum Subscription Closing Date and Issuance Date, as the case may be, the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as of its issue date and as of such date, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment of, or supplement to, the Prospectus but which has not been so set forth; (iii) no stop order suspending the effectiveness of the Registration Statement, has been issued and no proceedings therefor have been instituted or threatened by the Commission and not rescinded; (iv) the representations, warranties and agreements contained in Section 1(a) are true and correct in all material respects with the same effect as though expressly made at the Minimum Subscription Closing Date and Issuance Date as the case may be; (v) since the effective date of the Registration Statement, no material adverse change in circumstance has occurred with regard to the transactions described in the Prospectus which should have been set forth in an amendment of, or supplement to, the Prospectus, but which has not been so set forth; (vi) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, no material and unfavorable change, financial or otherwise, in the business, condition or prospects of the Company has occurred or become known; no transaction which is material and unfavorable to the Company has been entered into by the Company; and there has not been any obligation, contingent or otherwise, directly or indirectly incurred by the Company, which is material to the Company, other than such obligations that are incurred in the ordinary course of the Company's business; and (vii) subsequent to the execution and delivery of this Agreement, there has been no change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company, whether or not arising in the ordinary course of business, which is material and adverse to the current or prospective financial condition or results of operations of the Company. (d) At the time the Registration Statement initially becomes effective, you shall have received from Boulay, Heutmaker, Xxxxxx & Co. P.L.L.P. a letter, in form and substance satisfactory to you and your counsel, advising that (i) they are independent public accountants as required by the Act and the Regulations, (ii) it is their opinion that the financial statements of the Company included in the Prospectus, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations relating to financial statements in registration statements on Form SB-2, (iii) based on procedures set forth in such letter nothing has come to their attention which would indicate that the unaudited financial statements and supporting schedules, if any, of the Company included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations, or are not presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the respective audited financial statements of the Company, (iv) based on procedures set forth in such letter nothing has come to their attention which would indicate that during the period from December 31, 2002 to a specified date not more than five business days prior to the date the Registration Statement becomes effective there has been any change in the equity, capital accounts, or short-term or long-term indebtedness of the Company or any decrease in net assets as compared with the amounts shown in their respective balance sheets as of December 31, 2002 included in the Registration Statement, except for changes or decreases that the Registration Statement discloses have occurred or may occur; (v) they have carried out certain procedures, as specified in a draft of such letter approved by you, performed for the purpose of comparing certain financial information and percentages appearing in the Registration Statement, as specified in such draft letter, with indicated amounts in the financial statements or accounting records of the Company and certain of its affiliates and have found such information and percentages to be in agreement with the relevant accounting and financial information of the Company and certain of its affiliates. At the Minimum Subscription Closing Date and each Issuance Date you shall receive from Boulay, Heutmaker, Xxxxxx & Co. P.L.L.P. a letter dated as of the Minimum Subscription Closing Date or Issuance Date to the effect that they reaffirm, as of such date and as though made at such date, the statements made in the letter furnished by such accountants pursuant to Section 6(d), except that the specified date referred to in such subsection will be a date not more than five days prior to the Minimum Subscription Closing Date or such Issuance Date. (e) At the Minimum Subscription Closing Date and at all times through the Offering Termination Date, Xxxxxxxxx & Xxxxxx P.L.L.P. shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and included in the Prospectus as they may reasonably require for the purpose of enabling them to pass upon the sale of the Units as herein contemplated and related proceedings, in order to evidence the accuracy or completeness of any of the representations or warranties or the fulfillment of any of the conditions herein contained and in order to qualify the Units under the securities or "blue sky" laws of the jurisdictions designated by you in accordance with the provisions of Section 3(h); and all actions taken by the Company in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to you. (g) At the Minimum Subscription Closing Date and on each Issuance Date, the qualification of the Units under the specified "blue sky" jurisdictions remain valid.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretionare subject to the accuracy of and compliance with the representations and warranties of the Company, to the conditions (i) that all representations and warranties and other statements performance by the Company of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Registration Statement shall have initially become effective, and you shall, have received notice thereof, effective not later than 10:00 a.m.5:30 P.M., eastern standard Eastern time, on the date of this Agreementhereof, or, with your consent, at a later time and date not later, however, than 5:30 P.M., Eastern time, on the date following the date hereof, or at such other later time and date as you may agreebe approved by you; and at the Initial Closing Date and no stop order suspending the effectiveness thereof shall have been issued under the Act or proceeding therefor initiated or threatened by the Commission and not rescinded. The Shares shall have been approved for listing on the NASDAQ-NMS on notice of issuance. (b) At the Initial Closing Date and each Subsequent Closing Date you shall receive the opinion of Landels, Riplxx & Xiamond LLP, as counsel for the Company, in the form set forth in Exhibit B hereto. (c) At the Initial Closing Date and each Subsequent Closing Date you shall receive a certificate signed by the Company to the effect that (i) the signer has carefully examined the Registration Statement and the Prospectus and, in the signer's opinion, at the time the Registration Statement initially became effective and at the Initial Closing Date and each Subsequent Closing Date, the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) since the initial effective date of the Registration Statement no event has occurred which should have been set forth in an amendment of, or supplement to, the Prospectus but which has not been so set forth; (iii) no stop order suspending the effectiveness of the Registration Statement shall have has been issued and no proceeding for that purpose shall proceedings therefor have been initiated instituted or threatened by the commission Commission and not rescinded; (iv) the representations, warranties and agreements contained in Section l(a) are true and correct in all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed material respects with the public offering of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you same effect as though expressly made at the Effective Date, the Initial Closing Date, Date and each Subsequent Closing Date, if any, certificates ; and (v) since the initial effective date of the Partnership Registration Statement, no material adverse change in circumstance has occurred with regard to the transactions described in any letters of intent contained in the Prospectus which should have been set forth in an amendment of, or supplement to, the Prospectus, but which has not been so set forth, provided, however, that with respect to clauses (i) and (ii) above, such certificate may exclude from its coverage any matters relating to you. (d) At the time the Registration Statement initially becomes effective, you shall have received from Novogradac & Company, LLP a letter, in form and substance satisfactory to you and your counsel, advising that (i) they are independent public accountants as required by the Act and the General Partnerpublished Regulations, reasonably satisfactory (ii) it is their opinion that the financial statements of the Company included in the Prospectus, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations relating to financial statements in registration statements on Form S-11, (iii) based on procedures set forth in such letter nothing has come to their attention which would indicate that during the period from April 30, 1996 to a specified date not more than five business days prior to the date the Registration Statement becomes effective there has been any change in the equity, capital accounts, or short-term or long-term indebtedness of the Company or any decrease in net assets as compared with the amounts shown in the balance sheet as of April 30, 1996, included in the Registration Statement, except for changes or decreases that the Registration Statement discloses have occurred or may occur; (iv) they have carried out certain procedures, as specified in a draft of such letter approved by you, performed for the purpose of comparing certain financial information and percentages appearing in the Registration Statement, as to specified in such draft letter, with indicated amounts in the accuracy financial statements or accounting records of the representations Company and warranties certain of its affiliates and have found such information and percentages to be in agreement with the relevant accounting and financial information of the Partnership Company and certain of its affiliates. At the General Partner herein at and as of the Effective Date, the Initial Closing Date and each Subsequent Closing Date, if anyyou shall receive from Novogradac & Company, LLP a letter dated as of the Closing Date or Subsequent Closing Date to the effect that they reaffirm, as the case may be, of such date and as though made at such date, the statements made in the letter furnished by such accountants pursuant to this subsection (e) of this Section 6, except that the performance by the Partnership and the General Partner of all of their obligations hereunder specified date referred to in such subsection will be performed at or a date not more than five days prior to the Effective Initial Closing Date or Subsequent Closing Date, . (e) At the Initial Closing Date and each Subsequent Closing Date, Landels Riplxx & Xiamond LLP shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and included in the Prospectus as they may reasonably require for the case purpose of enabling them to pass upon the sale of the Securities as herein contemplated and related proceedings, in order to evidence the accuracy or completeness of any of the representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the Company in connection with the sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to you and Stepxxx X. Xxxx & Xssociates. (f) If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Managing Dealer Agreement to be fulfilled, this Managing Dealer Agreement and all your obligations hereunder may bebe canceled by you by notifying the Company of such cancellation in writing or by facsimile or telegram at any time at or prior to the Initial Closing Date, or at any time after the Initial Closing Date, all your obligations hereunder may be canceled or terminated by you by notifying the Company of such cancellation or termination in writing or by telegram at any time at or prior to the Offering Termination Date and any such cancellation or termination shall be without liability of any party to any other party except as otherwise provided in Section 6.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, obligation to purchase and pay for the conditions (i) that all representations and warranties and other statements of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations Firm Securities shall be subject to the following conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agree; at the Closing Date and each Subsequent Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and Company contained herein as of the General Partner herein at date hereof and as of the Effective Date, the Closing Date and each Subsequent Firm Closing Date, as if any, as the case may be, made on and as of the Firm Closing Date, to the accuracy of the statements of the Company's officers made pursuant to the provisions hereof, to the performance by the Partnership Company of its covenants and the General Partner of agreements hereunder, in each case in all of their obligations hereunder to be performed at or prior material respects, and to the Effective Datefollowing additional conditions: (a) You shall have received an opinion, dated the Closing Date and each Subsequent Firm Closing Date, of Snelx & Xilmxx X.X.P., counsel for the Company, dated the Firm Closing Date to the effect that: (i) the Company and each of its subsidiaries listed in Schedule 1 hereto (the "Subsidiaries") have been duly organized and are validly existing as corporations in good standing under the case may be.laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where, to counsel's knowledge, the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified does not or would not have a Material Adverse Effect; (ii) the Company and each of the Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Memorandums, and the Company has the corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued and outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, to counsel's knowledge, are owned by the Company free and clear of any perfected security interests (other than security interests relating to debt described in the Memorandum); (iv) the Company has an authorized, issued and outstanding capitalization as set forth in the Memorandums; all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and, to counsel's knowledge, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by you pursuant to this Agreement, will be validly issued, fully paid and nonassessable;

Conditions of Your Obligations. Your obligations hereunder shall be subjecthereunder, in your discretion, as to the conditions (i) that all representations Shares to be delivered at each Time of Delivery, are subject to the accuracy, when made and warranties and other statements of the Partnership and the General Partner contained in this Agreement are at and as of such Time of Delivery, of the Effective Daterepresentations and warranties of the Company contained herein, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) The If the Company has elected to rely upon Rule 462(b) and, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective, and you shall, have received notice thereof, effective not later than 10:00 a.m.P.M., eastern standard Washington, D.C. time, on the date of this Agreementhereof, or at such other later date and time as shall be consented to in writing by you, and date as you may agreeall filings, if any, required to have been made by such time by Rules 424 and 430A under the Rules and Regulations shall have been timely made; at the Closing Date and each Subsequent Closing Date, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated instituted or, to the knowledge of the Company or you, threatened by the commission Commission, and all requests any request of the Commission for additional information on (to be included in the part of Registration Statement or the Commission Prospectus or otherwise) shall have been complied with to your reasonable satisfaction;. (b) The United States shall not have become engaged in hostilities which resulted in Subsequent to the declaration, on or after the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting the condition, financial or otherwise, business, properties, net worth, or results of a national emergency operations of the Company or war any of its subsidiaries or any Property not contemplated by the effect of which Prospectus which, in your reasonable judgment makes it impracticable opinion, would materially adversely affect the market for the Shares, or inadvisable (ii) any event or development relating to proceed with or involving the public offering Company or the Operating Partnership, or any partner, officer, director or trustee of the Units Company or the Operating Partnership, which makes any statement of a material fact made in the manner contemplated Prospectus untrue or which, in the Prospectus;reasonable opinion of the Company and its counsel or you and your counsel, requires the making of any addition to or change in the Prospectus in order to state a material fact required by the Securities Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in the reasonable opinion of you or your counsel, materially adversely affect the market for the Shares. (c) No domestic or international event or act shall have materially disruptedAll trust and partnership proceedings and other legal matters incident to the authorization, or in the reasonable exercise form and validity of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchangethis Agreement, the American Stock Exchange or Shares, the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixedRegistration Statement and the Prospectus, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchangeall other legal matters relating to this Agreement, the American Stock Exchange or NASDAQ; no banking moratorium Shares, the Registration Statement and the Prospectus and the transactions contemplated hereby and thereby shall have been declared by a state or federal authority; be reasonably satisfactory in all material respects to your counsel, and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership Company shall have furnished or caused to be such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (A) Xxxxxx, Xxxxx & Xxxxxxx LLP shall have furnished to you at its written opinion, as counsel to the Effective DateCompany, the Closing Dateaddressed to you and dated such Time of Delivery, in form and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, substance reasonably satisfactory to you, as to the accuracy effect that: (i) The Company is duly qualified to do business as a foreign entity in Florida, Kansas, Maryland, Michigan, New Jersey, Pennsylvania, South Carolina and Virginia. (ii) The Operating Partnership is validly existing and in good standing as a limited partnership under the laws of the representations Commonwealth of Pennsylvania, is duly qualified to do business as a foreign limited partnership in Florida, Kansas, Maryland, Michigan, Minnesota, New Jersey, North Carolina, South Carolina, Texas, Virginia and warranties Wisconsin, and has the requisite partnership power and authority necessary to own or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement and the Prospectus. The Company is the sole general partner of the Operating Partnership. To the knowledge of such counsel, the Operating Partnership Agreement is in full force and effect, and the General Partner herein at and as aggregate percentage interests of the Effective DateCompany and the limited partners in the Operating Partnership are as set forth in the Prospectus. All of the partnership interests of the Operating Partnership have been duly and validly authorized and issued, were issued in accordance with the Closing Date applicable terms of the Operating Partnership Agreement and each Subsequent Closing Datethe certificate of limited partnership of the Operating Partnership and, if any, as the case may be, and as to the performance knowledge of such counsel, to the extent that such interests are owned by the Partnership Company, are owned by the Company free and clear of any adverse claims as defined in Section 8-302 of the General Partner of all of their obligations hereunder to be performed at or prior to the Effective Date, the Closing Date and each Subsequent Closing Date, as the case may beUniform Commercial Code.