Exhibit 4.1


                                    FORM OF
                           SELECTED DEALERS AGREEMENT

                                   200,000,000
                           BERKELEY INCOME TRUST, INC.
                      A Real Estate Investment Trust (REIT)

                       20,000,000 SHARES at $10 per SHARE

                            San Francisco, California

                                 _________, 2005

Gentlemen:

      The undersigned, Berkeley Capital Securities, LLC (the "Dealer Manager"),
has entered into an agreement (the "Selling Agreement") with Berkeley Income
Trust, Inc., A Maryland Corporation (the "REIT") and the Advisor, Berkeley Trust
Advisors, LLC (the "Advisor") pursuant to which the undersigned has agreed to
use its best efforts to form and manage, as Dealer Manager, a group of
securities dealers (the "Soliciting Dealers") for the purpose of soliciting
offers for the purchase of shares ("Shares") in the REIT. The terms of the
offering are set forth in the REIT's Amended Registration Statement No.
333-109907, on Form S-11 which was filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "1933 Act"). Such Amended registration statement in the form in which it
became effective is referred to herein as the "Registration Statement" and the
prospectus included therein, in the form in which it became effective and in the
form as first filed with the Commission pursuant to its Rule 424, is referred to
herein as the "Prospectus." The terms used but not otherwise defined in this
Agreement have the same meanings as in the Prospectus.

      You are invited to become one of the Soliciting Dealers and by your
confirmation hereof you agree to act in such capacity and to use your best
efforts, in accordance with the following terms and conditions, to find
purchasers for the Shares. You hereby confirm that you are a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD").

      l. You hereby agree to solicit, as an independent contractor and not as
our agent or as an agent of the REIT or the Advisor, persons acceptable to the
Advisor to enter into the Subscription Agreement in the form attached to the
Prospectus. Until such time as subscription proceeds for a total of not less
than 1,000,000 shares are received, accepted and deposited with the escrow
agent, all subscription checks shall be payable to "U. S. Bank - Berkeley Income
Trust Escrow." All Subscription Agreements solicited by you shall be transmitted
promptly to the Dealer Manager in accordance with the instructions set forth in
the Subscription Agreements, and all funds received by you with respect to any


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<PAGE>

Subscription Agreement shall be promptly transmitted to the Dealer Manager. As
used herein the term "promptly transmitted" shall have the meaning set forth in
Rule 15c2-4 under the Securities Exchange Act of 1934 (the "1934 Act"), as
interpreted in NASD Notice to Members 84-64. You hereby agree to comply in full
with such NASD Notice to Members 84-64, as it may be amended from time to time.
We in turn will transmit subscriptions and funds received during the escrow
period to the escrow agent not later than noon of the second business day
following receipt of same by us. After subscriptions for a minimum of 1,000,000
Shares have been received, accepted and deposited with the escrow agent, and
subscription proceeds are thereafter released to the REIT pursuant to the terms
of the escrow agreement, all further subscription checks shall be payable
directly to the REIT. No Subscription Agreement shall be effective unless and
until accepted by the Advisor, and in no event will a subscription be effective
until five days after the investor has received a Prospectus.

      You agree that you will:

            (a) (i) diligently make inquiries as required by law of all
            prospective investors in order to ascertain whether a purchase of
            Shares is suitable for the investors and (ii) inform each
            prospective investor of all pertinent facts relating to the
            liquidity and marketability of the Shares during the term of the
            investment;

            (b) have reasonable grounds to believe, on the basis of information
            obtained from the participant concerning his investment objectives,
            other investments, financial situation and needs, and any other
            information known by you, that:

                  (i) the participant is or will be in a financial position
            appropriate to enable him to realize to a significant extent the
            benefits described in the Prospectus;

                  (ii) the participant has a fair market net worth sufficient to
            sustain the risks inherent in the program, including loss of
            investment and lack of liquidity; and

                  (iii) the program is otherwise suitable for the participant;

            (c) maintain copies of all Subscription Agreements and information
            relating to suitability determinations in your records for the
            longer of (i) six years from the date of investment, (ii) the period
            prescribed by Rule 17a-4 under the 1934 Act, or (iii) the period
            required by applicable state blue sky laws;

            (d) execute no transaction in a discretionary account without prior
            written approval of the transaction by the investor; and



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<PAGE>

            (e) comply in all respects with the Conduct Rules of the NASD in the
            conduct of the offering of Shares.

