Common use of Payment of Expenses and Fees Clause in Contracts

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and MD and the Partnerships will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 or more of subscription funds for a Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. In the event that either (1) subscription funds of $1,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealer. (c) Upon the receipt and acceptance of $1,000,000 in subscriptions for a Partnership, MD may, but is not obligated to, advance to you from MD's own funds sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealer. (e) If the Closing for the sale of Interests in a Partnership occurs, as compensation for your services under this Agreement, MD shall pay you from its own funds: (i) a cash sales commission based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, and (ii) you may also be reimbursed up to one-half percent (1/2%) of the sales price of Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsections, less any sales concessions and due diligence fees advanced to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any such sales commissions or due diligence fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees will be paid on subscriptions refunded for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and Dealer Manager, MD and the Partnerships will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 or more of subscription funds for a Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such portion of the advancement as represents sales commissions and due diligence fees which would otherwise be payable to you. In the event that either (1i) subscription funds of $1,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealerby means of such reallowance. (c) Upon the receipt and acceptance of $1,000,000 in subscriptions for a Partnership, MD may, but is not obligated to, advance to you from MD's its own funds prior to the Closing of the offering of Interests in that Partnership sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such advancement. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related that Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect by means of such reallowance to the extent that such relate to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealersubscriber. (e) If the Closing for the sale of Interests in a Partnership occurs, as compensation for your services under this Agreement, Agreement MD shall will pay you from its own funds: funds at that Closing, to the Dealer Manager and the Dealer Manager shall immediately reallow to you (i) a cash sales commission commissions based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, you and (ii) you may also be reimbursed up to one-half percent (1/2%) of the sales price of for Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsections, less any sales concessions commissions and due diligence fees advanced previously reallowed to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any no such sales commissions or due diligence fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees will be paid on subscriptions refunded returned for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and MD and the Partnerships will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel.. Mewbourne Energy 02-03 Drilling Programs Dealer Manager Agreement , 2002 Page 13 (b) Prior to the time that $1,000,000 or more of subscription funds for a Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. In the event that either (1) subscription funds of $1,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealer. (c) Upon the receipt and acceptance of $1,000,000 in subscriptions for a Partnership, MD may, but is not obligated to, advance to you from MD's own funds sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealer. (e) If the Closing for the sale of Interests in a Partnership occurs, as compensation for your services under this Agreement, MD shall pay you from its own funds: (i) a cash sales commission based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, and (ii) you may also be reimbursed up to one-half percent (1/2%) of the sales price of Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsections, less any sales concessions and due diligence fees advanced to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any such sales commissions or due diligence fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees will be paid on subscriptions refunded for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and Dealer Manager, MD and the Partnerships Partnership will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 or more of subscription funds for a the Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such portion of the advancement as represents sales commissions and due diligence fees which would otherwise be payable to you. In the event that either (1i) subscription funds of $1,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a the Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealerby means of such reallowance. (c) Upon the receipt and acceptance of $1,000,000 in subscriptions for a Partnership, MD may, but is not obligated to, advance to you from MD's its own funds prior to the Closing of the offering of Interests in that Partnership sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such advancement. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to Xxxxxxxxx Development 04-05 Drilling Program Soliciting Dealer Agreement _____________, 2004 Page 12 refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect by means of such reallowance to the extent that such relate to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealersubscriber. (e) If the Closing for the sale of Interests in a Partnership occurs, as compensation for your services under this Agreement, Agreement MD shall will pay you from its own funds: funds at that Closing, to the Dealer Manager and the Dealer Manager shall immediately reallow to you (i) a cash sales commission commissions based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, you and (ii) you may also be reimbursed up to one-half percent (1/2-1/2%) of the sales price of for Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsections, less any sales concessions commissions and due diligence fees advanced previously reallowed to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any no such sales commissions or due diligence fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees will be paid on subscriptions refunded returned for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and MD and the Partnerships Partnership will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 or more of subscription funds for a the Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. In