The Company warrants that the Memorandum will not contain, and during the course of the Offering the Company will not make, any untrue statement of any material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  Advisor warrants that during the course of the Offering, it will not make any untrue statements of a material fact or omit to state a material fact required to be stated or necessary to make any statement made not misleading concerning the Offering or any matters set forth in or contemplated by the Memorandum.  Each party hereto will indemnify and hold harmless the other party (including each of its directors, officers, employees, partners and agents) with respect to any liability (and actions in respect thereof) incurred by such other party by virtue of the indemnifying party's breach of the foregoing warranties and shall reimburse each indemnified party for any legal or other expenses reasonably incurred in connection with investigating or defending any such liability or action, provided that the indemnifying party shall have the right to control the defense of any claim giving rise to such liability and no such claim shall be settled without the consent of the indemnifying party. The foregoing provisions shall survive termination of this Agreement and the Offering and any investigation with respect thereto by any party hereto.  In addition, Advisor will indemnify and hold harmless the Company (including its directors, officers, employees, partners and agents), on the terms and conditions set forth above, against all liability (and actions in respect thereof) arising out of or based upon any offering of interests in the Fund by Advisor which is in breach of any antifraud securities law or regulation applicable to the Offering or is made in a manner which is contrary to the specifications set forth in the Memorandum.

]*8.        Other Engagements

The Company acknowledges that Advisor is and will be acting as financial advisor to other business enterprises seeking to place securities in the United States and agrees that Advisor's provision of services to such enterprises shall not constitute a breach hereof or of any duty owed to the Company by virtue of this letter agreement.

9.    Term

This letter agreement is effective upon execution by the Company as provided below and shall continue in effect until terminated by either party.

*[10.      Termination

Unless the Offering is sooner abandoned by the Company as provided above (which abandonment shall terminate this engagement), this engagement shall automatically terminate on the date that is one year from the date of this letter unless extended by the parties in writing, and may be sooner terminated by the Company in the following circumstances:  Commencing on the date which is  [spelled number of months] (______) months from the date hereof and at all times thereafter, the Company shall have the right to terminate this engagement on [spelled number of days] (______) days written notice to Advisor if (1) the Company has reasonable grounds to believe that Advisor is devoting less than its best efforts to locate investors for the Fund; or (2) Advisor has not identified new investor candidates for a period of [spelled number of days] (______) consecutive days and has not theretofore identified investors with the potential to invest capital in the Fund of at least $______;

or (3) Advisor, by the conduct of its affairs with potential investors or with the Company, has given either the Company or investors reasonable grounds to believe that the Offering may not be successfully completed.

]**[10. Termination

Either party may terminate this letter agreement at any time and for any reason, with or without cause, effective upon the giving of written notice of termination to the other party; provided, however, that Advisor shall be entitled to full compensation as determined pursuant to Section 3 for any Closing that occurs within one (1) year of the termination date, regardless of the reason for the termination.

]*11.      General Provisions

(a)  This letter agreement shall be governed by and under the laws of the State of ______ without giving effect to conflicts of law principles.  If any provision hereof is found invalid or unenforceable, that part shall be amended to achieve as nearly as possible the same effect as the original provision and the remainder of this letter agreement shall remain in full force and effect.

(b)  Any dispute arising under or in any way related to this letter agreement shall be submitted to binding arbitration by the American Arbitration Association in accordance with the Association's commercial rules then in effect.  The arbitration shall be conducted in ______, ______.  The arbitration shall be binding on the parties and the arbitration award may be confirmed by any court of competent jurisdiction.

(c)   This letter agreement constitutes the entire agreement and final understanding of the parties with respect to the subject matter hereof and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions between the parties, whether written or verbal, express or implied, relating in any way to the subject matter hereof.  Except for amendments of Exhibit ______ by Advisor as provided in Section 2 hereof, this letter agreement may not be altered, amended, modified or otherwise changed in any way except by a written agreement, signed by both parties.

(d)  Any notice or other communication pursuant hereto shall be given to a party at its address below its signature hereto by (1) personal delivery, (2) commercial overnight courier with written verification of receipt, or (3) registered or certified mail.  If so mailed or delivered, a notice shall be deemed given on the earlier of the date of actual receipt or three (3) days after the date of authorized delivery.

(e)  This letter agreement may be executed in counterparts, each one of which shall constitute an original and all of which taken together shall constitute one document.

The Company shall confirm that the foregoing is in accordance with its understanding by signing and returning to Advisor the enclosed copy of this letter agreement, which shall become a binding agreement upon Advisor's receipt.

Advisor is delighted to accept this engagement and looks forward to working with the Company on this assignment.

Sincerely,

______

By:                                                                                                         

        ______, ______

______

______, ______  ______

AGREED AND ACCEPTED:

[Sig Block Party 1]

______

______, ______ ______