Common use of Early Investment Incentive Clause in Contracts

Early Investment Incentive. The Manager at any time during this Offering may have opportunities to invest in economically promising transactions for the Fund. The Manager is currently investigating such a transaction that would require an investment by the Fund potentially as early as August of 2005. Investors who provide capital to the Fund early to acquire such Projects, which ultimately provide benefits to all Fund Investors, will receive an incremental benefit. The Fund is offering to such early Investors an Early Investment Incentive upon the following terms and conditions: o For Investors who subscribed to the Fund between May 16, 2005 and June 17, 2005 and have fully paid their Capital Contribution shall be entitled to receive an Early Investment Incentive equal to $12,000 per $150,000 Share. o For Investors that subscribe to the Fund between June 20, 2005 and August 15, 2005 and have fully paid their Capital Contribution shall be entitled to receive an Early Investment Incentive equal to $6,000 per $150,000. o Investors who subscribe to the Fund on or after August 16, 2005 shall not be entitled to, nor shall they receive, an Early Investment Incentive. o The Manager anticipates that the Early Investment Incentive, as described herein, shall be paid either monthly or quarterly and begin when the Manager determines that the Fund has sufficient cash flow. The Manager will continue such payments, as described herein, until the Early Investment Incentive to Investors entitled to such Early Investment Incentive has been paid in full. Thereafter, all Investors share in distributions of the Fund in accordance with their individual ownership percentage. Other than any right to receive an Early Investment Incentive, all o other rights, privileges and obligations of Investors of the Fund shall remain as described herein. Except for an Early Investment Incentive, as described herein, all Investors have the rights as described in this Memorandum and set forth in the LLC Agreement.

Early Investment Incentive. The Manager at any time during this Offering may have opportunities to invest in economically promising transactions for the Fund. The Manager is currently investigating such a transaction that would may require an investment by the Fund potentially as early as August mid-February of 20052006. Early Investors who provide capital to the Fund early to acquire such Projects, which ultimately provide benefits to all Fund Investors, will receive an incremental benefit. The Fund is offering to such early Early Investors an Early Investment Incentive upon the following terms and conditions: o For Investors who subscribed subscribe to the Fund between May 16February 1, 2005 2006 and June 17February 28, 2005 2006 and have fully paid their Capital Contribution shall be entitled to receive an Early Investment Incentive equal to $12,000 per $150,000 Share. o For Investors that who subscribe to the Fund between June 20March 1, 2005 2006 and August 15March 31, 2005 2006 and have fully paid their Capital Contribution shall be entitled to receive an Early Investment Incentive equal to $6,000 8,000 per $150,000. 150,000 Share o Investors who subscribe to the Fund on or after August 16April 1, 2005 2006 shall not be entitled to, nor shall they receive, an Early Investment Incentive. o The Manager anticipates that the Early Investment Incentive, as described herein, shall be paid either monthly or quarterly and begin when the Manager determines that the Fund has sufficient cash flow. The Manager will continue such payments, as described herein, herein until the Early Investment Incentive to Investors entitled to such Early Investment Incentive has incentive have been paid in full. Thereafter, all Investors share in distributions of the Fund in accordance with their individual ownership percentage. o Other than any right to receive an Early Investment Incentive, all o other rights, privileges and obligations of Investors of the Fund shall remain as described herein. Except for an Early Investment Incentive, as described herein, all Investors have the equal rights as described in this Memorandum and set forth in the LLC Agreement.. Voluntary Additional Capital Contributions and Supplemental Offering of Shares The LLC Agreement does not provide for any mandatory assessments of capital from Investors. This means that the Fund cannot require any Investor to contribute more money after such Investor completes his subscription and pays his initial Capital Contributions. The Fund anticipates that the net funds to be raised by this Offering will be adequate to pay and provide sufficient reserves for the Fund's share of all costs of acquiring, drilling and completing the Projects. However, if the Fund should require additional cash in the future for certain purposes such as drilling, completing and developing additional wells or if the Manager determines that the Fund should participate ix xxxlling, completing, equipping, re-working or re-entering any such additional well