the event that either (1) subscription funds of $1,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a the Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a the Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealer. (c) Upon the receipt and acceptance of $1,000,000 in subscriptions for a the Partnership, MD may, but is not obligated to, advance to you from MD's own funds sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealer. (e) If the Closing for the sale of Interests in a the Partnership occurs, as compensation for your services under this Agreement, MD shall pay you from its own funds: (i) a cash sales commission based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, and (ii) you may also be reimbursed up to one-half percent (( 1/2%) of the sales price of Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 Section 4 of Appendix F to the NASD Conduct Rules and its subsectionsof Fair Practice, less any sales concessions and due diligence fees advanced to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any such sales commissions or due diligence fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees will be paid on subscriptions refunded for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and MD and the Partnerships Partnership will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 or more of subscription funds for a the Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. In the event that either (1) subscription funds of $1,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a the Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a the Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealer. (c) Upon the receipt and acceptance of $1,000,000 in subscriptions for a the Partnership, MD may, but is not obligated to, advance to you from MD's own funds sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealer. (e) If the Closing for the sale of Interests in a the Partnership occurs, as compensation for your services under this Agreement, MD shall pay you from its own funds: (i) a cash sales commission based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, and (ii) you may also be reimbursed up to one-half percent (( 1/2%) of the sales price of Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsections, less any sales concessions and due diligence fees advanced to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any such sales commissions or due diligence fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees will be paid on subscriptions refunded for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and MD and the Partnerships will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 or more of subscription funds for a the Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such portion of the advancement as represents sales commissions and due diligence fees which would otherwise be payable to you. In the event that either (1i) subscription funds of $1,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a the Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a the Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealerby means of such reallowance. (c) Upon the receipt and acceptance of $1,000,000 in subscriptions for a the Partnership, MD may, but is not obligated to, advance to you from MD's its own funds prior to the Closing of the offering of Interests in the Partnership sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such advancement. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect by means of such reallowance to the extent that such relate to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealersubscriber. (e) If the Closing for the sale of Interests in a the Partnership occurs, as compensation for your services under this Agreement, Agreement MD shall will pay you from its own funds: funds at that Closing, to the Dealer Manager and the Dealer Manager shall immediately reallow to you (i) a cash sales commission commissions based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, you and (ii) you may also be reimbursed up to one-half percent (1/2%) of the sales price of for Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsections, less any sales concessions commissions and due diligence fees advanced previously reallowed to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any no such sales commissions or due diligence fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees will be paid on subscriptions refunded returned for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and MD and the Partnerships will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 or more of subscription funds for a the Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such portion of the advancement as represents sales commissions and due diligence fees which would otherwise be payable to you. In the event that either (1i) subscription funds of $1,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a the Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a the Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealerby means of such reallowance. (c) Upon the receipt and acceptance of $1,000,000 in subscriptions for a the Partnership, MD may, but is not obligated to, advance to you from MD's its own funds prior to the Closing of the offering of Interests in the Partnership sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such advancement. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect by means of such reallowance to the extent that such relate to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealersubscriber. (e) If the Closing for the sale of Interests in a the Partnership occurs, as compensation for your services under this Agreement, Agreement MD shall will pay you from its own funds: funds at that Closing, to the Dealer Manager and the Dealer Manager shall immediately reallow to you (i) a cash sales commission commissions based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, you and (ii) you may also be reimbursed up to one-half percent (( 1/2%) of the sales price of for Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 Section 4 of Appendix F to the NASD Conduct Rules and its subsectionsof Fair Practice, less any sales concessions commissions and due diligence fees advanced previously reallowed to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any no such sales commissions or due diligence fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees will be paid on subscriptions refunded returned for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and MD and the Partnerships will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 or more of subscription funds for a the Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such portion of the advancement as represents sales commissions and due diligence fees which would otherwise be payable to you. In the event that either (1i) subscription funds of $1,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a the Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a the Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealerby means of such reallowance. (c) Upon the receipt and acceptance of $1,000,000 in subscriptions for a the Partnership, MD may, but is not obligated to, advance to you from MD's its own funds prior to the Closing of the offering of Interests in the Partnership sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such advancement. