0001038878-09-000005 Sample Contracts

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 26th, 2009 • Commonwealth Income & Growth Fund VII, LP • Services-miscellaneous equipment rental & leasing • Pennsylvania

THIS AGREEMENT, dated as of ________, 2009, is made by and between COMMONWEALTH INCOME & GROWTH FUND, INC., a Pennsylvania corporation (the “Company”); and COMMONWEALTH CAPITAL SECURITIES CORP., a Pennsylvania corporation (the “Dealer Manager”).

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NON-NEGOTIABLE DEMAND NOTE
Demand Note • February 26th, 2009 • Commonwealth Income & Growth Fund VII, LP • Services-miscellaneous equipment rental & leasing • Delaware

FOR VALUE RECEIVED, COMMONWEALTH George S. Springsteen and Kimberly A. MacDougall, having a business address of 1160 West Swedesford Road, Suite 340, Berwyn, PA 19312 (herein referred to as “Makers”), promise to pay Commonwealth of Delaware, Inc., a Delaware corporation having a business address of 1160 West Swedesford Road, Suite 340, Berwyn, PA 19341 (hereinafter referred to as “Payee”), on demand, the principal sum of One Million Dollars ($1,000,000) lawful money of the United States of America.

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