      Furthermore, you expressly agree to be bound by the escrow agreement
executed by the REIT for the deposit of subscription proceeds pending receipt
and acceptance of subscriptions for a minimum of 120,000 Shares.

      All subscriptions solicited by you will be strictly subject to
confirmation by us and acceptance thereof by the REIT and we, the REIT and the
Advisor, reserve the right in our and its uncontrolled discretion to reject any
such subscription and to accept or reject subscriptions in the order of their
receipt by the REIT or otherwise. A sale of a share shall be deemed to be
completed only after (i) the REIT receives a properly completed subscription
agreement from the Soliciting Dealer, together with payment of the full purchase
price of each purchased Unit from a buyer who satisfies each of the terms and
conditions of the Registration Statement and Prospectus; (ii) a period of five
days has passed following the receipt by the investor of a Prospectus; and (iii)
such subscription agreement has been accepted in writing by the Advisor. Neither
you nor any other person is authorized to give any information or make any
representation other than those contained in the Prospectus or in any
supplemental sales literature furnished by the Dealer Manager or the REIT for
use in making solicitations in connection with the offer and sale of the Shares.

      Upon release by us, you may offer the Shares at the public offering price,
subject to the terms and conditions hereof.

      2. We understand that the REIT will provide you with such number of copies
of the enclosed Prospectus and such number of copies of amendments and
supplements thereto as you may reasonably request. In this connection, the REIT
and the Advisor have represented and warranted to us that the Registration
Statement and the Prospectus, and all amendments or supplements thereto, will
contain all statements which are required to be stated therein in accordance
with the 1933 Act and the Rules and Regulations there under, and neither the
Registration Statement nor the Prospectus, nor any amendment or supplement
thereto, will contain any untrue statement of a material fact or omit any
material fact required to be stated therein or necessary to make the statements
therein not misleading. It is understood by the REIT and the Advisor that
Section (b)(3) of Rule 2810 of the Conduct Rules of the NASD requires that you
determine that all material facts relating to the subject offering are
adequately and accurately disclosed to prospective subscribers and provide a
basis for evaluating the offering, and the REIT and the Advisor therefore have
specifically represented and warranted to us that:

      (a) all items of compensation payable to them and their affiliates are and
      will be set forth in the Prospectus under the caption "Management
      Compensation";

      (b) all types of real property to be acquired by the REIT are and will be
      described in the Prospectus under the caption "Investment Objectives and
      Policies - Types of Property" or in a supplement to be included inside the
      back cover of the Prospectus;



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<PAGE>

      (c) all material tax aspects are and will be set forth in the Prospectus
      under the captions "Income Tax Consequences" and "Risk Factors";

      (d) the financial position and business experience of the Advisor and of
      those affiliates of the Advisor who are of relevance to the subject
      offering are and will be accurately and adequately reflected in the
      Prospectus under the captions "Management" and "Prior Performance
      Summary";

      (e) all material conflicts of interest and risk factors are and will be
      set forth in the Prospectus under the captions "Conflicts of Interest" and
      "Risk Factors"; and

      (f) all pertinent facts relating to the liquidity and marketability of the
      Shares are and will be set forth in the Prospectus under the captions
      "Risk Factors - Limited Transferability of Shares" and "Summary of the
      Limited Partnership Operating Agreement - Transferability of Shares."