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, are subject to the conditions (i) that all accuracy, when made and on the Delivery Date, of the representations and warranties and other statements of the Partnership Company and the General Partner Adviser contained in this Agreement are at herein, to performance by the Company and as the Adviser of their respective obligations hereunder, and to each of the Effective Date, the Closing Date following additional terms and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following conditions: (a) The Registration Statement Prospectus shall have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on been timely filed with the date of this Agreement, or at such other time and date as you may agreeCommission in accordance with Section 5(a); at the Closing Date and each Subsequent Closing Date, no stop stop-order suspending the effectiveness of the Registration Statement or any part thereof or order pursuant to Section 8(e) of the Investment Company Act shall have been issued issued, and no stop-order proceeding or proceeding for that purpose an order pursuant to Section 8(e) of the Investment Company Act shall have been initiated or threatened by the commission and all requests for additional information on the part Commission; any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with to your reasonable satisfaction;with. (b) The United States You shall not have become engaged in hostilities which resulted discovered and disclosed to the Company on or prior to the Delivery Date that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of a fact which, in the declarationopinion of your counsel, on Simpson Thacher & Bartlett, is material or after omits to state a faxx xxxxx, xx xxx oxxxxxx xf such counsel, is material and is required to be stated therein or is necessary to make the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus;statements therein not misleading. (c) No domestic or international event or act All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement and the Stock and the form of the Registration Statement and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby shall have materially disrupted, or be satisfactory in all respects in the reasonable exercise judgment of your opinion will in the immediate future materially disruptcounsel, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixedSimpson Thacher & Bartlett, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium Company shall have been declared by a state or federal authority; furnishxx xx xxxx xxxxsel xxx xxxuments and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner;information that they may reasonably request to enable them to pass upon such matters. (d) The Partnership Company shall have furnished or caused to be you and to Moody's and Fitch, as applicable, a 1940 Act ATP Asset Coveragx Xxxxxficate, an ATP Basic Maintenance Certificate and an Accountant's Certificate (each as defined in the Prospectus) each dated the Delivery Date and in form and substance satisfactory to Moody's and Fitch, as applicable, and reasonably satisfactory xx xxx. (e) Goodwin, Procter & Hoar LLP shall have furnished to you at on the Effective Xxxxxxry Date theix xxinion, as counsel to the Company, addressed to you and dated the Delivery Date, the Closing Date, in form and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably substance satisfactory to you, as to the accuracy effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, is duly qualified to do business and is in good standing as a foreign corporation in the Commonwealth of Massachusetts; and to the best of such counsel's knowledge, the Company has no subsidiaries. (ii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the representations and warranties issued shares of capital stock of the Partnership Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform to the General Partner herein at description thereof contained in the Prospectus. (iii) The shares of the Stock have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and will conform to the description thereof contained in the Prospectus. (iv) There are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the Stock pursuant to any agreement or other outstanding instrument known to such counsel, pursuant to the Company's corporate charter, including the Articles Supplementary, and by-laws and any other agreement or other instrument known to such counsel, except for the restrictions on transfer of the shares of Stock contained in the Auction Agent Agreement. (v) To the best of such counsel's knowledge, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or asset of the Company is the subject which, if determined adversely to the Company are reasonably likely to have a material adverse effect on the consolidated financial position, stockholders' equity, results of operations, business or prospects of the Company; and, to the best of such counsel's knowledge, no such proceedings are threatened by governmental authorities or others. (vi) The Registration Statement is effective under the Acts; any required filing of the Prospectus pursuant to Rule 497 has been made within the time period required by Rule 497; and no stop-order suspending the effectiveness of the Registration Statement or order pursuant to Section 8(e) of the Investment Company Act has been issued and, to the knowledge of such counsel, no proceeding for any such purpose is pending or threatened by the Commission. (vii) The Registration Statement, as of the Effective Date, and the Closing Date and each Subsequent Closing Date, if anyProspectus, as the case may beof its date, and any further amendments or supplements thereto, as of their respective dates, made by the Company prior to the Delivery Date (other than the financial statements and other financial data contained therein, as to which such counsel need express no opinion), complied as to form in all material respects and with the performance requirements of the Acts and the Rules and Regulations. (viii) The statements made in the Prospectus under the captions "Description of Common Stock," "Description of ATP" (including in the statement of additional information), "Auction Procedures" (including in the statement of additional information), "Rating Agency Guidelines -- 'aaa'/AAA Rating," "Rating Agency Guidelines" and "Conversion to Open-End Status and Repurchase of Shares," insofar as they purport to summarize the provisions of documents or agreements specifically referred to therein, fairly present the information called for with respect thereto by Form N-2. (ix) To the best of such counsel's knowledge, there are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Partnership Acts or by the Rules and Regulations which have not been filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules and Regulations. (x) To the best of such counsel's knowledge, the Company is not in default under any material agreement, indenture or instrument to which it is a party or by which its property may be bound or in violation of its corporate charter, including the Articles Supplementary, or by-laws. (xi) This Agreement has been duly authorized, executed and delivered by the Company. The Company Agreements have each been duly authorized, executed and delivered by the Company; each constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (or whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The issue and sale of shares of Stock by the Company and the compliance by the Company with all of the provisions of this Agreement and the Company Agreements and the consummation of the transactions contemplated hereby and thereby will not result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under, any material indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument of which such counsel has knowledge and to which the Company is a party or by which the Company is bound or to which any of the properties or assets of the Company is subject, nor will such actions result in any violation of the provisions of the corporate charter, including the Articles Supplementary, or by-laws of the Company, any Massachusetts or Maryland statute, the Securities Act, the Exchange Act, the Investment Company Act or any order, rule or regulation, of which such counsel has knowledge, of any court or governmental agency or body having jurisdiction over the Company or any of its properties or assets; and except for the registration of the Stock under the Acts and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Stock by you, and the rating agency confirmation required pursuant to Part I, Section 12(c) of the Articles Supplementary, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement or the Company Agreements and the consummation of the transactions contemplated hereby and thereby. (xii) The Company is registered with the Commission under the Investment Company Act as a closed-end, diversified management investment company; all required action has been taken by the Company under the Acts to make the public offering and consummate the sale of the Stock pursuant to this Agreement; the provisions of the corporate charter, including the Articles Supplementary, and by-laws of the Company comply as to form in all material respects with the requirements of the Investment Company Act; the provisions of the corporate charter, including the Articles Supplementary, and by-laws of the Company and the investment policies and restrictions described in the Prospectus under the captions "Investment Objective and Policies" and "Investment Restrictions" comply in all material respects with the requirements of the Investment Company Act. (xiii) The statements contained in the Prospectus under the captions "Taxation" (in both the prospectus and statement of additional information) insofar as they describe federal statutes, rules and regulations, constitute a fair summary thereof. In rendering such opinion, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the Commonwealth of Massachusetts and the General Partner Corporation Law of all the State of their obligations hereunder Maryland and that such counsel is not admitted in the State of Maryland; and (ii) rely (to be performed at or prior the extent such counsel deems proper and specifies in its opinion), as to matters involving the application of the laws of the State of Maryland upon other counsel of good standing, provided that such other counsel is satisfactory to you and furnishes a copy of its opinion to you. Such counsel shall also have furnished to you a statement, addressed to you and dated the Delivery Date, in form and substance satisfactory to the you, to the effect that (x) such counsel has acted as counsel to the Company on a regular basis and has acted as counsel to the Company in connection with the preparation of the Registration Statement, and (y) based on the foregoing, no facts have come to the attention of such counsel which lead it to believe that the Registration Statement, as of the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the Closing Date and each Subsequent Closing Datestatements therein not misleading, as or that the case may beProspectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary, in light of the circumstances under which they were made, in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretionare subject to the accuracy of and compliance with the representations and warranties of the Company, to the conditions (i) that all representations and warranties and other statements performance by the Company of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Registration Statement shall have initially become effective, and you shall, have received notice thereof, effective not later than 10:00 a.m.5:30 P.M., eastern standard Eastern time, on the date of this Agreementhereof, or, with your consent, at a later time and date not later, however, than 5:30 P.M., Eastern time, on the date following the date hereof, or at such other later time and date as you may agreebe approved by you; and at the Initial Closing Date and no stop order suspending the effectiveness thereof shall have been issued under the Act or proceeding therefor initiated or threatened by the Commission and not rescinded. The Shares shall have been approved for listing on the NASDAQ-NMS on notice of issuance. (b) At the Initial Closing Date and each Subsequent Closing Date you shall receive the opinion of Stepxxx X. Xxxx & Xssociates, as counsel for the Company, in the form set forth in Exhibit B hereto. (c) At the Initial Closing Date and each Subsequent Closing Date you shall receive a certificate signed by the Company to the effect that (i) the signer has carefully examined the Registration Statement and the Prospectus and, in the signer's opinion, at the time the Registration Statement initially became effective and at the Initial Closing Date and each Subsequent Closing Date, the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) since the initial effective date of the Registration Statement no event has occurred which should have been set forth in an amendment of, or supplement to, the Prospectus but which has not been so set forth; (iii) no stop order suspending the effectiveness of the Registration Statement shall have has been issued and no proceeding for that purpose shall proceedings therefor have been initiated instituted or threatened by the commission Commission and not rescinded; (iv) the representations, warranties and agreements contained in Section l(a) are true and correct in all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed material respects with the public offering of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you same effect as though expressly made at the Effective Date, the Initial Closing Date, Date and each Subsequent Closing Date, if any, certificates ; and (v) since the initial effective date of the Partnership Registration Statement, no material adverse change in circumstance has occurred with regard to the transactions described in any letters of intent contained in the Prospectus which should have been set forth in an amendment of, or supplement to, the Prospectus, but which has not been so set forth, provided, however, that with respect to clauses (i) and (ii) above, such certificate may exclude from its coverage any matters relating to you. (d) At the time the Registration Statement initially becomes effective, you shall have received from Novogradac & Company, LLP a letter, in form and substance satisfactory to you and your counsel, advising that (i) they are independent public accountants as required by the Act and the General Partnerpublished Regulations, reasonably satisfactory (ii) it is their 110 9 opinion that the financial statements of the Company included in the Prospectus, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations relating to financial statements in registration statements on Form S-11, (iii) based on procedures set forth in such letter nothing has come to their attention which would indicate that during the period from April 30, 1996 to a specified date not more than five business days prior to the date the Registration Statement becomes effective there has been any change in the equity, capital accounts, or short-term or long-term indebtedness of the Company or any decrease in net assets as compared with the amounts shown in the balance sheet as of April 30, 1996, included in the Registration Statement, except for changes or decreases that the Registration Statement discloses have occurred or may occur; (iv) they have carried out certain procedures, as specified in a draft of such letter approved by you, performed for the purpose of comparing certain financial information and percentages appearing in the Registration Statement, as to specified in such draft letter, with indicated amounts in the accuracy financial statements or accounting records of the representations Company and warranties certain of its affiliates and have found such information and percentages to be in agreement with the relevant accounting and financial information of the Partnership Company and certain of its affiliates. At the General Partner herein at and as of the Effective Date, the Initial Closing Date and each Subsequent Closing Date, if anyyou shall receive from Novogradac & Company, LLP a letter dated as of the Closing Date or Subsequent Closing Date to the effect that they reaffirm, as the case may be, of such date and as though made at such date, the statements made in the letter furnished by such accountants pursuant to this subsection (e) of this Section 6, except that the performance by the Partnership and the General Partner of all of their obligations hereunder specified date referred to in such subsection will be performed at or a date not more than five days prior to the Effective Initial Closing Date or Subsequent Closing Date, . (e) At the Initial Closing Date and each Subsequent Closing Date, Stepxxx X. Xxxx & Xssociates shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and included in the Prospectus as they may reasonably require for the case purpose of enabling them to pass upon the sale of the Securities as herein contemplated and related proceedings, in order to evidence the accuracy or completeness of any of the representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the Company in connection with the sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to you and Stepxxx X. Xxxx & Xssociates. (f) If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Managing Dealer Agreement to be fulfilled, this Managing Dealer Agreement and all your obligations hereunder may bebe canceled by you by notifying the Company of such cancellation in writing or by facsimile or telegram at any time at or prior to the Initial Closing Date, or at any time after the Initial Closing Date, all your obligations hereunder may be canceled or terminated by you by notifying the Company of such cancellation or termination in writing or by telegram at any time at or prior to the Offering Termination Date and any such cancellation or termination shall be without liability of any party to any other party except as otherwise provided in Section 6.