POTENTIAL CONFLICTS

These include, without limitation:

Which property’s vacant space will be shown and offered to a prospective tenant;

The pricing allocation among properties when two or more partnerships’ properties are to be sold in a single transaction or related transactions; and

The Company’s receipt of certain management fees directly from tenants.

American Life Inc. will use its best efforts to resolve any conflicts that arise in a fair and impartial manner.

Due to the central management by the Company and its principals of all American Life Inc. properties, each of which has a different set of investors, there are unavoidable potential conflicts that may arise and of which investors must be aware and accept.