      We also understand that the REIT may provide you with certain supplemental
sales material to be used by you in connection with the solicitation of Shares
in the REIT. We will comply with the filing requirements of Section 2210(c)(2)
of the NASD Conduct rules with respect to any advertisements or sales literature
to be used as supplemental sales material in connection with the solicitation of
Shares. You agree not to use any advertisement or sales literature, as those
terms are defined in Section 2210(a) of the NASD Conduct Rules, as supplemental
sales literature in the solicitation of Shares except to the extent such
materials are provided by us or we have given our prior written approval for use
of such materials. In the event you elect to use supplemental sales material,
you agree that such material shall not be used in connection with the
solicitations of Shares unless accompanied or preceded by the Prospectus as then
currently in effect and as it may be amended or supplemented in the future,
unless you are notified by us that such material has been prepared and cleared
for use in compliance with the SEC's Rule 134. Upon your request, we will
furnish to you information necessary to confirm the continued fairness,
accuracy, and completeness of the Prospectus in all material respects during the
offering period.

      We shall have full authority to take such action as we may deem advisable
in respect of all matters pertaining to the offering. We shall be under no
liability to you except for lack of good faith and for obligations expressly
assumed by us in this Agreement. Nothing contained in this paragraph is intended
to operate as, and the provisions of this paragraph shall not constitute, a
waiver by you of compliance with any provision of the 1933 Act, or of the rules
and regulations there under.



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<PAGE>

      You confirm that you are familiar with Securities Act Release No. 4968 and
Rule l5c2-8 under the 1934 Act, relating to the distribution of preliminary and
final prospectuses, and confirm that you have complied and will comply
therewith. We will make available to you, to the extent they are made available
to us by the REIT, such number of copies of the Prospectus as you may reasonably
request for the purposes contemplated by the 1933 Act and the applicable rules
and regulations there under.

      You agree that you will exercise due diligence in determining that all
material facts are adequately and accurately disclosed in the Prospectus. For
purposes of compliance with Sections (b)(3)(A) and (B) of Rule 2810 of the
Conduct Rules of the NASD regarding due diligence, it is understood and agreed
that you may rely upon the results of an inquiry conducted by another member or
members of the NASD, provided that:

            (i) you have reasonable grounds to believe that such inquiry was
      conducted with due care;

            (ii) the results of the inquiry were provided to you with the
      consent of the member or members conducting or directing the inquiry; and

            (iii) no member that participated in the inquiry is a sponsor of the
      REIT or an Affiliate of such sponsor.

      3. We will be entitled to receive from the REIT a selling commission equal
to 6% of the Gross Proceeds. For your services hereunder, subject to the
condition that Subscription Agreements for a minimum of 1,000,000 Shares have
been received and accepted by the Advisor by the termination date of the
offering, you will receive from us a selling commission equal to 6% of the
proceeds from all Subscription Agreements solicited by you and accepted by the
Advisor. It is understood and agreed that no reimbursement will be made for any
due diligence expenses unless they represent bona fide due diligence expenses
incurred by you, such expenses are documented by itemized invoice and such
invoice is delivered to us by the earlier of a date 90 days after notice of
termination of the offering of Shares or a date two years from the date the
offering commences.

      In the event that a sale of Shares for which you have solicited a
Subscription Agreement shall not occur, whether by reason of the failure of any
condition specified herein or in the Subscription Agreement or the Selling
Agreement, rejection of the subscription by the REIT or otherwise, no payment
with respect to such Unit shall be made to you. Further, it is understood and
agreed that we shall be under no obligation to make payment to you, and you
expressly waive payment, of any commission hereunder except to the extent that
we shall have first received from the REIT the selling commission to which we
are entitled in connection with the subject transaction. Any payment to you will
be payable only with respect to transactions lawful in the jurisdictions where
they occur.