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretionare subject to the accuracy of and compliance with the representations and warranties of the Company, to the conditions (i) that all representations and warranties and other statements performance by the Company of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, effective not later than 10:00 a.m.5:30 P.M., eastern standard Eastern time, on the date hereof, or, with your consent, at a later time and date not later, however, than 5:30 P.M., Eastern time, on the business day following the date hereof; and at the Minimum Subscription Closing Date and Issuance Date no stop order suspending the effectiveness thereof shall have been issued under the Act or proceeding therefor initiated or threatened by the Commission and not rescinded. (b) At the Minimum Subscription Closing Date and on each Issuance Date thereafter, you shall receive the opinion of Xxxxxxxxx & Xxxxxx P.L.L.P., as counsel for the Company, to the effect that: (i) the Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus; and the Company has been duly qualified to do business as a foreign limited liability company under the limited liability company law of, and is in good standing as such in, every jurisdiction where the ownership or leasing of property, or the conduct of its business requires such qualification except where the failure so to qualify would not have a Material Adverse Effect; (ii) the authorized equity of the Company, of which there is outstanding the amount set forth in the Registration Statement and Prospectus, conforms as to legal matters in all material respects to the description thereof in the Registration Statement and Prospectus; (iii) the issued and outstanding equity of the Company has been duly authorized and validly issued and is fully paid and non-assessable; (iv) the certificates for the Units to be delivered hereunder are in due and proper form, and when duly countersigned by the Company's transfer agent and delivered to you or upon your order against payment of the agreed consideration therefor in accordance with the provisions of this Agreement, or at the Units represented thereby will be duly authorized and validly issued, fully paid and non-assessable; (v) the Registration Statement has become effective under the Act, and, to the knowledge of such other time and date as you may agree; at the Closing Date and each Subsequent Closing Datecounsel, no stop order suspending the effectiveness of the Registration Statement shall have has been issued and no proceeding proceedings for that purpose shall have been initiated instituted or threatened by are pending or contemplated under the commission Act, and all requests for additional the Registration Statement (including the information on the deemed to be part of the Commission shall have been complied Registration Statement at the time of effectiveness pursuant to Rule 430A(b), if applicable), the Prospectus and each amendment or supplement thereto (except for the financial statements, schedules and other historical or prospective statistical or financial data included therein as to which such counsel need express no opinion) comply as to form in all material respects with to your reasonable satisfaction; (b) The United States shall the requirements of the Act; although such counsel cannot have become engaged in hostilities which resulted guarantee the accuracy or completeness of the statements contained in the declarationRegistration Statement or Prospectus, on nothing has come to such counsel's attention that has led counsel to believe that either the Registration Statement (including the information deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A(b), if applicable) or after the date Prospectus, or the Registration Statement or the Prospectus as amended or supplemented (except as aforesaid), as of this Agreementtheir respective effective or issue dates, contained any untrue statement of a national emergency material fact or war omitted to state a material fact required to be stated therein or necessary to make the effect of which in your reasonable judgment makes it impracticable statements therein not misleading or inadvisable to proceed with that the public offering Prospectus (except as aforesaid) as amended or supplemented, if applicable, as of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Minimum Subscription Date, and each Subsequent Closing Issuance Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of the Effective Date, the Closing Date and each Subsequent Closing Date, if anywill be, as the case may be, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; the statements in the Registration Statement and the Prospectus summarizing statutes, rules and regulations are accurate and fairly and correctly present the information required to be presented by the Act or the Regulations, in all material respects and such counsel does not know of any statutes, rules and regulations required to be described or referred to in the Registration Statement or the Prospectus that are not described or referred to therein as required; and such counsel does not know of any legal or governmental proceedings pending or threatened required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described or filed, as required; (vi) the statements under the captions "Description of Units and First Amended and Restated Limited Liability Company Agreement," "Federal Income Tax Consequences of Owning Our Units" and "Plan of Distribution," in the Prospectus, insofar as such statements constitute a summary of documents referred to therein or matters of law, are accurate summaries and fairly and correctly present, in all material respects, the information called for with respect to such documents and matters; (vii) this Agreement and the performance of the Company's obligations hereunder have been duly authorized by all necessary limited liability company action and this Agreement have been duly executed and delivered by and on behalf of the Company, and are legal, valid, and binding agreements of the Company, enforceable in accordance with their respective terms; and no approval, authorization or consent of any public board, agency, or instrumentality of the United States or of any state or other jurisdiction is necessary in connection with the issue or sale of the Units pursuant to this Agreement (other than under the Act, applicable "blue sky" laws and the rules of the NASD) or the consummation by the Partnership Company of any other transactions contemplated hereby; (viii) the execution and performance of this Agreement will not contravene any of the General Partner provisions of, or result in a default under, any agreement, franchise, license, indenture, mortgage, deed of all trust, or other instrument known to such counsel of their obligations hereunder to the Company; or by which its property is bound and which contravention or default would be performed at or prior material to the Effective DateCompany; or violate any of the provisions of the Certificate of Formation or LLC Agreement of the Company or, so far as is known to such counsel, violate any statute, order, rule or regulation of any regulatory or governmental body having jurisdiction over the Company; (ix) to such counsel's knowledge, all offers and sales of the Company's units since the Company's inception were at all relevant times exempt from the registration requirements of the Act and were duly registered or the subject of an available exemption from the registration requirements of the applicable state securities or "blue sky" laws; (x) the Company is not an "investment company" or a person "controlled by" an "investment company" within the meaning of the Investment Company Act; and (xi) the Company has not received a determination from the Internal Revenue Service, but to such counsel's knowledge the Company qualifies for treatment as a partnership for Federal income tax purposes under current interpretations of the Internal Revenue Code of 1986, as amended, and regulations thereunder. In rendering such opinion, such counsel may state that insofar as their opinion under clause (v) above relates to the accuracy and completeness of the Prospectus and Registration Statement, it is based upon a general review with the Company's representatives and independent accountants of the information contained therein, without independent verification by such counsel of the accuracy or completeness of such information. (c) At the Minimum Subscription Closing Date and on each Subsequent Issuance Date thereafter you shall receive a certificate signed by the principal executive officer and principal financial officer of the Company to the effect that (i) the signer has carefully examined the LLC Agreement, the Registration Statement and the Prospectus and, in the signer's opinion, at the time the Registration Statement became effective and at the Minimum Subscription Closing Date and Issuance Date, as the case may be, the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as of its issue date and as of such date, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment of, or supplement to, the Prospectus but which has not been so set forth; (iii) no stop order suspending the effectiveness of the Registration Statement, has been issued and no proceedings therefor have been instituted or threatened by the Commission and not rescinded; (iv) the representations, warranties and agreements contained in Section 1(a) are true and correct in all material respects with the same effect as though expressly made at the Minimum Subscription Closing Date and Issuance Date as the case may be; (v) since the effective date of the Registration Statement, no material adverse change in circumstance has occurred with regard to the transactions described in the Prospectus which should have been set forth in an amendment of, or supplement to, the Prospectus, but which has not been so set forth; (vi) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, no material and unfavorable change, financial or otherwise, in the business, condition or prospects of the Company has occurred or become known; no transaction which is material and unfavorable to the Company has been entered into by the Company; and there has not been any obligation, contingent or otherwise, directly or indirectly incurred by the Company, which is material to the Company, other than such obligations that are incurred in the ordinary course of the Company's business; and (vii) subsequent to the execution and delivery of this Agreement, there has been no change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company, whether or not arising in the ordinary course of business, which is material and adverse to the current or prospective financial condition or results of operations of the Company. (d) At the time the Registration Statement initially becomes effective, you shall have received from Boulay, Heutmaker, Xxxxxx & Co. P.L.L.P. a letter, in form and substance satisfactory to you and your counsel, advising that (i) they are independent public accountants as required by the Act and the Regulations, (ii) it is their opinion that the financial statements of the Company included in the Prospectus, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations relating to financial statements in registration statements on Form SB-2, (iii) based on procedures set forth in such letter nothing has come to their attention which would indicate that the unaudited financial statements and supporting schedules, if any, of the Company included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations, or are not presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the respective audited financial statements of the Company, (iv) based on procedures set forth in such letter nothing has come to their attention which would indicate that during the period from April 30, 2002 to a specified date not more than five business days prior to the date the Registration Statement becomes effective there has been any change in the equity, capital accounts, or short-term or long-term indebtedness of the Company or any decrease in net assets as compared with the amounts shown in their respective balance sheets as of April 30, 2002 included in the Registration Statement, except for changes or decreases that the Registration Statement discloses have occurred or may occur; (v) they have carried out certain procedures, as specified in a draft of such letter approved by you, performed for the purpose of comparing certain financial information and percentages appearing in the Registration Statement, as specified in such draft letter, with indicated amounts in the financial statements or accounting records of the Company and certain of its affiliates and have found such information and percentages to be in agreement with the relevant accounting and financial information of the Company and certain of its affiliates. At the Minimum Subscription Closing Date and each Issuance Date you shall receive from Boulay, Heutmaker, Xxxxxx & Co. P.L.L.P. a letter dated as of the Minimum Subscription Closing Date or Issuance Date to the effect that they reaffirm, as of such date and as though made at such date, the statements made in the letter furnished by such accountants pursuant to Section 6(d), except that the specified date referred to in such subsection will be a date not more than five days prior to the Minimum Subscription Closing Date or such Issuance Date. (e) At the Minimum Subscription Closing Date and at all times through the Offering Termination Date, Xxxxxxxxx & Xxxxxx P.L.L.P. shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and included in the Prospectus as they may reasonably require for the purpose of enabling them to pass upon the sale of the Units as herein contemplated and related proceedings, in order to evidence the accuracy or completeness of any of the representations or warranties or the fulfillment of any of the conditions herein contained and in order to qualify the Units under the securities or "blue sky" laws of the jurisdictions designated by you in accordance with the provisions of Section 3(h); and all actions taken by the Company in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to you.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, In addition to the conditions (i) that all representations execution and warranties and other statements ------------------------------ delivery of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In additionPrice Determination Agreement, your obligations shall be hereunder are subject to the following conditions: (a) The Registration Statement Prospectus shall have become effective, been filed as required by Section 3(a) and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agree; at the Closing Date and each Subsequent Closing Date, (i) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated be pending or threatened by the commission Commission, (ii) no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and all requests no proceeding for such purpose shall be pending before or threatened or contem plated by the Commission or the authorities of any such jurisdiction, (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been complied with to your reasonable satisfaction;the satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to you and you did not object thereto in good faith, and you shall have received certificates, dated the Closing Date and the Option Closing Date and signed by the Chief Executive Officer or the Chairman of the Board of Directors of the Company and the Chief Financial Officer of the Company (who may, as to proceedings threatened, rely upon the best of their information and belief), to the effect of clauses (i), (ii) and (iii). (b) The United States Since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have become engaged in hostilities which resulted been a material adverse change in the declarationgeneral affairs, on business, business prospects, properties, management, condition (financial or after otherwise) or results of operations of the date Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of this Agreementbusiness, in each case other than as set forth in or contemplated by the Registration Statement and the Prospectus and (ii) neither the Company nor any of a national emergency its subsidiaries shall have sustained any material loss or war interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the effect of which Registration Statement and the Prospectus, if in your reasonable judgment any such development makes it impracticable or inadvisable to proceed with consummate the sale and delivery of the Shares by you at the public offering of the Units in the manner contemplated in the Prospectus;price. (c) No domestic or international event or act shall have materially disrupted, or Since the respective dates as of which information is given in the reasonable exercise of your opinion will in Registration Statement and the immediate future materially disruptProspectus, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no litigation or other development having proceeding instituted against the Company or any of its subsidiaries or any of their respective officers or directors in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would materially and adversely affect the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a materially adverse impact on the Partnership or the General Partner;whole. (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy Each of the representations and warranties of the Partnership Company contained herein shall be true and correct in all material respects at the General Partner Closing Date and, with respect to the Option Shares, at the Option Closing Date, as if made at the Closing Date and, with respect to the Option Shares, at the Option Closing Date, and all covenants and agreements contained herein at and as to be performed on the part of the Effective Company and all conditions contained herein to be fulfilled or complied with by the Company at or prior to the Closing Date and, with respect to the Option Shares, at or prior to the Option Closing Date, shall have been duly performed, fulfilled or complied with. (e) You shall have received one or more opinions, dated the Closing Date and, with respect to the Option Shares, the Option Closing Date, satisfactory in form and substance to your counsel, from Xxxxxxx, Procter & Xxxx LLP, counsel to the Company, to the effect set forth in Exhibit D. --------- (f) You shall have received an opinion, dated the Closing Date and each Subsequent the Option Closing Date, if anyfrom O'Melveny & Xxxxx LLP, your counsel, with respect to the Registration Statement, the Prospectus and this Agreement, which opinion shall be satisfactory in all respects to you. (g) Concurrently with the execution and delivery of this Agreement, the Accountants shall have furnished to you a letter, dated the date of its delivery, addressed to you and in form and substance satisfactory to you, confirming that they are independent accountants with respect to the Company as required by the Act and the Rules and Regulations and with respect to the financial and other statistical and numerical information contained in the Registration Statement or incorporated by reference therein. At the Closing Date and, as to the Option Shares, the Option Closing Date, the Accountants shall have furnished to you a letter, dated the date of its delivery, which shall confirm, on the basis of a review in accordance with the procedures set forth in the letter from the Accountants, that nothing has come to their attention during the period from the date of the letter referred to in the prior sentence to a date (specified in the letter) not more than three days prior to the Closing Date and the Option Closing Date which would require any change in their letter dated the date hereof if it were required to be dated and delivered at the Closing Date and the Option Closing Date. (h) Concurrently with the execution and delivery of this Agreement and at the Closing Date and, as to the Option Shares, the Option Closing Date, there shall be furnished to you an accurate certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to you, to the effect that: (i) Each signer of such certificate has carefully examined the Registration Statement and the Prospectus (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus) and (A) as of the date of such certificate, such documents are true and correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not untrue or misleading and (B) in the case may beof the certificate delivered at the Closing Date and the Option Closing Date, no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein not untrue or misleading in any material respect and there has been no document required to be filed under the Exchange Act and the Exchange Act Rules and Regulations that upon such filing would be deemed to be incorporated by reference into the Prospectus that has not been so filed. (ii) Each of the representations and warranties of the Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all material respects. (iii) Each of the covenants required to be performed by the Company herein on or prior to the delivery of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the date of such certificate has been duly, timely and fully complied with. (i) The Shares shall be qualified for sale in such states as you may reasonably request, each such qualification shall be in effect and not subject to any stop order or other proceeding on the Closing Date and the Option Closing Date. (j) On or prior to the Closing Date, the Underwriters shall have received the executed agreements referred to in Section 4(n). (k) The Company shall have furnished to you such certificates, in addition to those specifically mentioned herein, as you may have reasonably requested as to the accuracy and completeness at the Closing Date and the Option Closing Date of any statement in the Registration Statement or the Prospectus or any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, as to the accuracy at the Closing Date and the Option Closing Date of the representations and warranties of the Company herein, as to the performance by the Partnership and the General Partner Company of all of their its obligations hereunder to be performed at hereunder, or prior as to the Effective Date, fulfillment of the Closing Date conditions concurrent and each Subsequent Closing Date, as the case may beprecedent to your obligations hereunder.