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect by means of such reallowance to the extent that such relate to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealersubscriber. (e) If the Closing for the sale of Interests in a the Partnership occurs, as compensation for your services under this Agreement, Agreement MD shall will pay you from its own funds: funds at that Closing, to the Dealer Manager and the Dealer Manager shall immediately reallow to you (i) a cash sales commission commissions based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, you and (ii) you may also be reimbursed up to one-half percent (( 1/2%) of the sales price of for Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsections, less any sales concessions commissions and due diligence fees advanced previously reallowed to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any no such sales commissions or due diligence fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees will be paid on subscriptions refunded returned for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and MD and the Partnerships will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 5,000,000 or more of subscription funds for a Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. In the event that either (1) subscription funds of $1,000,000 5,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealer. (c) Upon the receipt and acceptance of $1,000,000 5,000,000 in subscriptions for a Partnership, MD may, but is not obligated to, advance to you from MD's own funds sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealer. (e) If the Closing for the sale of Interests in a Partnership occurs, as compensation for your services under this Agreement, MD shall pay you from its own funds: (i) a cash sales commission based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, and (ii) you may also be reimbursed up a marketing fee equal to one-half percent (( 1/2%) of the sales price of Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsectionsyou, less any sales concessions and due diligence fees advanced to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any such sales commissions or due diligence fees marketing fee for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees marketing fee will be paid on subscriptions refunded for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and MD and the Partnerships will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 5,000,000 or more of subscription funds for a Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. In the event that either (1) subscription funds of $1,000,000 5,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealer. (c) Upon the receipt and acceptance of $1,000,000 5,000,000 in subscriptions for a Partnership, MD may, but is not obligated to, advance to you from MD's own funds sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealer. (e) If the Closing for the sale of Interests in a Partnership occurs, as compensation for your services under this Agreement, MD shall pay you from its own funds: (i) a cash sales commission based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, and (ii) you may also be reimbursed up to one-half percent (1/2%) of the sales price of Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsections, less any sales concessions and due diligence fees advanced to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any such sales commissions or due diligence fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees will be paid on subscriptions refunded for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and Dealer Manager, MD and the Partnerships Partnership will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel.. Mewbourne Development 02-03 Drilling Program Soliciting Dealer Agreemexx , 2002 Page 13 (b) Prior to the time that $1,000,000 or more of subscription funds for a the Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such portion of the advancement as represents sales commissions and due diligence fees which would otherwise be payable to you. In the event that either (1i) subscription funds of $1,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a the Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealerby means of such reallowance. (c) Upon the receipt and acceptance of $1,000,000 in subscriptions for a Partnership, MD may, but is not obligated to, advance to you from MD's its own funds prior to the Closing of the offering of Interests in that Partnership sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such advancement. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect by means of such reallowance to the extent that such relate to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealersubscriber. (e) If the Closing for the sale of Interests in a Partnership occurs, as compensation for your services under this Agreement, Agreement MD shall will pay you from its own funds: funds at that Closing, to the Dealer Manager and the Dealer Manager shall immediately reallow to you (i) a cash sales commission commissions based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, you and (ii) you may also be reimbursed up to one-half percent (1/2%) of the sales price of for Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsections, less any sales concessions commissions and due diligence fees advanced previously reallowed to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any no such sales commissions or due diligence fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees will be paid on subscriptions refunded returned for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and MD and the Partnerships Partnership will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 or more of subscription funds for a the Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. In the event that either (1) subscription funds of $1,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a the Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a the Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealer.. Mewbxxxxx Xxxrgy 98 Drilling Program Dealer Manager Agreement ________________, 1998 Page 13 (c) Upon