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<PAGE>

      We as Dealer Manager may, in our discretion, permit the Advisor, a
Soliciting Dealer or any Affiliate or employee of any of the foregoing or
certain clients of registered investment advisers to purchase Shares net of the
6% retail selling commissions at a per Share price of $9.40, as more
specifically described in the Prospectus under "Plan of Distribution -
Investments by Certain Persons." Any such sale of Shares net of retail
commissions will only be permitted if and to the extent that the Soliciting
Dealer which would otherwise be entitled to a selling commission on any such
transaction agrees to such terms. Therefore, we will by separate letter
agreement establish the amount of selling commission, if any, on transactions
for which you would otherwise be entitled to the full selling commission, but
which are eligible for the reduction. It shall be your responsibility to notify
your Affiliates and employees as to the amount, if any, by which you agree to
reduce compensation otherwise payable to you.

      As described in the Prospectus, we may from time to time during the
offering establish a non-cash sales incentive bonus program, subject to prior
NASD approval and compliance with all applicable NASD rules and procedures.

      4. This Agreement may be terminated by us or by you at any time upon five
days' written notice.

      5. In soliciting persons to acquire the Shares, you agree to comply with
any applicable requirements of the 1933 Act, the 1934 Act, the published rules
and regulations there under and the Conduct Rules of the NASD and, in
particular, you agree that you will not give any information or make any
representation other than those contained in the Prospectus and in any
supplemental sales literature furnished to you by the REIT or us for use in
making such solicitations. You further confirm and agree that, in connection
with any assistance you may provide in the sale or transfer of Shares, you will
fulfill your obligations pursuant to Sections (b)(2)(B) and (b)(3)(D) of Rule
2810 of the Conduct Rules of the NASD.

      6. We assume no obligation or responsibility in respect of the
qualification of the Shares under the laws of any jurisdiction, except to the
extent that we have affirmatively represented to you the effectiveness of any
such qualification. The Blue Sky Memorandum enclosed, or to be promptly
furnished to you, indicates the states in which it is believed by the REIT that
the Shares are exempt from, or have been qualified under, the applicable state
securities or "blue sky" laws and the restrictions, if any, on the rights of
dealers to solicit sales thereof. It is understood that under no circumstances
will you engage in any activities hereunder in any state which is not listed in
said Blue Sky Memorandum as a state in which the Shares are exempt from, or
qualified under, the state securities or "blue sky" laws. Solicitations are to
be made only by Soliciting Dealers qualified to act as such for such purpose
within the states in which they make such solicitations.



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<PAGE>

      7. Nothing contained herein shall constitute the Soliciting Dealers and
us, or any of them, an association, partnership, unincorporated business, or
other separate entity. We shall be under no liability to make any payment to you
except out of funds received by us from the REIT as hereinabove provided, and we
shall not be under any liability for or in respect of the value or validity of
the Subscription Agreements, the Shares, or the performance by anyone of any
agreement on its part, or for, or in respect of any matters connected with this
Agreement. Notwithstanding the previous sentence, we shall be fully liable to
you for any damages or harm suffered by you as a direct result of our lack of
good faith, or for obligations expressly assumed by us in this Agreement.

      8. It is expressly understood that the Dealer Manager may cooperate with
other broker dealers who are licensed members of the NASD, registered as broker
dealers with the SEC and duly licensed by the appropriate regulatory agency of
each state in which they will offer and sell the Shares of the REIT. Such other
NASD members may be employed by the Dealer Manager as Soliciting Dealers on
terms and conditions identical or similar to this Agreement and shall receive
such rates of commission as are agreed to between the Dealer Manager and the
respective other Soliciting Dealers and as are in accordance with the terms of
the Registration Statement, and to that extent such other Soliciting Dealers
shall compete with you in the sale of the Shares.