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, subject to the conditions (i) that all continuing accuracy of the representations and warranties and other statements of the Partnership and Company herein as of the General Partner contained in this Agreement are at date hereof and as of the Effective Date, the each Closing Date as if they had been made on and as of each Subsequent Closing Date; the accuracy on and as of each Closing Date true and correct and (ii) that of the Partnership statements of officers of the Company made pursuant to the provisions hereof; and the General Partner shall have performed all performance by the Company on and as of their each Closing Date of its covenants and obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Notification that the Registration Statement has become effective and that the Prospectus has been filed with the Commission on a timely basis pursuant to Rule 424(b) under the Act shall have become effective, and you shall, have be received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agreeby you; at the Closing Date and each Subsequent Closing Date, no (b) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated be pending or threatened contemplated by the commission Commission; and all requests for additional information on you shall have received a certificate, dated as of each Closing Date and signed by the part Chairman or President of the Commission shall have been complied with Company (who may, as to your reasonable satisfaction; proceedings contemplated, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (bg) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the ProspectusSection 7; (c) No domestic or international event or act At each of the Closing Dates you shall have materially disruptedreceived a certificate of the Company signed by the principal executive officer and by the chief financial or chief accounting officer of the Company, or in dated as of each Closing Date to the reasonable exercise effect that each of your opinion will in such persons has examined the immediate future materially disrupt, securities markets; trading on the New York Stock ExchangeRegistration Statement, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixedProspectus, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchangethis Agreement, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner;that: (di) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership Company in this Agreement are true and the General Partner herein at correct, as if made on and as of the Effective Date, the Closing Date and each Subsequent Closing Date, if any, as the case may be, Company has complied with all agreements and as to the performance by the Partnership covenants and the General Partner of satisfied all of their obligations hereunder conditions contained in this Agreement on its part to be performed or satisfied at or prior to the Effective Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best of each of such person's knowledge after due inquiry, are contemplated or threatened under the Act; (iii) the Registration Statement and the Prospectus and, if any, each amendment and each supplement thereto, contain all statements and information required to be included therein, and none of the Registration Statement, the Closing Date Prospectus or any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and each Subsequent none of the Preliminary Prospectus or any supplement thereto included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus: (a) neither the Company nor any of the Subsidiaries has incurred up to and including the Closing Date, other than in the ordinary course of its business, any material liabilities or obligations, direct or contingent (except as otherwise contemplated in subclause (d) of this clause (iv)); (b) neither the case may beCompany nor any of the Subsidiaries has paid or declared any dividends or other distributions on its capital stock; (c) neither the Company nor any of the Subsidiaries has entered into any material transactions not in the ordinary course of business; (d) neither the Company nor any of the Subsidiaries has sustained any material loss or damage to its property or assets, whether or not insured; (e) there is no material litigation which is pending or, to the best of the Company's knowledge, threatened against the Company, any of the Subsidiaries or any affiliated party of any of the foregoing which is required to be set forth in an amended or supplemented Prospectus which has not been set forth; and (f) there has occurred no event required to be set forth in an amended or supplemented Prospectus which has not been set forth.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretionare subject to the accuracy of and compliance with the representations and warranties of the Company, to the conditions (i) that all representations and warranties and other statements performance by the Company of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, effective not later than 10:00 a.m.5:30 P.M., eastern standard Eastern time, on the date hereof, or, with your consent, at a later time and date not later, however, than 5:30 P.M., Eastern time, on the business day following the date hereof; and at the Minimum Subscription Closing Date and Issuance Date no stop order suspending the effectiveness thereof shall have been issued under the Act or proceeding therefor initiated or threatened by the Commission and not rescinded. (b) At the Minimum Subscription Closing Date and on each Issuance Date thereafter, you shall receive the opinion of Xxxxxxxxx & Xxxxxx P.L.L.P., as counsel for the Company, to the effect that: (i) the Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus; and the Company has been duly qualified to do business as a foreign limited liability company under the limited liability company law of, and is in good standing as such in, every jurisdiction where the ownership or leasing of property, or the conduct of its business requires such qualification except where the failure so to qualify would not have a Material Adverse Effect; (ii) the authorized equity of the Company, of which there is outstanding the amount set forth in the Registration Statement and Prospectus, conforms as to legal matters in all material respects to the description thereof in the Registration Statement and Prospectus; (iii) the issued and outstanding equity of the Company has been duly authorized and validly issued and is fully paid and non-assessable; (iv) the certificates for the Units to be delivered hereunder are in due and proper form, and when duly countersigned by the Company’s transfer agent and delivered to you or upon your order against payment of the agreed consideration therefor in accordance with the provisions of this Agreement, or at the Units represented thereby will be duly authorized and validly issued, fully paid and non-assessable; (v) the Registration Statement has become effective under the Act, and, to the knowledge of such other time and date as you may agree; at the Closing Date and each Subsequent Closing Datecounsel, no stop order suspending the effectiveness of the Registration Statement shall have has been issued and no proceeding proceedings for that purpose shall have been initiated instituted or threatened by are pending or contemplated under the commission Act, and all requests for additional the Registration Statement (including the information on the deemed to be part of the Commission shall have been complied Registration Statement at the time of effectiveness pursuant to Rule 430A(b), if applicable), the Prospectus and each amendment or supplement thereto (except for the financial statements, schedules and other historical or prospective statistical or financial data included therein as to which such counsel need express no opinion) comply as to form in all material respects with to your reasonable satisfaction; (b) The United States shall the requirements of the Act; although such counsel cannot have become engaged in hostilities which resulted guarantee the accuracy or completeness of the statements contained in the declarationRegistration Statement or Prospectus, on nothing has come to such counsel’s attention that has led counsel to believe that either the Registration Statement (including the information deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A(b), if applicable) or after the date Prospectus, or the Registration Statement or the Prospectus as amended or supplemented (except as aforesaid), as of this Agreementtheir respective effective or issue dates, contained any untrue statement of a national emergency material fact or war omitted to state a material fact required to be stated therein or necessary to make the effect of which in your reasonable judgment makes it impracticable statements therein not misleading or inadvisable to proceed with that the public offering Prospectus (except as aforesaid) as amended or supplemented, if applicable, as of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Minimum Subscription Date, and each Subsequent Closing Issuance Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of the Effective Date, the Closing Date and each Subsequent Closing Date, if anywill be, as the case may be, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; the statements in the Registration Statement and the Prospectus summarizing statutes, rules and regulations are accurate and fairly and correctly present the information required to be presented by the Act or the Regulations, in all material respects and such counsel does not know of any statutes, rules and regulations required to be described or referred to in the Registration Statement or the Prospectus that are not described or referred to therein as required; and such counsel does not know of any legal or governmental proceedings pending or threatened required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described or filed, as required; (vi) the statements under the captions “Description of Units and First Amended and Restated Limited Liability Company Agreement,” “Federal Income Tax Consequences of Owning Our Units” and “Plan of Distribution,” in the Prospectus, insofar as such state­ments constitute a summary of documents referred to therein or matters of law, are accurate summaries and fairly and correctly present, in all material respects, the information called for with respect to such documents and matters; (vii) this Agreement and the performance of the Company’s obligations hereunder have been duly authorized by all necessary limited liability company action and this Agreement have been duly executed and delivered by and on behalf of the Company, and are legal, valid, and binding agreements of the Company, enforceable in accordance with their respective terms; and no approval, authorization or consent of any public board, agency, or instrumentality of the United States or of any state or other jurisdiction is necessary in connection with the issue or sale of the Units pursuant to this Agreement (other than under the Act, applicable “blue sky” laws and the rules of the NASD) or the consummation by the Partnership Company of any other transactions contemplated hereby; (viii) the execution and performance of this Agreement will not contravene any of the General Partner provisions of, or result in a default under, any agreement, franchise, license, indenture, mortgage, deed of all trust, or other instrument known to such counsel of their obligations hereunder to the Company; or by which its property is bound and which contravention or default would be performed at or prior material to the Effective DateCompany; or violate any of the provisions of the Certificate of Formation or LLC Agreement of the Company or, so far as is known to such counsel, violate any statute, order, rule or regulation of any regulatory or governmental body having jurisdiction over the Company; (ix) to such counsel’s knowledge, all offers and sales of the Company’s units since the Company’s inception were at all relevant times exempt from the registration requirements of the Act and were duly registered or the subject of an available exemption from the registration requirements of the applicable state securities or “blue sky” laws; (x) the Company is not an “investment company” or a person “controlled by” an “investment company” within the meaning of the Investment Company Act; and (xi) the Company has not received a determination from the Internal Revenue Service, but to such counsel’s knowledge the Company qualifies for treatment as a partnership for Federal income tax purposes under current interpretations of the Internal Revenue Code of 1986, as amended, and regulations thereunder. In rendering such opinion, such counsel may state that insofar as their opinion under clause (v) above relates to the accuracy and completeness of the Prospectus and Registration Statement, it is based upon a general review with the Company’s representatives and independent accountants of the information contained therein, without independent verification by such counsel of the accuracy or completeness of such information. (c) At the Minimum Subscription Closing Date and on each Subsequent Issuance Date thereafter you shall receive a certificate signed by the principal executive officer and principal financial officer of the Company to the effect that (i) the signer has carefully examined the LLC Agreement, the Registration Statement and the Prospectus and, in the signer’s opinion, at the time the Registration Statement became effective and at the Minimum Subscription Closing Date and Issuance Date, as the case may be, the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as of its issue date and as of such date, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment of, or supplement to, the Prospectus but which has not been so set forth; (iii) no stop order suspending the effectiveness of the Registration Statement, has been issued and no proceedings therefor have been instituted or threatened by the Commission and not rescinded; (iv) the representations, warranties and agreements contained in Section 1(a) are true and correct in all material respects with the same effect as though expressly made at the Minimum Subscription Closing Date and Issuance Date as the case may be; (v) since the effective date of the Registration Statement, no material adverse change in circumstance has occurred with regard to the transactions described in the Prospectus which should have been set forth in an amendment of, or supplement to, the Prospectus, but which has not been so set forth; (vi) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, no material and unfavorable change, financial or otherwise, in the business, condition or prospects of the Company has occurred or become known; no transaction which is material and unfavorable to the Company has been entered into by the Company; and there has not been any obligation, contingent or otherwise, directly or indirectly incurred by the Company, which is material to the Company, other than such obligations that are incurred in the ordinary course of the Company’s business; and (vii) subsequent to the execution and delivery of this Agreement, there has been no change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company, whether or not arising in the ordinary course of business, which is material and adverse to the current or prospective financial condition or results of operations of the Company. (d) At the time the Registration Statement initially becomes effective, you shall have received from Boulay, Heutmaker, Xxxxxx & Co. P.L.L.P. a letter, in form and substance satisfactory to you and your counsel, advising that (i) they are independent public accountants as required by the Act and the Regulations, (ii) it is their opinion that the financial statements of the Company included in the Prospectus, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations relating to financial statements in registration statements on Form SB-2, (iii) based on procedures set forth in such letter nothing has come to their attention which would indicate that the unaudited financial statements and supporting schedules, if any, of the Company included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations, or are not presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the respective audited financial statements of the Company, (iv) based on procedures set forth in such letter nothing has come to their attention which would indicate that during the period from April 30, 2002 to a specified date not more than five business days prior to the date the Registration Statement becomes effective there has been any change in the equity, capital accounts, or short-term or long-term indebtedness of the Company or any decrease in net assets as compared with the amounts shown in their respective balance sheets as of April 30, 2002 included in the Registration Statement, except for changes or decreases that the Registration Statement discloses have occurred or may occur; (v) they have carried out certain procedures, as specified in a draft of such letter approved by you, performed for the purpose of comparing certain financial information and percentages appearing in the Registration Statement, as specified in such draft letter, with indicated amounts in the financial statements or accounting records of the Company and certain of its affiliates and have found such information and percentages to be in agreement with the relevant accounting and financial information of the Company and certain of its affiliates. At the Minimum Subscription Closing Date and each Issuance Date you shall receive from Boulay, Heutmaker, Xxxxxx & Co. P.L.L.P. a letter dated as of the Minimum Subscription Closing Date or Issuance Date to the effect that they reaffirm, as of such date and as though made at such date, the statements made in the letter furnished by such accountants pursuant to Section 6(d), except that the specified date referred to in such subsection will be a date not more than five days prior to the Minimum Subscription Closing Date or such Issuance Date. (e) At the Minimum Subscription Closing Date and at all times through the Offering Termination Date, Xxxxxxxxx & Xxxxxx P.L.L.P. shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and included in the Prospectus as they may reasonably require for the purpose of enabling them to pass upon the sale of the Units as herein contemplated and related proceedings, in order to evidence the accuracy or completeness of any of the representations or warranties or the fulfillment of any of the conditions herein contained and in order to qualify the Units under the securities or “blue sky” laws of the jurisdictions designated by you in accordance with the provisions of Section 3(h); and all actions taken by the Company in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to you. (g) At the Minimum Subscription Closing Date and on each Issuance Date, the qualification of the Units under the specified “blue sky” jurisdictions remain valid.