Early Investment Incentive. The Manager at any time during this Offering may have opportunities to invest in economically promising transactions for the Fund. The Manager is currently investigating such a transaction that would require an investment by the Fund potentially as early as August September of 2005. Early Investors who provide capital to the Fund early to acquire such Projects, which ultimately provide benefits to all Fund Investors, will receive an incremental benefit. The Fund is offering to such early Early Investors an Early Investment Incentive upon the following terms and conditions: o For Investors who subscribed subscribe to the Fund between May 16September 6, 2005 and June 17October 14, 2005 and have fully paid their Capital Contribution shall be entitled to receive an Early Investment Incentive equal to $12,000 10,000 per $150,000 Share. o For Investors that subscribe to the Fund between June 20, 2005 and August 15, 2005 and have fully paid their Capital Contribution shall be entitled to receive an Early Investment Incentive equal to $6,000 per $150,000. o Investors who subscribe to the Fund on or after August 16October 14, 2005 shall not be entitled to, nor shall they receive, an Early Investment Incentive. o The Manager anticipates that the Early Investment Incentive, as described herein, shall be paid either monthly or quarterly and begin when the Manager determines that the Fund has sufficient cash flow. The Manager will continue such payments, as described herein, herein until the Early Investment Incentive to Investors entitled to such Early early Investment Incentive has been paid in full. Thereafter, all Investors share in distributions of the Fund in accordance with their individual ownership percentage. o Other than any right to receive an Early Investment Incentive, all o other rights, privileges and obligations of Investors of the Fund shall remain as described herein. Except for an Early Investment Incentive, as described herein, all Investors have the equal rights as described in this Memorandum and set forth in the LLC Agreement. Voluntary Additional Capital Contributions and Supplemental Offering of Shares ------------------------------------------------------------------------------ The LLC Agreement does not provide for any mandatory assessments of capital from Investors. This means that the Fund cannot require any Investor to contribute more money after such Investor completes his subscription and pays his initial Capital Contributions. The Fund anticipates that the net funds to be raised by this Offering will be adequate to pay and provide sufficient reserves for the Fund's share of all costs of acquiring, drilling and completing the Projects described in this Memorandum. However, if the Fund should require additional cash in the future for certain purposes such as drilling, completing and developing additional xxxxx or if the Manager determines that the Fund should participate in drilling, completing, equipping, re-working or re-entering any such additional well ("Additional Well Activities"), the Manager may determine, in its discretion, to fund these Additional Well Activities through the use of Fund cash flow or by borrowing. (Although the Manager has authority to borrow money, no Alphabet Fund has ever borrowed money, and the Manager does not intend to borrow in the future.) Alternatively, the Fund may, but is not obligated to, ask Investors, if they desire, to participate in these Additional Well Activities by making voluntary "Additional Capital Contributions". If voluntary Additional Capital Contributions are requested by the Fund to fund Additional Well Activities, the Manager will do so through a supplemental offering of separate class or series of shares. The LLC Agreement provides for the creation and offering of any such class or series and provides the Manager with discretion in determining the nature, scope, amount and terms of such supplemental offering of a class or series of shares. Such discretion is necessary in order to provide the Manager with sufficient flexibility to fashion such supplemental offering in a way that best responds to the proposed project, as well as market conditions that exist at that time. In any event, the opportunity to participate in such supplemental offering of shares and make Additional Capital Contributions will be apportioned among all Investors in proportion to their initial Capital Contributions. If Investors who elect to make Additional Capital Contributions do not supply all of the necessary Additional Capital Contributions requested, the Manager in its discretion may request the Investors or any group thereof or other persons to fund the shortfall with Additional Capital Contributions or, in certain circumstances, loans. An Investor who elects not to participate in any supplemental offering of shares and does not provide Additional Capital Contributions for such Additional Well Activities will have no interest in such Additional Well Activities, but will retain his interest in the Projects in which the Fund has already invested.

Early Investment Incentive. The Manager at any time during this Offering may have opportunities to invest in economically promising transactions for the Fund. The Manager is currently investigating such a transaction that would require an investment by the Fund potentially as early as August of 2005mid-February 2006. Early Investors who provide capital to the Fund early to acquire such Projects, which ultimately provide benefits to all Fund Investors, will receive an incremental benefit. The Fund is offering to such early Early Investors an Early Investment Incentive upon the following terms and conditions: o For Investors who subscribed subscribe to the Fund between May 16February 1, 2005 2006 and June 17February 28, 2005 2006 and have fully paid their Capital Contribution shall be entitled to receive an Early Investment Incentive equal to $12,000 per $150,000 Share. o For Investors that who subscribe to the Fund between June 20March 1, 2005 2006 and August 15March 31, 2005 2006 and have fully paid their Capital Contribution shall be entitled to receive an Early Investment Incentive equal to $6,000 8,000 per $150,000150,000 Share. o Investors who subscribe to the Fund on or after August 16April 1, 2005 2006 shall not be entitled to, nor shall they receive, an Early Investment Incentive. o The Manager anticipates that the Early Investment Incentive, as described herein, shall be paid either monthly or quarterly and begin when the Manager determines that the Fund has sufficient cash flow. The Manager will continue such payments, as described herein, herein until the Early Investment Incentive to Investors entitled to such Early Investment Incentive incentive has been paid in full. Thereafter, all Investors share in distributions of the Fund in accordance with their individual ownership percentage. o Other than any right to receive an Early Investment Incentive, all o other rights, privileges and obligations of Investors of the Fund shall remain as described hereinherein and as set forth in the LLC Agreement. Except for an Early Investment Incentive, as described herein, all Investors have the equal rights as described in this Memorandum and set forth in the LLC Agreement.