      9. Under the Selling Agreement, the Advisor has agreed to indemnify us,
the Soliciting Dealers and each person, if any, who controls us or any
Soliciting Dealer within the meaning of the 1933 Act against certain liabilities
under such Act. Each Soliciting Dealer agrees to indemnify the Advisor and the
REIT as provided in Paragraph 7 of the Selling Agreement and to indemnify us and
each other Soliciting Dealer to the same extent and in the same manner as such
Soliciting Dealer agrees to indemnify the Advisor and the REIT. In the execution
of the Selling Agreement, we shall be deemed to have acted as a representative
of each of the Soliciting Dealers, and the Soliciting Dealers shall be deemed to
be in privity of contract with the Advisor and the REIT.

      10. Neither the Dealer Manager, the REIT or the Advisor, nor any
affiliates thereof, will (a) notify or actively solicit your clients with
respect to any further transactions, or (b) release the name and/or account
information or any of your clients to any other party unless required by court
order, an authorized governmental or self-regulatory entity, or by the Limited
Liability Company Operating Agreement to do so. For purposes of this paragraph
notify or solicit shall not be deemed to include any direct and unassisted
contact by a broker-dealer other than the sponsor, the Dealer Manager or the
REIT. The provisions of this section shall survive any termination of the
Selling Agreement or this Agreement.



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<PAGE>

      11. You understand and acknowledge that in the process of conducting your
due diligence investigation of the Dealer Manager, the REIT or its Advisor, or
any affiliates thereof (each, and "Berkeley Party"), you may be granted access
to, and take possession and control, and otherwise shall have information deemed
confidential in nature by such Berkeley Party. The term "Confidential Materials"
means any materials with respect to, whether or not such materials are
proprietary to, any Berkeley Party, whether or not owned or developed by such
Berkeley Party, which are not generally known other than by such Berkeley Party,
and which you may obtain from an BERKELEY Party through any direct or indirect
contact with an Berkeley party or through your due diligence investigation,
whether performed by you directly or by your agent or nominee. Confidential
Materials include, without limitation, reports, economic models, ideas, plans,
programs and concepts with us or any other Berkeley Party, whether or not such
information meets the legal definition of a "trade secret". You understand and
acknowledge that the Confidential Materials are a unique asset of the respective
Berkeley Party, which provide such Berkeley Party with a significant competitive
advantage and would be harmful to the Berkeley Party if the Confidential
Materials were improperly disclosed. Therefore, you agree to hold in confidence
and to not disclose the Confidential Materials to any person or entity without
our prior written consent, and will not copy or modify any Confidential
Materials without our prior written consent. You hereby also agree to use the
Confidential Materials strictly for your due diligence evaluation of the
Berkeley Party. Further, you agree to not disclose any Confidential Materials to
any third person, or to any of your associates, except those associates who are
required to have the Confidential Materials in order to perform their job duties
in connection with the limited purposes of due diligence evaluation and work
related to the Relationship ("Permitted Use"). You shall assure that each
permitted associate to whom Confidential Materials is disclosed pursuant to a
Permitted Use shall be bound by the terms of this Paragraph 11, and you shall
advised such associate of the existence and contents of the terms of this
confidentiality provision. Nothing will prevent you from producing Confidential
Materials pursuant to any subpoena, but, in such event, you will provide us with
notice so that the respective Berkeley Party may seek a protective order. The
obligation to maintain the confidentiality and non-use will not apply to
Confidential Materials, which is in, or hereinafter becomes part of, the public
domain without breach hereof. You shall further refrain from, directly or
indirectly, using for competitive purposes, disclosing, disseminating or
publishing the Confidential Materials, except as approved in writing by us, and
shall take such steps as are necessary to keep the Confidential Materials
confidential. This provision shall continue to bind you regardless of the
outcome of any sale of Shares or receipt of Commissions. It is agreed and
stipulated by you that the disclosure or use of the Confidential Materials in
violation of this provision by you will cause certain damages to the respective
Berkeley Party, and that the amount of such damages is difficult to calculate.