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretionare subject to the accuracy of and compliance with the representations and warranties of Company, to the conditions (i) that all representations and warranties and other statements performance by the Company of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on At the date of this Agreement, or at such other time and date as you may agree; at the Minimum Subscription Closing Date and on each Subsequent Closing DateAdditional Issuance Date thereafter you shall receive the opinion of Clark, no stop order suspending Wilson, as counsel for the effectiveness of Company, in the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;form set forth in Exhibit B hereto. (b) The United States shall not have become engaged in hostilities which resulted in At the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of the Effective Date, the Minimum Subscription Closing Date and on each Subsequent Additional Issuance Date thereafter you shall receive a certificate signed by the Company to the effect that (i) the signer has carefully examined the Memorandum and, in the signer's opinion, at the time the Memorandum was dated and at the Minimum Subscription Closing Date and Additional Issuance Date, if any, as the case may be, the Memorandum did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Memorandum did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) since the date of the Memorandum no event has occurred which should have been set forth in an amendment of, or supplement to, the Memorandum but which has not been so set forth; (iii) no proceedings have been instituted or threatened by the Commission or any state securities administrator preventing, suspending or stopping the offer or sale of the Units and not rescinded; (iv) the representations, warranties and agreements contained in Section 1(a) are true and correct in all material respects with the same effect as though expressly made at the Minimum Subscription Closing Date and Additional Issuance Date as the case may be; and (v) since the date of the Memorandum, no material adverse change in circumstance has occurred with regard to the transactions described in any letters of intent described in the Memorandum which should have been set forth in an amendment of, or supplement to, the Memorandum, but which has not been so set forth, provided, however, that with respect to clauses (i) and (ii) above, such certificate may exclude from its coverage any matters relating to you. (c) At the time the Memorandum is dated, you shall have received from Xxxxxx, Xxxxxxxx a letter, in form and substance satisfactory to you and your counsel, advising that (i) they are independent public accountants as required by the Act and the published Regulations, (ii) it is their opinion that the audited financial statements of the Company for the year ended December 31, 2002 included in the Memorandum or incorporated therein by reference to the Annual Report, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations relating to financial statements in registration statements on Form 10-KSB. At the Minimum Subscription Closing Date and on each Additional Issuance Date you shall receive from Xxxxx, Xxxxxx a letter dated as of the Minimum Subscription Closing Date or such Additional Issuance Date to the effect that they reaffirm, as of such date and as though made at such date, the statements made in the letter furnished by such accountants pursuant to subsection (c) of this Section 6, except that the specified date referred to in such subsection will be a date not more than five days prior to the performance Minimum Subscription Closing Date or such Additional Issuance Date. (d) No order suspending the sale of the Units in any jurisdiction designated by you shall have been issued on either the Partnership Minimum Subscription Closing Date or the relevant Additional Issuance Date, if any, and no proceedings for that purpose shall have been instituted or shall be contemplated. (e) If any of the General Partner of conditions specified in this Section 6 shall not have been fulfilled when and as required by this Managing Dealer Agreement to be fulfilled, this Managing Dealer Agreement and all of their your obligations hereunder to may be performed cancelled by you by notifying the Company of such cancellation in writing or by telegram at any time at or prior to the Effective Date, the Closing Date and each Subsequent Minimum Subscription Closing Date, or at any time after the Minimum Subscription Closing Date, all your obligations hereunder may be cancelled or terminated by you by notifying the Company of such cancellation or termination in writing or by telegram at any time at or prior to the Offering Termination Date and any such cancellation or termination shall be without liability of any party to any other party except for the break-up fee as the case may beotherwise provided in Section 5.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, are subject to the conditions accuracy in all material respects at and (iexcept as otherwise stated herein) that all representations and warranties and other statements as of the Partnership date hereof and the General Partner contained in this Agreement are at and as of the Effective Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following additional conditions: (a) The Registration Statement You shall not have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agree; at stated in writing prior to the Closing Date and each Subsequent Closing Dateto the Company that the Memorandum, no stop order suspending or any amendment or supplement thereto contains an untrue statement of fact which, in your opinion, is material, or omits to state a fact which, in your opinion, is necessary to make the effectiveness statements therein, in light of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;circumstances under which they were made, not misleading. (b) The United States You shall not have become engaged in hostilities which resulted in received from Squire, Sanders & Dempsey L.L.P., coxxxxx xor xxx Xxxpany, an opinion, dated the declarationClosing Date, on or after the date of this Agreement, of a national emergency or war substantially to the effect of which set forth in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus;Exhibit II hereto. (c) No domestic or international event or act You shall have materially disruptedreceived from Snell & Smith, or in P.C., your couxxxx, ax xxxxxxx xr opinions dated the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixedClosing Date with respect to such matters as you may reasonably request, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium Company shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on furnished to such counsel such documents as they may reasonably request for the Partnership or the General Partner;purpose of enabling them to pass upon such matters. (d) The Partnership You shall have furnished or caused to be furnished to you at received a certificate, dated the Effective Closing Date, of the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) No injunction preventing or suspending the use of the Memorandum has been issued, and, to the best of the knowledge of the signers, no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act or any State securities laws; (ii) The representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and each Subsequent the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (iii) No litigation has been instituted or threatened against the Company of a character required to be disclosed in the Memorandum that is not so disclosed; and (iv) Between the date of this Agreement and the Closing Date, if anythere has not been any material adverse change, certificates or to the knowledge of the Partnership and Company, any development involving a prospective material adverse change (so far as the General PartnerCompany may now foresee), in the condition (financial or otherwise), business, prospects, or results of operations of the Company. (e) The Company shall have furnished to you such additional certificates as you may have reasonably satisfactory to you, requested as to the accuracy accuracy, at and as of the Closing Date, of the representations and warranties of the Partnership and the General Partner made herein by it, as to compliance at and as of the Effective Date, the Closing Date by it with its covenants and each Subsequent Closing Date, if any, as the case may be, agreements herein contained and as to the performance by the Partnership and the General Partner of all of their obligations hereunder other provisions hereof to be performed satisfied at or prior to the Effective Date, the Closing Date and as to other conditions to your obligations hereunder. (f) There shall not have been any material adverse change in any legal proceedings or regulatory actions pending or the commencement of similar actions which, if determined adversely to the Company, would have a material adverse effect on the condition (financial or otherwise), business, property, or results of operations of the Company. (g) You shall have received a Lock-Up Letter from each Subsequent executive officer and director of the Company. If any of the conditions provided for in this Section 8 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, as the case may bebut you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, are subject to the conditions (i) that all accuracy of the representations and warranties and other statements on the part of the Partnership and Company on the General Partner contained in this Agreement are date hereof, at and as the time of the Effective Datepurchase, the Closing Date and each Subsequent Closing Date true and correct and (ii) that performance by the Partnership and the General Partner shall have performed all Company of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following conditionsadditional conditions precedent: (a) The Company shall furnish to you at the time of purchase an opinion of Stubbs, Alderton & Markiles, L.L.P., counsel for the Compxxx, adxxxxxxx to you, and dated the time of purchase, in the form attached hereto as EXHIBIT C. (b) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus, including documents deemed to be incorporated by reference therein, shall have become effectivebeen filed to which you object in writing. (c) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard Washington D.C. time, on the second full business day after the date of this Agreement. (d) Prior to the time of purchase, or at such other time and date as you may agree; at the Closing Date and each Subsequent Closing Date, (i) no stop order suspending with respect to the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been under the Act or proceedings initiated under Section 8(d) or threatened by 8(e) of the commission Act; (ii) the Registration Statement and all requests for additional information on amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the part statements therein not misleading; and (iii) the Prospectus and all amendments or supplements thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the Commission shall have been complied with to your reasonable satisfaction;circumstances under which they are made, not misleading. (be) Between the time of execution of this Agreement and the time of purchase, no material adverse change or any development involving a prospective material adverse change (other than as disclosed in the Registration Statement and Prospectus, exclusive of any amendments or supplements subsequent to the date hereof) in the condition (financial or otherwise), earnings, business, properties or results of operations of the Company shall occur or become known. (f) The United States shall not have become engaged in hostilities which resulted in Company will, at the declarationtime of purchase, on or after the date of this Agreement, of deliver to you a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering certificate of the Units in Company's Chief Executive Officer or Chief Operating Officer and its Chief Financial Officer to the manner contemplated in the Prospectus;form attached as EXHIBIT D hereto. (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (dg) The Partnership Company shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, such other documents and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy and completeness of any statement in the representations and warranties of the Partnership Registration Statement and the General Partner herein at and Prospectus as of the Effective Date, the Closing Date and each Subsequent Closing Date, if anytime of purchase, as you may reasonably request. (h) The Shares shall have been approved for quotation on the case may beNasdaq Stock Market as a National Market Security, and as subject only to the performance by the Partnership and the General Partner notice of all of their obligations hereunder to be performed issuance at or prior to the Effective Datetime of purchase. If any of the conditions provided for in this Section 6 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Closing Date and each Subsequent Company of such termination in writing at or prior to the Closing Date, as the case may bebut you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretionare subject to the accuracy of and compliance with the representations and warranties of Company, to the conditions (i) that all representations and warranties and other statements performance by the Company of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on At the date of this Agreement, or at such other time and date as you may agree; at the Minimum Subscription Closing Date and on each Subsequent Closing DateAdditional Issuance Date thereafter you shall receive the opinion of Reish Luftman McDaniel & Xxxxhxx, no stop order suspending xx cxxxxxx xor xxx Xxxpany, in the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;form set forth in Exhibit B hereto. (b) The United States shall not have become engaged in hostilities which resulted in At the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of the Effective Date, the Minimum Subscription Closing Date and on each Subsequent Additional Issuance Date thereafter you shall receive a certificate signed by the Company to the effect that (i) the signer has carefully examined the Memorandum and, in the signer's opinion, at the time the Memorandum was dated and at the Minimum Subscription Closing Date and Additional Issuance Date, if any, as the case may be, the Memorandum did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Memorandum did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) since the date of the Memorandum no event has occurred which should have been set forth in an amendment of, or supplement to, the Memorandum but which has not been so set forth; (iii) no proceedings have been instituted or threatened by the Commission or any state securities administrator preventing, suspending or stopping the offer or sale of the Units and not rescinded; (iv) the representations, warranties and agreements contained in Section 1(a) are true and correct in all material respects with the same effect as though expressly made at the Minimum Subscription Closing Date and Additional Issuance Date as the case may be; and (v) since the date of the Memorandum, no material adverse change in circumstance has occurred with regard to the transactions described in any letters of intent described in the Memorandum which should have been set forth in an amendment of, or supplement to, the Memorandum, but which has not been so set forth, provided, however, that with respect to clauses (i) and (ii) above, such certificate may exclude from its coverage any matters relating to you. (c) At the time the Memorandum is dated, you shall have received from Grant Thornton & Co. a lxxxxx, xx xxxx and substance satisfactory to you and your counsel, advising that (i) they are independent public accountants as required by the Act and the published Regulations, (ii) it is their opinion that the audited financial statements of the Company for the year ended December 31, 2000 included in the Memorandum or incorporated therein by reference to the Annual Report, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations relating to financial statements in registration statements on Form SB-1. At the Minimum Subscription Closing Date and on each Additional Issuance Date you shall receive from Grant Thornton & Co. a lxxxxx xxxxx xx of the Minimum Subscription Closing Date or such Additional Issuance Date to the effect that they reaffirm, as of such date and as though made at such date, the statements made in the letter furnished by such accountants pursuant to subsection (c) of this Section 6, except that the specified date referred to in such subsection will be a date not more than five days prior to the performance Minimum Subscription Closing Date or such Additional Issuance Date. (d) No order suspending the sale of the Units in any jurisdiction designated by you shall have been issued on either the Partnership Minimum Subscription Closing Date or the relevant Additional Issuance Date, if any, and no proceedings for that purpose shall have been instituted or shall be contemplated. (e) If any of the General Partner of conditions specified in this Section 6 shall not have been fulfilled when and as required by this Managing Dealer Agency Agreement to be fulfilled, this Managing Dealer Agency Agreement and all of their your obligations hereunder to may be performed cancelled by you by notifying the Company of such cancellation in writing or by telegram at any time at or prior to the Effective Date, the Closing Date and each Subsequent Minimum Subscription Closing Date, or at any time after the Minimum Subscription Closing Date, all your obligations hereunder may be cancelled or terminated by you by notifying the Company of such cancellation or termination in writing or by telegram at any time at or prior to the Offering Termination Date and any such cancellation or termination shall be without liability of any party to any other party except for the break-up fee as the case may beotherwise provided in Section 5.