the receipt and acceptance of $1,000,000 in subscriptions for a the Partnership, MD may, but is not obligated to, advance to you from MD's own funds sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. (d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealer. (e) If the Closing for the sale of Interests in a the Partnership occurs, as compensation for your services under this Agreement, MD shall pay you from its own funds: (i) a cash sales commission based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, and (ii) you may also be reimbursed up to one-half percent (1/2%) of the sales price of Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsections, less any sales concessions and due diligence fees advanced to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any such sales commissions or due diligence fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence fees will be paid on subscriptions refunded for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and Dealer Manager, MD and the Partnerships Partnership will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 5,000,000 or more of subscription funds for a the Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence marketing fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such portion of the advancement as represents sales commissions and marketing fees which would otherwise be payable to you. In the event that either (1i) subscription funds of $1,000,000 5,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a the Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence marketing fees advanced to you and which have not been reallowed to a Soliciting Dealerby means of such reallowance. (c) Upon the receipt and acceptance of $1,000,000 5,000,000 in subscriptions for a Partnership, MD may, but is not obligated to, advance to you from MD's its own funds prior to the Closing of the offering of Interests in that Partnership sales commissions and due diligence marketing fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such advancement. (d) In the event that MD makes an advance of sales commissions and due diligence marketing fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to Mewbourne Development 06-07 Drilling Program Soliciting Dealer Agreemexx _____________, 2006 Page 12 refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence marketing fees advanced to you with respect by means of such reallowance to the extent that such relate to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealersubscriber. (e) If the Closing for the sale of Interests in a Partnership occurs, as compensation for your services under this Agreement, Agreement MD shall will pay you from its own funds: funds at that Closing, to the Dealer Manager and the Dealer Manager shall immediately reallow to you (i) a cash sales commission commissions based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, you and (ii) you may also be reimbursed up to marketing fees based on one-half of one percent (1/20.5%) of the sales price of for Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsectionsmarketing fees, less any sales concessions commissions and due diligence marketing fees advanced previously reallowed to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any no such sales commissions or due diligence marketing fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence marketing fees will be paid on subscriptions refunded returned for any reason to subscribers prior to that Closing.

Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and Dealer Manager, MD and the Partnerships Partnership will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel. (b) Prior to the time that $1,000,000 5,000,000 or more of subscription funds for a the Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's ’s own funds the sales commissions and due diligence marketing fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such portion of the advancement as represents sales commissions and marketing fees which would otherwise be payable to you. In the event that either (1i) subscription funds of $1,000,000 5,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a the Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence marketing fees advanced to you and which have not been reallowed to a Soliciting Dealerby means of such reallowance. (c) Upon the receipt and acceptance of $1,000,000 5,000,000 in subscriptions for a Partnership, MD may, but is not obligated to, advance to you from MD's its own funds prior to the Closing of the offering of Interests in that Partnership sales commissions and due diligence marketing fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent. Any such advancement shall be made initially to the Dealer Manager and the Dealer Manager shall immediately reallow to you such advancement. (d) In the event that MD makes an advance of sales commissions and due diligence marketing fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence marketing fees advanced to you with respect by means of such reallowance to the extent that such relate to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealersubscriber. (e) If the Closing for the sale of Interests in a Partnership occurs, as compensation for your services under this Agreement, Agreement MD shall will pay you from its own funds: funds at that Closing, to the Dealer Manager and the Dealer Manager shall immediately reallow to you (i) a cash sales commission commissions based on eight percent (8%) of the sales price of Interests, which you shall reallow to the Soliciting Dealers for the Interests sold by them, you and (ii) you may also be reimbursed up to marketing fees based on one-half of one percent (1/20.5%) of the sales price of for Interests sold by you for actual expenses incurred in affirmatively discharging your due diligence responsibilities pursuant to Rule 2810 of the NASD Conduct Rules and its subsectionsmarketing fees, less any sales concessions commissions and due diligence marketing fees advanced previously reallowed to you prior to that Closing under Section 6(b) or (c) above, except that neither you nor any Soliciting Dealer will receive any no such sales commissions or due diligence marketing fees for Interests sold to (i) officers, directors or employees of MD or affiliates thereof, (ii) affiliates of the Managing Partner or (iii) if you so elect by notifying MD in writing, any of your officers, directors, employees or registered representatives. No sales commissions or due diligence marketing fees will be paid on subscriptions refunded returned for any reason to subscribers prior to that Closing.” b. Section 1, Section 8 and Section 9 of the Soliciting Dealer Agreement are hereby amended to replace in each section the words “due diligence” with the word “marketing.”