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<PAGE>

Accordingly, in the event that you cause or permit the disclosure of the
Confidential Materials to a third party and/or use the Confidential Materials
for any reason other than the Permitted Use, the respective Berkeley Party will
have recourse to injunctive relief. The Berkeley Party shall not be prohibited
by this provision from pursuing other remedies, including a claim for losses and
damages. Furthermore, if a dispute regarding this Paragraph 11 arises and you
are not the successful party in the resolution of the dispute, you agree to pay
reasonable attorney's fees and all court costs and other expenses. Upon the
written request of Berkeley, you shall return to Berkeley all written materials
containing the Confidential Materials, except for those Confidential Materials
which you are required, by law, self regulatory organization rule and/or
regulation, to keep. In such case, you shall also deliver to us written
statements signed by you certifying that all Confidential Materials required to
be returned have been returned, within five (5) days of receipt of the request.

      12. We acknowledge that you may form opinions regarding the Dealer
Manager, the REIT, or the Advisor, regarding the Shares including but not
limited to evaluations of the Dealer Manager's, the REIT's or the Advisor's
personnel, track record, financial statements, and terms of the offering. This
evaluation may differ from the Dealer Manager's, the REIT's or the Advisor's
assessment and may be negative in nature. The Dealer Manager, the REIT and the
Advisor acknowledge that said evaluation shall not prohibit you from satisfying
your "best efforts" obligation under the sales agreement. We hereby grant you
the right to communicate to others your evaluations so long as such evaluations
are made in good faith and the communication concerning the evaluations are
consistent with such evaluations and are limited in scope to the extent
reasonably deemed necessary by you to serve your customers and otherwise to
conduct your securities business. We waive any rights of action which may arise
from the circumstances described in this paragraph.

      13. Any controversy or claim arising out of this agreement shall be
settled by arbitration in California in accordance with the then current rules
of the NASD, if appropriate, and otherwise with the then current rules of the
American Arbitration Association. Judgment upon the arbitration award may be
entered in any court having jurisdiction. Reasonable expenses, attorney's fees,
and costs incurred therein shall be paid in accordance with the award of the
arbitrators. The prevailing party shall be reimbursed for the reasonable costs
of the investigation, attorney's fees and court costs.

      14. Any notice from us to you as Soliciting Dealer shall be deemed to have
been duly given if mailed or telegraphed to you at your address set forth below.

      15. To protect Customer Information (as defined below) and to comply as
may be necessary with the requirements of the Gramm-Leach-Bliley Act, the
relevant state and federal regulations pursuant thereto and state privacy laws,
the parties wish to include the confidentiality and non-disclosure obligations
set forth herein.



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<PAGE>

      (a) "Customer Information" means any information contained on a customer's
      subscription documents or other form and all nonpublic personal
      information about a customer that a party receives from the other party.
      "Customer Information" shall include, but not be limited to, name,
      address, telephone number, social security number, health information and
      personal financial information (which may include consumer account
      number).

      (b) The parties understand and acknowledge that they may be deemed to be
      financial institutions subject to applicable federal and state customer
      and consumer privacy laws and regulations, including Title V of the
      Gramm-Leach-Bliley Act (15 U.S.C. 6801, et seq.) and regulations
      promulgated there under (collectively, the "Privacy Laws"), and any
      Customer Information that one party receives from the other party is
      received with limitations on its use and disclosure. The parties agree
      that they are prohibited from using the Customer Information received from
      the other party other than (i) as required by law, regulation or rule, or
      (ii) to carry out the purposes for which one party discloses Customer
      Information to the other party pursuant to the Agreement, as permitted
      under the use in the ordinary course of business exception to the Privacy
      Laws.