Conditions of Your Obligations. Your obligations The obligation of the several Underwriters hereunder to purchase and pay for the Firm Stock and the Additional Stock, as provided herein, shall be subject, in your discretion, subject to the conditions (i) that continuing accuracy in all material respects of the representations and warranties and other statements of the Partnership and Company as of the General Partner contained in this Agreement are at date hereof and as of the Effective Date, the Closing Date and each Subsequent (or the Additional Closing Date true and correct and (ii) that Dare, as the Partnership and case may be), to the General Partner shall have performed performance by the Company in all material respects of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, effective not later than 10:00 a.m.5:00 P.M., eastern standard New York City time, on the date of this AgreementAgreement or such later date and time as shall be consented to in writing by you and, or at such other time and date as you may agree; at the Closing Date and each Subsequent Additional Closing Date, no stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall have been issued and no or proceeding for that purpose shall have been therefor initiated or threatened by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfactionCommission; (b) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of At the Effective Date, the Closing Date and each Subsequent Closing Date, if any, as the case may be, and as to the performance by the Partnership and the General Partner of all of their obligations hereunder to be performed at or prior to the Effective Date, the Closing Date and each Subsequent Additional Closing Date, as the case may be, you shall have received the favorable opinion of Gallop, Johnson & Neuman, L.C., xxxxsel xxx xxe Cxxxxxx, xxxxd the Effective Date, the Closing Date or the Additional Closing Date, as the case may be, addressed to the Underwriters and in form and scope satisfactory to counsel of the Underwriters, to the effect that: (i) each of the Company and the Subsidiaries (A) is a corporation duly organized and validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and (B) has full corporate power and authority and all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies to own its properties and to conduct its business as now being conducted as described in the Prospectus; to the best of such counsel's knowledge, neither the Company nor any of the Subsidiaries has received any notice of proceedings related to the revocation or modification of any authorization, approval, order, license, certificate, franchise, or permit issued to any of them which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; nothing has come to the attention of such counsel that would lead such counsel to believe that the Company and the Subsidiaries taken as a whole are not conducting their business in all material respects in compliance with applicable federal, state and local laws, rules and regulations; the disclosures in the Registration Statement concerning the effects of federal, state and local laws, rules and regulations on the Company's and the Subsidiaries' business as currently conducted (or as proposed in the Registration Statement or the Prospectus to be conducted) are correct in all material respects and do not omit to state a fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made; (ii) each of the Company and the Subsidiaries is duly qualified as a foreign corporation and in good standing in each jurisdiction in which its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; (iii) the Company owns of record, directly or indirectly, all of the capital stock of each of the Subsidiaries; all such shares of capital stock so owned are validly issued and outstanding, fully paid and nonassessable and, to the knowledge of such counsel after inquiry, are owned free and clear of any liens, encumbrances or other claims or restrictions whatsoever; (iv) the Company has authorized and outstanding the capital stock as set forth in the Prospectus; all the issued shares of Common Stock of the Company, including the Additional Stock, have been duly and validly authorized and issued and are fully paid and nonassessable and all the issued shares of Common Stock of the Company, including the Additional Stock, and the Firm Stock are not subject to any preemptive rights; the Firm Stock, the Additional Stock and the other capital stock of the Company conform as to legal matters to the description thereof contained under the caption "Description of Securities" in the Prospectus; (v) the Representative's Warrant Stock has been duly authorized and reserved for issuance and, when issued and delivered in accordance with the terms of the Representative's Warrant Agreement will be duly and validly issued, fully paid and nonassessable. (vi) the Company and Selling Shareholders have conveyed to the Underwriters good and valid title to the Firm Stock and Additional Stock, as the case may be, being sold hereunder, and to the knowledge of such counsel after inquiry, free and clear of any liens, encumbrances, security interests and claims whatsoever; the Firm Stock and Additional Stock as the case may be, shall be validly issued and fully paid and nonassessable when issued and paid for in accordance with the terms of this Agreement, and the certificates evidencing the Firm Stock and the Additional Stock are in due and proper form; (vii) this Agreement, the Representative's Warrant Agreement and the Financial Consulting Agreement have been duly and validly authorized, executed and delivered by the Company and each is a valid and binding agreement of the Company enforceable in accordance with its terms, except insofar as indemnification and contribution provisions may be limited by applicable law (including, but not limited to, Federal or state securities laws) or equitable principles, and except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by general equitable principles; (viii) to the knowledge of such counsel, there are no contracts or other documents which are required to be filed as exhibits to the Registration Statement, as it may then be amended or supplemented, or required to be described in the Registration Statement or Prospectus as it may then be amended or supplemented that are not filed or described as required;

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, are subject to the conditions (i) that all accuracy, when made and on the Delivery Date, of the representations and warranties and other statements of the Partnership Company and the General Partner Adviser contained in this Agreement are at herein, to performance by the Company and as the Adviser of their respective obligations hereunder, and to each of the Effective Date, the Closing Date following additional terms and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following conditions: (a) The Registration Statement Prospectus shall have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on been timely filed with the date of this Agreement, or at such other time and date as you may agreeCommission in accordance with Section 5(a); at the Closing Date and each Subsequent Closing Date, no stop stop-order suspending the effectiveness of the Registration Statement or order pursuant to Section 8(e) of the Investment Company Act shall have been issued issued, and no stop-order proceeding or proceeding for that purpose an order pursuant to Section 8(e) of the Investment Company Act shall have been initiated or threatened by the commission Commission; and all requests for additional information on the part any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with to your reasonable satisfaction;with. (b) The United States You shall not have become engaged in hostilities which resulted discovered and disclosed to the Company on or prior to the Delivery Date that the Registration Statement, the Prospectus or any amendment or supplement thereto, in the declarationopinion of Xxxxxxx Xxxxxxx & Xxxxxxxx, on your counsel, contains any untrue statement of any fact which is material or after omits to state a fact which is material and is required to be stated therein or is necessary to make the date statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Stock, the Registration Statement, the Prospectus and all other legal matters relating to the offering, issuance and sale of a national emergency or war the Stock and the transactions contemplated hereby and thereby shall be satisfactory in all respects to your counsel, Xxxxxxx Xxxxxxx & Xxxxxxxx; and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Xxxxxxx Xxxx & Xxxxxxxxx, counsel to the Company, shall have furnished to you its written opinion, as counsel to the Company, addressed to you and dated the Delivery Date, in the form and substance reasonably satisfactory to you, to the effect of which that: (i) The Company has been duly incorporated and is validly existing and in your reasonable judgment makes it impracticable or inadvisable to proceed with good standing as a corporation under the public offering laws of the Units State of Maryland and has the full corporate power and authority necessary to own its properties and conduct the business in which it is engaged as described in the manner Prospectus and to issue and sell the Stock as contemplated in this Agreement. The Company is duly qualified to do business and in good standing as a foreign corporation in all jurisdictions in which its ownership of property or the conduct of its business requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the Company); (ii) All of the authorized shares of capital stock of the Company, including the Stock, have been duly authorized. All of the issued and outstanding shares of common stock, par value $.01 per shares, and of the Preferred Stock, par value $.01 per share, of the Company are, and all of the Stock, when issued, delivered and paid for on the Delivery Date will be, validly issued and outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof; and the form of certificate used to evidence the Stock is in due and proper form and complies with Maryland law. (iii) There are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the Stock pursuant to the Company's corporate charter (including the Articles Supplementary) or bylaws or any other agreement or other outstanding instrument known to such counsel, except for the restrictions on transfer of the shares of Stock contained in the Auction Agency Agreement and the form of master purchaser's letter (attached as Exhibit C to the Auction Agency Agreement) and except for related transfer restrictions as set forth in the Articles Supplementary; (iv) The shares of Stock conform in all material respects to the statements concerning them contained in the Prospectus, and the authorized shares of capital stock of the Company are as set forth in the Prospectus; (cv) No domestic or international event or act shall have materially disrupted, or The statements made in the reasonable exercise Prospectus under the caption "Description of your opinion will in Common Stock" insofar as they purport to constitute summaries of the immediate future materially disruptterms of the Company's common stock, securities markets; trading on constitute accurate summaries of the New York Stock Exchange, terms of the American Stock Exchange or the NASDCompany's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partnercommon stock; (dvi) The Partnership shall have furnished Registration Statement is effective under the Acts; any required filing of the Prospectus pursuant to Rule 497 has been made within the time period required by Rule 497; no stop-order suspending the effectiveness of the Registration Statement or caused order pursuant to be furnished Section 8(e) of the Investment Company Act has been issued, and, to you at the Effective Dateknowledge of such counsel, no proceeding for any such purpose is pending or threatened by the Commission; (vii) The Notification, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership Registration Statement and the General Partner, reasonably satisfactory to you, Prospectus (except that no opinion need be expressed as to the accuracy financial statements or other financial and statistical data contained therein) comply as to form in all material respects with the requirements of the representations Acts and warranties the rules and regulations thereunder; (viii) The statements made in the Prospectus under the captions "The Auction," "Description of MMP," "Repurchase of Common Stock: Conversion to Open-End Fund" and "Certain Provisions of the Partnership and Articles of Incorporation," insofar as they purport to summarize the General Partner herein at and as provisions of documents or agreements specifically referred to therein, fairly present the Effective Date, the Closing Date and each Subsequent Closing Date, if any, as the case may be, and as to the performance information called for with respect thereto by the Partnership and the General Partner of all of their obligations hereunder to be performed at or prior to the Effective Date, the Closing Date and each Subsequent Closing Date, as the case may be.Form N-2;

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, ------------------------------- subject to the conditions (i) that all continuing accuracy of the representations and warranties and other statements of the Partnership and Company herein as of the General Partner contained in this Agreement are at date hereof and as of the Effective Closing Date as if they had been made on and as of the Closing Date, ; the accuracy on and as of the Closing Date and each Subsequent Closing Date true and correct and (ii) that of the Partnership statements of officers of the Company made pursuant to the provisions hereof; and the General Partner shall have performed all performance by the Company on and as of their obligations hereunder to be performed on the Effective Date, the Closing Date of its covenants and each Subsequent Closing Date. In addition, your obligations shall be subject hereunder and to the following further conditions: (a) The Notification that the Registration Statement has become effective and that the Prospectus has been filed with the Commission on a timely basis pursuant to Rule 424(b) under the Act shall have become effective, and you shall, have be received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agree; at the Closing Date and each Subsequent Closing Date, no by you; (b) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated be pending or threatened contemplated by the commission Commission; and all requests for additional information on you shall have received a certificate, dated the part Closing Date and signed by the Chairman or President of the Commission shall have been complied with Company (who may, as to your reasonable satisfaction; proceedings contemplated, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (bg) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the ProspectusSection 7; (c) No domestic On or international event or act prior to the Closing Date, you shall have materially disruptedreceived from Underwriter's Counsel, such opinion or in opinions with respect to the reasonable exercise organization of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock ExchangeCompany, the American Stock Exchange or validity of the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock ExchangeSecurities, the American Stock Exchange or NASDAQ; no banking moratorium Registration Statement, the Prospectus and other related xxxxxx as you may request and Underwriter's Counsel shall have been declared by a state or federal authority; received such papers and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner;information as they request to enable them to pass upon such matters. (d) The Partnership At Closing Date, you shall have furnished or caused received from counsel to be furnished to you at the Effective DateCompany, dated the Closing Date, addressed to the Underwriters an opinion in the form attached hereto as Exhibit C. In rendering such opinion, such counsel may rely: (A) as to matters involving the application of laws other than the laws of the United States and each Subsequent Closing Datejurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance satisfactory to Underwriters' Counsel) of other counsel acceptable to Underwriters' Counsel, familiar with the applicable laws; and (B) as to matters of facts, to the extent they deem proper, on certificates and written statements of responsible officers of the Company and certificates or other written statements of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company and the Subsidiaries, provided copies of any such statements or certificates shall be delivered to Underwriters' Counsel if requested. The opinion of such counsel for the Company shall state that the opinion of any such other counsel is in form satisfactory to such counsel and that the Underwriters and they are justified in relying thereon. (e) At the time this Agreement is executed, you shall have received a letter, dated such date, addressed to you in form and substance satisfactory in all respects (including the nonmaterial nature of the changes or decreases, if any, certificates referred to in clause (iii) below) to you and your counsel, from Hoffski & Xxxxxx, Certified Public Accountants: (i) confirming that they are independent certified public accountants with respect to the Company within the meaning of the Partnership Act and the General Partner, reasonably satisfactory to youExchange Act and the applicable Rules and Regulations; (ii) stating that it is their opinion that the consolidated financial statements and supporting schedules of the Company and the Subsidiaries, as applicable, included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the Rules and Regulations thereunder; (iii) and stating that, on the basis of a limited review which included a reading of the latest available unaudited interim consolidated financial statements of the Company and the Subsidiaries, as applicable, (with an indication of the date of the latest available unaudited interim consolidated financial statements of the Company and the Subsidiaries, as applicable), a reading of the latest available minutes of the stockholders and board of directors and the various committees of the board of directors or each of the Company and the Subsidiaries, consultations with officers and other employees of each of the Company and the Subsidiaries responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention which would lead them to believe that (A) the unaudited consolidated financial statements and supporting schedules of the Company and the Subsidiaries, as applicable, included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the Rules and Regulations or are not fairly presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements and supporting schedules of the Company and the Subsidiaries, as applicable, included in the Registration Statements, (B) at a specified date not more than five days prior to the accuracy later of the date of this Agreement or the effective date of the Registration Statement, there has been any change in the capital stock or long-term debt of the Company or any of the Subsidiaries, or any decrease in the stockholders' equity or net current assets or net assets of the Company, as compared with amounts shown in the December 31, 1996 balance sheet included in the Registration Statement other than as set forth in or contemplated by the Registration Statement, or, if there was any change or decrease, setting forth the amount of such change or decrease, and (C) during the period from December 31, 1996 to a specified date not more than five days prior to the later of the date of this Agreement or the effective date of the Registration Statement, there was any decrease in net revenues, net earnings or net earnings per common share of the Company and its consolidated Subsidiaries or any of the Company's unconsolidated Subsidiaries, in each case as compared with the corresponding period beginning December 31, 1996, other than as set forth in or contemplated by the Registration Statement, or, if there was any such decrease, setting forth the amount of such decrease; (iv) stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and/or other financial information pertaining to the Company and the Subsidiaries set forth in the Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including work sheets, of the Company and/or the Subsidiaries and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures need not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement; and (v) statements as to such other matters incident to the transaction contemplated hereby as you may reasonably request. (f) At the Closing Date you shall have received from Hoffski & Xxxxxx, Certified Public Accountants, a letter, dated as of the Closing Date to the effect that they reaffirm that statements made in the letter furnished pursuant to subsection (f) of this Section 7, except that the specified date referred to shall be a date not more than five days prior to the Closing Date and, if the Company has elected to rely on Rule 430A of the Rules and Regulations, to the further effect that they have carried out procedures as specified in clause (v) of subsection (f) of this Section 7 with respect to certain amounts, percentages and financial information as specified by you and deemed to be a part of the Registration Statement pursuant to Rule 430A(b) and have found such amounts, percentages and financial information to be in agreement with the records specified in such clause (v). (g) At the Closing Date you shall have received a certificate of the Company signed by the principal executive officer and by the chief financial or chief accounting officer of the Company, dated the Closing Date, to the effect that each of such persons has examined the Registration Statement, the Prospectus, and this Agreement, and that: (i) the representations and warranties of the Partnership Company in this Agreement are true and the General Partner herein at correct, as if made on and as of the Effective Date, the Closing Date and each Subsequent Closing Date, if any, as the case may be, Company has complied with all agreements and as to the performance by the Partnership covenants and the General Partner of satisfied all of their obligations hereunder conditions contained in this Agreement on its part to be performed or satisfied at or prior to