Subscription to limited partner units. The undersigned tenders this subscription and applies for the purchase of the number of limited partnership interests (the "interests") shown on page _________ (but not less than _________ interests or $_____ and of _________, a _________ limited partnership (the "partnership"), at a price of $_____ per interest, and encloses full payment of the purchase price for such interests. Payment shall be made by certified or bank cashier's check payable to the order of _________. You agree to deposit this payment in escrow with _________, for the benefit of the undersigned. You agree that the money will be returned promptly to the undersigned, without interest, unless at least _________ interests offered by the prospectus ("prospectus") of the partnership dated _________, 19__ have been subscribed and the payments for made by _________, 19__ or if the partnership has not received by _________, 19__ a ruling from the Internal Revenue Service to the effect that the partnership will be treated as a partnership and not a corporation for federal income tax purposes. The undersigned acknowledges receipt of a copy of the prospectus, as well as the agreement of limited partnership ("agreement") of the partnership attached to the prospectus as exhibit A. The undersigned agrees that if the limited partnership signature page is executed by the general partner of the partnership ("general partner") and this subscription is accepted by the general partner on behalf of the partnership, and by _________, the dealer manager of the offering of the interests ("dealer manager") on or before _________, 19__, he [she] shall (i) become a limited partner of the partnership, (ii) contribute in cash to the capital of the partnership the money enclosed ($_____ per interest) as payment of the purchase price of the interests for which this subscription is accepted, and (iii) otherwise be bound by the terms of the agreement. The undersigned represents and warrants to you as follows: (1). He [She] has a net worth (exclusive of home, furnishings, and automobiles) of at least $_____ or is purchasing in a fiduciary capacity for a person or entity having net worth or, he [she] has a net worth (exclusive of home, furnishings and automobiles) of at least $_____ and an annual income of at least $_____ or is purchasing in a fiduciary capacity for a person or entity having that net worth and annual income. He [She] also has adequate means of providing for current needs and personal contingencies and has no need for liquidity in this investment. (2). He [She] has read and is familiar with the prospectus and the agreement. (3). He [She] has consulted with his [her] tax advisor with respect to the federal and state or local income tax consequences of his [her] participation as a limited partner of the partnership. (4). He [She] understands that the partnership will make an offering to the limited partners in 19__ of additional interests at $_____ per interest (the "19__ interests") in an aggregate number equal to two-thirds of the number of interests purchased by all limited partners in 19__. He [She] as a limited partner will have the first option to purchase the 19__ interests in a number equal to two-thirds of the number of interests purchased by him in 19__. If he [she] elects not to purchase that number of 19__ interests on which he [she] holds first option, he [she] will pay to dealer manager a penalty in 19__ of $_____ for each unpurchased 19__ interest. The general partner is authorized to pay the first cash distributions allocable to dealer manager in satisfaction of this penalty. Losses generated by the partnership's operations in 19__ will be allocated only to holders of the 19__ interest. (5). The undersigned acknowledges and is aware of the following: (a). This subscription may be rejected in whole or in part by the general partner, on behalf of the partnership, or by dealer manager in their sole and absolute discretion. (b). The "risk factors" set forth in the prospectus. (c). No federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation or endorsement of the interests. (d). There are restrictions on the transferability of interest, there will be no public market for interests and, accordingly, it may not be possible to readily liquidate the investment in the partnership. The undersigned agrees not to transfer or assign this subscription or any interest. The undersigned agrees that if this subscription is accepted, the assignment and transferability of the interests subscribed for by the undersigned will be governed by the agreement and all applicable laws. The undersigned constitutes and appoints the general partner, with full power of substitution and resubstitution, his [her] true lawful attorney, to sign, execute, certify, acknowledge, file and record any certificates, instruments and documents which may be required of the partnership or of the limited partners of the partnership under the laws of the state of _________ or the laws of any state or by any governmental agency, or which the general partner deems necessary or advisable to file, record or deliver. The undersigned acknowledges and agrees that he [she] is not entitled to cancel, terminate or revoke this subscription, any agreements of the undersigned or the power of attorney granted and that the subscription, agreements, and power of attorney shall survive the death or disability of the undersigned or any assignment by the undersigned of an interest. However, if the general partner and the dealer manager have not accepted this subscription on or before _________, 19__, by depositing in the United States mail, postage prepaid, a written notice of acceptance in the form of two signed copies of the limited partnership signature page addressed to the undersigned at the address set forth below, this subscription, all agreements of the undersigned and the power of attorney granted shall automatically be cancelled, terminated and revoked. The undersigned agrees to be bound by all of the representations of the general partner as attorney-in-fact and waives any and all defenses which may be available to contest, negate or disaffirm the actions of the general partner or its successors under this power of attorney, and ratifies and confirms all acts which the attorney-in-fact may take as attorney-in-fact in all respects as though performed by the undersigned. In witness the undersigned has executed this subscription this _________ day of _________, 19__. Number of interests (6 interests minimum) _________ Payment tendered herewith ($1,000 times number of interests): $_____ As of this date I am the beneficial owner of the number of shares of capital stock of _________(i.e., dealer manager) set forth below: Common stock _________ _________(Taxpayer identification or social security No. of subscriber) _________(Print street address of subscriber's residence) _________(Print city, state and zip code of subscribers residence) _________(Print mailing address of subscriber) _________(Print name of subscriber as it should appear in agreement) _________(Signature of subscriber) _________(Name of soliciting dealer) State of _________     ss County of _________     On _________, 19__, before me, the undersigned, a notary public, personally appeared _________, known to me to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged that he executed the same. _________(Notary Public)