      (c) The parties understand and acknowledge that they may be financial
      institutions subject to applicable federal and state customer and consumer
      privacy laws and regulations, including Title V of the Gramm-Leach-Bliley
      Act (15 U.S.C. 6801, et seq.) and regulations promulgated there under
      (collectively, the "Privacy Laws"), and that any Customer Information that
      one party receives from the other party is received with limitations on
      its use and disclosure. The parties agree that they are prohibited from
      using the Customer Information received from the other party other than
      (i) as required by law, regulation or rule, or (ii) to carry out the
      purposes for which one party discloses Customer Information to the other
      party pursuant to this Agreement, or as permitted under the use in the
      ordinary course of business exception to the Privacy Laws.

      (d) The parties shall establish and maintain safeguards against the
      unauthorized access, destruction, loss, or alteration of Customer
      Information in their control which are no less rigorous than those
      maintained by a party for its own information of a similar nature. In the
      event of any improper disclosure of any Customer Information, the party
      responsible for the disclosure will immediately notify the other party.

      (e) The parties agree to discontinue the use of and destroy, where
      applicable and as permissible, under law and regulation, all information,
      ideas, techniques, and materials supplied by the other party upon
      termination of this Agreement. Each agrees to cooperate with the party and
      provide reasonable assistance in ensuring compliance with such Privacy
      Laws to the extent applicable to either party.



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<PAGE>

      (f) The provisions of this paragraph shall survive the termination of the
      Agreement.

      16. Each party to this Agreement represents and warrants that it has
established and implemented anti-money laundering compliance programs, in
accordance with NASD Rule 3011 and Section 352 of the Money Laundering Abatement
Act, which are reasonably expected to detect and cause reporting of suspicious
transactions in connection with the sale of Shares and Interests. In addition,
each party to this Agreement will comply with all applicable laws and
regulations aimed at preventing, detecting, and reporting money laundering and
suspicious transactions, including, without limitation, applicable provisions of
the Bank Secrecy Act and the USA Patriot Act of 2001, as well as regulations
administered by the U.S. Department of the Treasury's Office of Foreign Assets
Control. In addition, each party agrees to take all necessary and appropriate
steps, consistent with applicable laws and regulations, to obtain, verify, and
retain information with regard to client and/or account owner identification and
source of funds for its customers. Each party agrees to notify immediately the
other parties in the event that it has reason to believe that any of its
customers for the Interests, or persons related to the issuance of the
Interests, are engaged in money laundering activities or are associated with any
terrorist or other individuals, entities or organizations sanctioned by the
United States or the jurisdictions in which any party does business.

      Please confirm this agreement to solicit persons to acquire Shares on the
foregoing terms and conditions by signing and returning the form enclosed
herewith.

                                    Very truly yours,

                                    BERKELEY CAPITAL SECURITIES, LLC

                                    By: ______________________________


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<PAGE>


Berkeley Capital Securities, Inc.
Xxxxxxxxxxxxxx
San Francisco, CA
xxxxx-xxxx

      RE: Berkeley Income Trust, Inc.

Gentlemen:

      The undersigned confirms its agreement to act as a Soliciting Dealer as
referred to in the foregoing Soliciting Dealers Agreement, subject to the terms
and conditions of such Agreement. The undersigned confirms that it is a member
in good standing of the National Association of Securities Dealers, Inc.

      PLEASE NOTE: The undersigned further confirms that its registered
representatives (check one):

            __ are authorized

            __ are not authorized

to subscribe for Shares for their own account on terms which include a rebate of
commissions otherwise payable on their investment, as described in the
Prospectus under "Plan of Distribution."

Dated: ________, 200_.     ________________________________________
                                      (Print Name of Firm)

                           By: ____________________________________
                                   (Authorized Representative)

                           ___________________________________________
                             (Print Name of Authorized Representative)

                           Address ___________________________________

                                   ___________________________________

                           Phone Number (___)_________________________




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Send Due Diligence Information To:   Send Marketing Information To:
---------------------------------    -----------------------------

__________________________________   __________________________________

__________________________________   __________________________________


                                     Send Commission Checks To:
                                     --------------------------

                                     __________________________________



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