the Effective Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best of each of such person's knowledge after due inquiry, are contemplated or threatened under the Act; (iii) the Registration Statement and the Prospectus and, if any, each amendment and each supplement thereto, contain all statements and information required to be included therein, and none of the Registration Statement, the Closing Date Prospectus or any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and each Subsequent none of the Preliminary Prospectus or any supplement thereto included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus: (a) neither the Company nor any of the Subsidiaries has incurred up to and including the Closing Date, other than in the ordinary course of its business, any material liabilities or obligations, direct or contingent (except as otherwise contemplated in subclause (d) of this clause (iv)); (b) neither the case Company nor any of the Subsidiaries has paid or declared any dividends or other distributions on its capital stock; (c) neither the Company nor any of the Subsidiaries has entered into any material transactions not in the ordinary course of business (except as otherwise contemplated in subclause (d) of this clause (iv)); (d) there has not been any material change in the capital stock or long-term debt or any increase in the short-term borrowings (other than any increase in the short-term borrowings in the ordinary course of business) of the Company or any of the Subsidiaries; (e) neither the Company nor any of the Subsidiaries has sustained any material loss or damage to its property or assets, whether or not insured; (f) there is no material litigation which is pending or, to the best of the Company's knowledge, threatened against the Company, any of the Subsidiaries or any affiliated party of any of the foregoing which is required to be set forth in an amended or supplemented Prospectus which has not been set forth; and (g) there has occurred no event required to be set forth in an amended or supplemented Prospectus which has not been set forth. References to the Registration Statement and the Prospectus in this Subsection (h) are to such documents as amended and supplemented at the date of such certificates. (h) The Company shall maintain its Board of Directors to at least three of which one director shall be an outside director. The Company shall cause such persons to be nominated, and to use its best efforts to cause them to be elected to its Board. The Company will have an authorized number of directors totaling three as of the date of the filing of the Registration Statement. All directors must have such qualifications as would generally be found for directors of similarly situated public companies. (i) Prior to the Closing Date: (i) there shall have been no materially adverse change nor development involving a prospective change in the condition, financial or otherwise, prospects, stockholders' equity or the business activities of the Company and the Subsidiaries taken as a whole, whether or not in the ordinary course of business, from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company or any of the Subsidiaries, from the latest date as of which the financial condition of the Company and the Subsidiaries is set forth in the Registration Statement and Prospectus which is adverse to the Company and the Subsidiaries taken as a whole; (iii) neither the Company nor any of the Subsidiaries shall be in material default under any provision of any instrument relating to any outstanding indebtedness; (iv) neither the Company nor any of the Subsidiaries shall have issued any securities (other than the Securities or underlying common stock from the exercise of options or warrants) or declared or paid any dividend or made any distribution in respect of its capital stock of any class and there has not been any change in the capital stock, or any change in the debt (long or short term) or liabilities or obligations (contingent or otherwise) of the Company or any of the Subsidiaries; (v) no material amount of the assets of the Company or any of the Subsidiaries shall have been pledged or mortgaged other than in the ordinary course of the Company's business, except as set forth in the Registration Statement and Prospectus; (vi) no action, suit or proceeding, at law or in equity, shall have been pending or, to the best of the Company's knowledge, threatened against the Company or any of the Subsidiaries, or affecting any of their respective properties or businesses, before or by any court or federal, state or foreign commission board or other administrative agency wherein an unfavorable decision, ruling or finding may bematerially adversely affect the business, operations, prospects, financial condition or income of the Company and the Subsidiaries taken as a whole, except as set forth in the Registration Statement and Prospectus; and (vii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated, threatened or contemplated by the Commission or any state regulatory authority. (j) At the Closing Date, you shall have received a letter from Hoffski & Xxxxxx, Certified Public Accountants, dated as of the Closing Date, substantially in the form heretofore approved by you. If any condition to your obligations hereunder to be fulfilled prior to or at the Closing Date, is not so fulfilled you may terminate this Agreement or, if you so elect, you may waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event you so elect to terminate, you shall have no recourse against the Company for any expenses incurred by you. However, the Company shall remain liable for all reasonable Blue Sky counsel fees of the Company and expenses and Blue Sky filing fees of the Company.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, subject to the conditions (i) that all continuing accuracy of the representations and warranties and other statements of the Partnership and Company herein as of the General Partner contained in this Agreement are at date hereof and as of the Effective Date, the each Closing Date as if they had been made on and as of each Subsequent Closing Date; the accuracy on and as of each Closing Date true and correct and (ii) that of the Partnership statements of officers of the Company made pursuant to the provisions hereof; and the General Partner shall have performed all performance by the Company on and as of their each Closing Date of its covenants and obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Notification that the Registration Statement has become effective and that the Prospectus has been filed with the Commission on a timely basis pursuant to Rule 424(b) under the Act shall have become effective, and you shall, have be received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agreeby you; at the Closing Date and each Subsequent Closing Date, no (b) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated be pending or threatened contemplated by the commission Commission; and all requests for additional information on you shall have received a certificate, dated as of each Closing Date and signed by the part Chairman or President of the Commission shall have been complied with Company (who may, as to your reasonable satisfaction; proceedings contemplated, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (bg) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the ProspectusSection 7; (c) No domestic or international event or act At each of the Closing Dates you shall have materially disruptedreceived a certificate of the Company signed by the principal executive officer and by the chief financial or chief accounting officer of the Company, or in dated as of each Closing Date to the reasonable exercise effect that each of your opinion will in such persons has examined the immediate future materially disrupt, securities markets; trading on the New York Stock ExchangeRegistration Statement, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixedProspectus, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchangethis Agreement, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner;that: (di) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership Company in this Agreement are true and the General Partner herein at correct, as if made on and as of the Effective Date, the Closing Date and each Subsequent Closing Date, if any, as the case may be, Company has complied with all agreements and as to the performance by the Partnership covenants and the General Partner of satisfied all of their obligations hereunder conditions contained in this Agreement on its part to be performed or satisfied at or prior to the Effective Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best of each of such person's knowledge after due inquiry, are contemplated or threatened under the Act; (iii) the Registration Statement and the Prospectus and, if any, each amendment and each supplement thereto, contain all statements and information required to be included therein, and none of the Registration Statement, the Closing Date Prospectus or any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and each Subsequent none of the Preliminary Prospectus or any supplement thereto included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus: (a) neither the Company nor any of the Subsidiaries has incurred up to and including the Closing Date, other than in the ordinary course of its business, any material liabilities or obligations, direct or contingent (except as otherwise contemplated in subclause (d) of this clause (iv)); (b) neither the case Company nor any of the Subsidiaries has paid or declared any dividends or other distributions on its capital stock; (c) neither the Company nor any of the Subsidiaries has entered into any material transactions not in the ordinary course of business; (d) neither the Company nor any of the Subsidiaries has sustained any material loss or damage to its property or assets, whether or not insured; (e) there is no material litigation which is pending or, to the best of the Company's knowledge, threatened against the Company, any of the Subsidiaries or any affiliated party of any of the foregoing which is required to be set forth in an amended or supplemented Prospectus which has not been set forth; and (f) there has occurred no event required to be set forth in an amended or supplemented Prospectus which has not been set forth. (d) Prior to each Closing Date (i) there shall have been no materially adverse change nor development involving a prospective change in the condition, financial or otherwise, prospects, stockholders' equity or the business activities of the Company and the Subsidiaries taken as a whole, whether or not in the ordinary course of business, from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company or any of the Subsidiaries, from the latest date as of which the financial condition of the Company and the Subsidiaries is set forth in the Registration Statement and Prospectus which is adverse to the Company and the Subsidiaries taken as a whole; (iii) neither the Company nor any of the Subsidiaries shall be in material default under any provision of any instrument relating to any outstanding indebtedness; (iv) neither the Company nor any of the Subsidiaries shall have issued any Shares (other than the Shares or underlying common stock from the exercise of options or warrants) or declared or paid any dividend or made any distribution in respect of its capital stock of any class and there has not been any change in the capital stock, or any change in the debt (long or short term) or liabilities or obligations (contingent or otherwise) of the Company or any of the Subsidiaries except as set forth in the Registration Statement or Prospectus or agreed to in writing by you and the Company; (v) no material amount of the assets of the Company or any of the Subsidiaries shall have been pledged or mortgaged other than in the ordinary course of the Company's business, except as set forth in the Registration Statement and Prospectus; (vi) no action, suit or proceeding, at law or in equity, shall have been pending or, to the best of the Company's knowledge, threatened against the Company or any of the Subsidiaries, or affecting any of their respective properties or businesses, before or by any court or federal, state or foreign commission board or other administrative agency wherein an unfavorable decision, ruling or finding may bematerially adversely affect the business, operations, prospects, financial condition or income of the Company and the Subsidiaries taken as a whole, except as set forth in the Registration Statement and Prospectus; and (vii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated, threatened or contemplated by the Commission or any state regulatory authority.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretionare subject to the accuracy of and compliance with the representations and warranties of the Company, to the conditions (i) that all representations and warranties and other statements performance by the Company of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, effective not later than 10:00 a.m.5:30 P.M., eastern standard Eastern time, on the date of this Agreementhereof, or or, with your consent, at such other a later time and date as you may agreenot later, however, than 5:30 P.M., Eastern time, on the business day following the date hereof; and at the Minimum Subscription Closing Date and each Subsequent Issuance Date no stop order suspending the effectiveness thereof shall have been issued under the Act or proceeding therefor initiated or threatened by the Commission and not rescinded. (b) On the Issuance Date you shall receive a certificate signed by the principal executive officer and principal financial officer of the Company to the effect that (i) the signer has carefully examined the Operating Agreement, the Registration Statement and the Prospectus and, in the signer's opinion, at the time the Registration Statement became effective and at the Minimum Subscription Closing Date and Issuance Date, as the case may be, the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as of its issue date and as of such date, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment of, or supplement to, the Prospectus but which has not been so set forth; (iii) no stop order suspending the effectiveness of the Registration Statement shall have Statement, has been issued and no proceeding for that purpose shall proceedings therefor have been initiated instituted or threatened by the commission Commission and not rescinded; (iv) the representations, warranties and agreements contained in Section 1(a) are true and correct in all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) The United States shall not have become engaged in hostilities which resulted in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed material respects with the public offering of the Units in the manner contemplated in the Prospectus; (c) No domestic or international event or act shall have materially disrupted, or in the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you same effect as though expressly made at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of the Effective Date, the Minimum Subscription Closing Date and each Subsequent Closing Date, if any, Issuance Date as the case may be; (v) since the effective date of the Registration Statement, no material adverse change in circumstance has occurred with regard to the transactions described in the Prospectus which should have been set forth in an amendment of, or supplement to, the Prospectus, but which has not been so set forth; (vi) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, no material and unfavorable change, financial or otherwise, in the business, condition or prospects of the Company has occurred or become known; no transaction which is material and unfavorable to the Company has been entered into by the Company; and there has not been any obligation, contingent or otherwise, directly or indirectly incurred by the Company, which is material to the Company, other than such obligations that are incurred in the ordinary course of the Company's business; and (vii) subsequent to the execution and delivery of this Agreement, there has been no change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company, whether or not arising in the ordinary course of business, which is material and adverse to the current or prospective financial condition or results of operations of the Company. (c) At the Issuance Date, the qualification of the Units under the specified "blue sky" jurisdictions remain valid. (d) At the Issuance Date, the Company shall be in compliance with all reporting requirements under the Exchange Act. (e) If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Agreement to the performance by the Partnership be fulfilled, this Agreement and the General Partner of all of their your obligations hereunder to may be performed cancelled by you by notifying the Company of such cancellation in writing at any time at or prior to the Effective Date, the Closing Issuance Date and each Subsequent Closing Dateany such cancellation or termination shall be without liability of any party to any other party. All such opinions, certificates, letters and documents shall be in compliance with the provisions hereof only if they are satisfactory to you which approval shall not be unreasonably withheld. The Company shall furnish you with such manually signed or conformed copies of such opinions, certificates, letters and documents as the case may beyou request.

Conditions of Your Obligations. Your obligations hereunder shall be subjectare subject to the accuracy, in your discretionas of the date hereof and the Closing Date (as if made at such Closing Date), of the representations and warranties of the Issuers contained herein, to the conditions (i) that all representations and warranties and other statements of performance by the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all Issuers of their respective obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following additional conditions: (a) The Registration Statement Issuers shall have become effectivefiled with the Commission on a timely basis pursuant to Rule 424(b) under the Securities Act, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date Prospectus as you may agree; at supplemented by the Closing Date and each Subsequent Closing Date, no Prospectus Supplement covering the Purchased Securities. No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated be pending, threatened or threatened contemplated by the commission and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;or any state securities or Blue Sky authority. (b) The United States You shall not have become engaged in hostilities which resulted in advised the declarationIssuers that the Registration Statement, on any Prospectus, or after the date any amendment or supplement thereto, contains an untrue statement of this Agreementfact which, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable opinion, is material or inadvisable omits to proceed with state a fact which, in your opinion, is material and is required to be stated therein or is necessary to make the public offering of the Units in the manner contemplated in the Prospectus;statements therein not misleading. (c) No domestic or international event or act You shall have materially disruptedreceived an opinion of Xxxxxx X. X'Xxxxx, or in the reasonable exercise of your opinion will in the immediate future materially disruptEsq., securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, Senior Vice President and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates Secretary of the Partnership and the General PartnerCompany, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of the Effective Date, dated the Closing Date and satisfactory to Xxxxxx Xxxxxx & Xxxxxxx, your counsel, to the effect that: 8 (i) each Subsequent Closing Date, if any, of the Company and its Subsidiaries has been duly incorporated and is a validly existing corporation in good standing under the laws of its respective jurisdiction of incorporation with full corporate power and authority to own and occupy its properties and carry on its business as presently conducted and as described in the case may beProspectus, and as the Company and each of its Subsidiaries is registered or qualified to conduct business and is in good standing in each jurisdiction in which, to the performance best of such counsel's knowledge, their failure to so register or qualify would have a material adverse effect on the Company and its Subsidiaries taken as a whole; all of the outstanding capital stock or other equity securities of each of the Subsidiaries of the Company have been duly and validly authorized and issued, are fully paid and nonassessable, and are owned by the Partnership Company free and clear of any mortgage, pledge (other than any negative pledge agreement to which the Company or any of its Subsidiaries may be a party), security interest or restrictions on transferability or voting; (ii) this Agreement, the Terms Agreement, the Indenture, the Supplemental Indenture, the Guarantee Agreement, the Guarantees and the General Partner Declaration have been duly authorized, executed and delivered by each of all the Issuers, and this Agreement, the Terms Agreement, the Indenture, the Supplemental Indenture, the Guarantee Agreement, the Guarantees and the Declaration are each legal, valid and binding agreements of each of the Issuers enforceable in accordance with their obligations hereunder respective terms, except that (a) the enforceability hereof and thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (b) the remedy of specific performance and injunctive and other forms of equitable relief may be performed at or prior subject to equitable defenses and to the Effective Datediscretion of the court before which any proceedings therefor may be brought and (c) rights to indemnity and contribution hereunder may be limited by Federal and state securities laws or the policies underlying such laws; (iii) each of the Guarantee Agreement, Guarantees, the Closing Date Indenture, the Supplemental Indenture and each Subsequent Closing Datethe Declaration has been duly qualified under, as and complies in all material respects with the case may berequirements of, the Trust Indenture Act.