SMITHTOWN BAY, L.L.C. ("SMITHTOWN") XXXXXX AGREES AND ACKNOWLEDGES:
(i) Smithtown hereby acknowledges that the information being provided by ML
Media Management Inc. ("MLMM") pursuant to this Agreement constitutes
confidential and proprietary information of MLMM. Smithtown agrees that any
list of limited partners obtained by it pursuant to this Agreement shall be
used solely for the purpose of contacting limited partners of the Fund to
inquire as to whether they wish to sell their units to Smithtown or its
affiliates, and for no other purpose. Smithtown, its officers, directors,
principals, agents and affiliates will make all reasonable efforts to
safeguard such list from disclosure to third parties, and will not furnish the
list or the information contained therein to any other person or entity. This
agreement, including this paragraph relating to confidentiality and the uses
to which the list may be put, shall be binding upon Smithtown, its officers,
directors, principals, agents and affiliates.
(ii) Smithtown hereby represents that, Smithtown and any person or entity
controlled, managed or advised by it shall not in any manner acquire, attempt
to acquire, or make a proposal to acquire, directly or indirectly, more than a
5% interest in the Fund through any single offer made to limited partners.
(iii) Smithtown agrees that any communication with any limited partner
identified on the list being provided to it pursuant to this agreement shall
expressly state that "neither Xxxxxxx Xxxxx & Co., Inc., the General Partner
of the Fund, MLMM, the Fund, nor their respective affiliates or subsidiaries
are parties to this offer." Smithtown shall provide in advance to MLMM, World
Financial Center, south Tower, 23rd Floor, New York, NY 10080-6123, Attention:
Xxx Xxxxx (Facsimile (212/236-7360) with a copy of any correspondence that
Smithtown sends to the limited partners of the Fund.
(iv) MLMM will deliver to Smithtown a list of the names and addresses of the
limited partners, and the number of partnership units held by each limited
partner in the Fund. The list will be delivered in ASCII format on 3 1/2 inch
computer disk.
Smithtown Bay, L.L.C.
By: Global Capital Management, Inc.
Signed: /s/ Xxxxxxx X. Xxxx
------------------------
Title: Vice President Dated: 1/24/97
------------------------- ----------------------------