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretionare subject to the accuracy of and compliance with the representations and warranties of Company, to the conditions (i) that all representations and warranties and other statements performance by the Company of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their its obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following further conditions: (a) The Registration Statement shall have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on At the date of this Agreement, or at such other time and date as you may agree; at the Closing Date and each Subsequent First Subscription Closing Date, no stop order suspending the effectiveness conditions set forth in Section 11 of the Registration Statement Escrow Agreement shall have been issued satisfied and no proceeding for that purpose the Bank shall have been initiated or threatened by received written instructions from you and the commission Company to disclose the funds in the escrow account to the Company and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;you, as agreed. (b) The United States At the First Subscription Closing Date and on each Additional Issuance Date thereafter you shall not have become engaged in hostilities which resulted receive the opinion of Xxxxx, Xxxxxx LLP, as counsel for the Company, in the declaration, on or after the date of this Agreement, of a national emergency or war the effect of which form set forth in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus;Exhibit B hereto. (c) No domestic or international event or act shall have materially disrupted, or in At the reasonable exercise of your opinion will in the immediate future materially disrupt, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner; (d) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably satisfactory to you, as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of the Effective Date, the First Subscription Closing Date and on each Subsequent Additional Issuance Date thereafter you shall receive a certificate signed by the Company to the effect that (i) the signer has carefully examined the Offering Material and, in the signer’s opinion, at the time the Offering Material was dated and at the First Subscription Closing Date and Additional Issuance Date, if any, as the case may be, the Offering Material did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Offering Material did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) since the date of the Offering Material no event has occurred which should have been set forth in an amendment of, or supplement to, the Offering Material but which has not been so set forth; (iii) no proceedings have been instituted or threatened by the Commission or any state securities administrator preventing, suspending or stopping the offer or sale of the Units and not rescinded; (iv) the representations, warranties and agreements contained in Section I(a) are true and correct in all material respects with the same effect as though expressly made at the First Subscription Closing Date and Additional Issuance Date as the case may be; and (v) since the date of the Offering Material, no material adverse change in circumstance has occurred with regard to the transactions described in any letters of intent described in the Offering Material which should have been set forth in an amendment of, or supplement to, the Offering Material, but which has not been so set forth, provided, however, that with respect to clauses (i) and (ii) above, such certificate may exclude from its coverage any matters relating to you. (d) At the time the Offering Material is dated, you shall have received from Xxxxx, Xxxxxx LLP a letter, in form and substance satisfactory to you and your counsel, advising that (i) they are independent public accountants as required by the Act and the published Regulations, (ii) it is their opinion that the audited financial statements of the Company for the year ended December 31, 2004 included in the Offering Material or incorporated therein by reference to the Annual Report, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations relating to financial statements in registration statements on Form 10-KSB. At the First Subscription Closing Date and on each Additional Issuance Date you shall receive from Xxxxx Xxxxxxxx Xxxxx Xxxxxx Ltd. a letter dated as of the First Subscription Closing Date or such Additional Issuance Date to the effect that they reaffirm, as of such date and as though made at such date, the statements made in the letter furnished by such accountants pursuant to subsection (c) of this Section 6, except that the specified date referred to in such subsection will be a date not more than five days prior to the performance First Subscription Closing Date or such Additional Issuance Date. (e) No order suspending the sale of the Units in any jurisdiction designated by you shall have been issued on either the Partnership First Subscription Closing Date or the relevant Additional Issuance Date, if any, and no proceedings for that purpose shall have been instituted or shall be contemplated. (f) The Company shall have obtained insurance policies, including, but not limited to, general liability insurance and surety bonds which insures the General Partner Company and its professional staffs against such losses and risks generally insured against by comparable businesses. (g) If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Managing Dealer Agreement to be fulfilled, this Managing Dealer Agreement and all of their your obligations hereunder to may be performed cancelled by you by notifying the Company of such cancellation in writing or by telegram at any time at or prior to the Effective Date, the Closing Date and each Subsequent First Subscription Closing Date, or at any time after the First Subscription Closing Date, all your obligations hereunder may be cancelled or terminated by you by notifying the Company of such cancellation or termination in writing or by telegram at any time at or prior to the Offering Termination Date and any such cancellation or termination shall be without liability of any party to any other party except for the break-up fee as the case may beotherwise provided in Section 5.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, are subject to the conditions (i) that all accuracy, when made and on the Delivery Date, of the representations and warranties and other statements of the Partnership Company and the General Partner Adviser contained in this Agreement are at herein, to performance by the Company and as the Adviser of their respective obligations hereunder, and to each of the Effective Date, the Closing Date following additional terms and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In addition, your obligations shall be subject to the following conditions: (a) The Registration Statement Prospectus shall have become effective, and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on been timely filed with the date of this Agreement, or at such other time and date as you may agreeCommission in accordance with Section 5(a); at the Closing Date and each Subsequent Closing Date, no stop stop-order suspending the effectiveness of the Registration Statement or any part thereof or order pursuant to Section 8(e) of the Investment Company Act shall have been issued issued, and no stop-order proceeding or proceeding for that purpose an order pursuant to Section 8(e) of the Investment Company Act shall have been initiated or threatened by the commission and all requests for additional information on the part Commission; any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with to your reasonable satisfaction;with. (b) The United States You shall not have become engaged in hostilities which resulted discovered and disclosed to the Company on or prior to the Delivery Date that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of a fact which, in the declarationopinion of your counsel, on Simpson Thacher & Bartlett, is material or after omits to state a fxxx xxxxx, xx xxx xxxxxxx of such counsel, is material and is required to be stated therein or is necessary to make the date of this Agreement, of a national emergency or war the effect of which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering of the Units in the manner contemplated in the Prospectus;statements therein not misleading. (c) No domestic or international event or act All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement and the Stock and the form of the Registration Statement and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby shall have materially disrupted, or be satisfactory in all respects in the reasonable exercise judgment of your opinion will in the immediate future materially disruptcounsel, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixedSimpson Thacher & Bartlett, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium Company shall have been declared by a state or federal authority; furnisxxx xx xxxx xxxnsex xxx xxcuments and there shall have been no other development having a materially adverse impact on the Partnership or the General Partner;information that they may reasonably request to enable them to pass upon such matters. (d) The Partnership Company shall have furnished or caused to be you and to Moody's and Fitch, as applicable, a 1940 Act ATP Asset Coveraxx Xxxxificate, an ATP Basic Maintenance Certificate and an Accountant's Certificate (each as defined in the Prospectus) each dated the Delivery Date and in form and substance satisfactory to Moody's and Fitch, as applicable, and reasonably satisfactory xx xxx. (e) Goodwin, Procter & Hoar LLP shall have furnished to you at on thx Xxxxxery Date thexx xpinion, as counsel to the Effective Company, addressed to you and dated the Delivery Date, the Closing Date, in form and each Subsequent Closing Date, if any, certificates of the Partnership and the General Partner, reasonably substance satisfactory to you, as to the accuracy effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, is duly qualified to do business and is in good standing as a foreign corporation in the Commonwealth of Massachusetts; and to the best of such counsel's knowledge, the Company has no subsidiaries. (ii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the representations and warranties issued shares of capital stock of the Partnership Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform to the General Partner herein at description thereof contained in the Prospectus. (iii) The shares of the Stock have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and will conform to the description thereof contained in the Prospectus. (iv) There are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the Stock pursuant to any agreement or other outstanding instrument known to such counsel, pursuant to the Company's corporate charter, including the Articles Supplementary, and by-laws and any other agreement or other instrument known to such counsel, except for the restrictions on transfer of the shares of Stock contained in the Auction Agent Agreement. (v) To the best of such counsel's knowledge, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or asset of the Company is the subject which, if determined adversely to the Company are reasonably likely to have a material adverse effect on the consolidated financial position, stockholders' equity, results of operations, business or prospects of the Company; and, to the best of such counsel's knowledge, no such proceedings are threatened by governmental authorities or others. (vi) The Registration Statement is effective under the Acts; any required filing of the Prospectus pursuant to Rule 497 has been made within the time period required by Rule 497; and no stop-order suspending the effectiveness of the Registration Statement or order pursuant to Section 8(e) of the Investment Company Act has been issued and, to the knowledge of such counsel, no proceeding for any such purpose is pending or threatened by the Commission. (vii) The Registration Statement, as of the Effective Date, and the Closing Date and each Subsequent Closing Date, if anyProspectus, as the case may beof its date, and any further amendments or supplements thereto, as of their respective dates, made by the Company prior to the Delivery Date (other than the financial statements and other financial data contained therein, as to which such counsel need express no opinion), complied as to form in all material respects and with the performance requirements of the Acts and the Rules and Regulations. (viii) The statements made in the Prospectus under the captions "Description of Common Stock," "Description of ATP" (including in the statement of additional information), "Auction Procedures" (including in the statement of additional information), "Rating Agency Guidelines -- 'aaa'/AAA Rating," "Rating Agency Guidelines" and "Conversion to Open-End Status and Repurchase of Shares," insofar as they purport to summarize the provisions of documents or agreements specifically referred to therein, fairly present the information called for with respect thereto by Form N-2. (ix) To the best of such counsel's knowledge, there are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Partnership Acts or by the Rules and Regulations which have not been filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules and Regulations. (x) To the best of such counsel's knowledge, the Company is not in default under any material agreement, indenture or instrument to which it is a party or by which its property may be bound or in violation of its corporate charter, including the Articles Supplementary, or by-laws. (xi) This Agreement has been duly authorized, executed and delivered by the Company. The Company Agreements have each been duly authorized, executed and delivered by the Company; each constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (or whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The issue and sale of shares of Stock by the Company and the compliance by the Company with all of the provisions of this Agreement and the Company Agreements and the consummation of the transactions contemplated hereby and thereby will not result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under, any material indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument of which such counsel has knowledge and to which the Company is a party or by which the Company is bound or to which any of the properties or assets of the Company is subject, nor will such actions result in any violation of the provisions of the corporate charter, including the Articles Supplementary, or by-laws of the Company, any Massachusetts or Maryland statute, the Securities Act, the Exchange Act, the Investment Company Act or any order, rule or regulation, of which such counsel has knowledge, of any court or governmental agency or body having jurisdiction over the Company or any of its properties or assets; and except for the registration of the Stock under the Acts and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Stock by you, and the rating agency confirmation required pursuant to Part I, Section 12(c) of the Articles Supplementary, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement or the Company Agreements and the consummation of the transactions contemplated hereby and thereby. (xii) The Company is registered with the Commission under the Investment Company Act as a closed-end, diversified management investment company; all required action has been taken by the Company under the Acts to make the public offering and consummate the sale of the Stock pursuant to this Agreement; the provisions of the corporate charter, including the Articles Supplementary, and by-laws of the Company comply as to form in all material respects with the requirements of the Investment Company Act; the provisions of the corporate charter, including the Articles Supplementary, and by-laws of the Company and the investment policies and restrictions described in the Prospectus under the captions "Investment Objective and Policies" and "Investment Restrictions" comply in all material respects with the requirements of the Investment Company Act. (xiii) The statements contained in the Prospectus under the captions "Taxation" (in both the prospectus and statement of additional information) insofar as they describe federal statutes, rules and regulations, constitute a fair summary thereof. In rendering such opinion, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the Commonwealth of Massachusetts and the General Partner Corporation Law of all the State of their obligations hereunder Maryland and that such counsel is not admitted in the State of Maryland; and (ii) rely (to be performed at or prior the extent such counsel deems proper and specifies in its opinion), as to matters involving the application of the laws of the State of Maryland upon other counsel of good standing, provided that such other counsel is satisfactory to you and furnishes a copy of its opinion to you. Such counsel shall also have furnished to you a statement, addressed to you and dated the Delivery Date, in form and substance satisfactory to the you, to the effect that (x) such counsel has acted as counsel to the Company on a regular basis and has acted as counsel to the Company in connection with the preparation of the Registration Statement, and (y) based on the foregoing, no facts have come to the attention of such counsel which lead it to believe that the Registration Statement, as of the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the Closing Date and each Subsequent Closing Datestatements therein not misleading, as or that the case may beProspectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary, in light of the circumstances under which they were made, in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Conditions of Your Obligations. Your obligations hereunder shall be subject, in your discretion, In addition to the conditions (i) that all representations execution and warranties and other statements delivery of the Partnership and the General Partner contained in this Agreement are at and as of the Effective Date, the Closing Date and each Subsequent Closing Date true and correct and (ii) that the Partnership and the General Partner shall have performed all of their obligations hereunder to be performed on the Effective Date, the Closing Date and each Subsequent Closing Date. In additionPrice Determination Agreement, your obligations shall be hereunder are subject to the following conditions: (a) The Registration Statement Prospectus shall have become effective, been filed as required by Section 3(a) and you shall, have received notice thereof, not later than 10:00 a.m., eastern standard time, on the date of this Agreement, or at such other time and date as you may agree; at the Closing Date and each Subsequent Closing Date, (i) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated be pending or threatened by the commission Commission, (ii) no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and all requests no proceeding for such purpose shall be pending before or threatened or contemplated by the Commission or the authorities of any such jurisdiction, (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been complied with to your reasonable satisfaction;the satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to you and you did not object thereto in good faith, and you shall have received certificates, dated the Closing Date and the Option Closing Date and signed by the Chief Executive Officer or the Chairman of the Board of Directors of the Company and the Chief Financial Officer of the Company (who may, as to proceedings threatened, rely upon the best of their information and belief), to the effect of clauses (i), (ii) and (iii). (b) The United States Since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have become engaged in hostilities which resulted been a material adverse change in the declarationgeneral affairs, on business, business prospects, properties, management, condition (financial or after otherwise) or results of operations of the date Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of this Agreementbusiness, in each case other than as set forth in or contemplated by the Registration Statement and the Prospectus and (ii) neither the Company nor any of a national emergency its subsidiaries shall have sustained any material loss or war interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the effect of which Registration Statement and the Prospectus, if in your reasonable judgment any such development makes it impracticable or inadvisable to proceed with consummate the sale and delivery of the Shares by you at the public offering of the Units in the manner contemplated in the Prospectus;price. (c) No domestic or international event or act shall have materially disrupted, or Since the respective dates as of which information is given in the reasonable exercise of your opinion will in Registration Statement and the immediate future materially disruptProspectus, securities markets; trading on the New York Stock Exchange, the American Stock Exchange or the NASD's automated quotation system ("NASDAQ") shall not have been suspended; minimum prices for trading shall not have been fixed, and maximum ranges for prices for securities shall not have been required on the New York Stock Exchange, the American Stock Exchange or NASDAQ; no banking moratorium shall have been declared by a state or federal authority; and there shall have been no litigation or other development having a proceeding instituted against the Company or any of its subsidiaries or any of their respective officers or directors in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would materially adverse impact on and adversely affect the Partnership business, properties, business prospects, condition (financial or the General Partner; (dotherwise) The Partnership shall have furnished or caused to be furnished to you at the Effective Date, the Closing Date, and each Subsequent Closing Date, if any, certificates results of operations of the Partnership Company and the General Partner, reasonably satisfactory to you, its subsidiaries taken as to the accuracy of the representations and warranties of the Partnership and the General Partner herein at and as of the Effective Date, the Closing Date and each Subsequent Closing Date, if any, as the case may be, and as to the performance by the Partnership and the General Partner of all of their obligations hereunder to be performed at or prior to the Effective Date, the Closing Date and each Subsequent Closing Date, as the case may bea whole.