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                                                                    EXHIBIT 10.3

             CORPORATE PROPERTY ASSOCIATES 17 - GLOBAL INCORPORATED
                              50 ROCKEFELLER PLAZA
                               NEW YORK, NY 10020

                             SALES AGENCY AGREEMENT

                                November 30, 2007

Carey Financial, LLC
50 Rockefeller Plaza
New York, NY 10020

Ladies and Gentlemen:

Corporate Property Associates 17 - Global Incorporated, a Maryland corporation
(the "Company"), hereby confirms its agreement with you as follows:

     1. Introduction. This Sales Agency Agreement (the "Agreement") sets forth
the understandings and agreements between the Company and you whereby you will
offer and sell on a best efforts basis for the account and risk of the Company,
along with a group of Selected Dealers (as defined in Section 3(c) below) to be
formed with your assistance, up to 250,000,000 shares of common stock, par value
$0.001 per share (each a "Share," and collectively, the "Shares") of the
Company, of which 50,000,000 Shares are being offered pursuant to the Company's
Distribution Reinvestment and Stock Purchase Plan (the "DRIP"), registered on
Form S-11. Shares sold to the public other than through the DRIP shall be sold
at $10 per share (subject to certain volume discounts) and shares sold through
the DRIP shall be sold at $9.50 per share (the "Offering"). The Shares are more
fully described in the Registration Statement referred to below.

     2. Representations and Warranties of the Company.

The Company represents, warrants and agrees that:

          (a) Registration Statement and Prospectus. The Company has filed with
     the Securities and Exchange Commission (the "Commission") a registration
     statement on Form S-11 (File No. 333-140842), for the registration of the
     Shares under the Securities Act of 1933, as amended (the "Securities Act")
     and the regulations thereunder (the "Regulations"). The registration
     statement, as amended, (including financial statements, exhibits and all
     other documents related thereto filed as a part thereof or incorporated
     therein), and any registration statement filed under Rule 462(b) of the
     Securities Act, are herein called the "Registration Statement" and the
     prospectus contained therein is called the "Prospectus," respectively,
     except that if the Registration Statement is amended by a post-effective
     amendment, the term "Registration Statement" shall, from and after the
     declaration of effectiveness of such post-effective amendment, refer to the
     Registration Statement as so amended and the term "Prospectus" shall refer
     to the Prospectus as so amended, and if the Prospectus filed by the Company
     pursuant to Rule 424(b) or 424(c) of the Regulations shall differ from the
     Prospectus on file at the time the Registration Statement or any
     post-effective amendment shall become effective, the term "Prospectus"
     shall refer to the Prospectus filed pursuant to either of such Rules from
     and after the date on which it shall have been filed with the Commission.
     Further, if a separate prospectus is filed and becomes effective with
     respect solely to the

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     DRIP (a "DRIP Prospectus"), the term "Prospectus" shall refer to such DRIP
     Prospectus from and after the declaration of effectiveness of such DRIP
     Prospectus.

          (b) Compliance with the Securities Act. The Registration Statement has
     been prepared and filed by the Company and has been declared effective by
     the Commission. Neither the Commission nor any state securities authority
     has issued any order preventing or suspending the use of any Prospectus
     filed with the Registration Statement or any amendments or supplements
     thereto and no proceeding for that purpose has been instituted, or to the
     Company's knowledge, is threatened or contemplated by the Commission or by
     the states securities authorities. At the time the Registration Statement
     became effective (the "Effective Date") and at the time that any
     post-effective amendments thereto or any additional registration statement
     filed under Rule 462(b) of the Securities Act becomes effective, the
     Registration Statement or any amendment thereto (1) complied, or will
     comply, as to form in all material respects with the requirements of the
     Securities Act and the Regulations and (2) did not or will not contain an
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements therein not misleading. When the
     Prospectus or any amendment or supplement thereto is filed with the
     Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all
     times subsequent thereto through the date on which the Offering is
     terminated ("Termination Date"), the Prospectus (as amended or as
     supplemented) will comply in all material respects with the requirements of
     the Securities Act and the Regulations, and will not include any untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein, in the light
     of the circumstances under which they were made, not misleading.

          (c) The Company. The Company has been duly incorporated and validly
     exists as a corporation in good standing under the laws of the State of
     Maryland with full power and authority to conduct the business in which it
     is engaged in as described in the Prospectus. The Company is duly qualified
     to do business as a foreign corporation and is in good standing in each
     other jurisdiction in which it owns or leases property of a nature, or
     transacts business of a type that would make such qualification necessary
     except where the failure to be so qualified or in good standing could not
     have, individually or in the aggregate, a material adverse effect on the
     financial condition, stockholders' equity, results of operation or business
     of the Company, taken as a whole (a "Material Adverse Effect").

          (d) The Shares. The Shares, when issued, will be duly and validly
     issued, fully paid and non-assessable and will conform in all material
     respects to the description thereof contained in the Prospectus; no holder
     thereof will be subject to personal liability for the obligations of the
     Company solely by reason of being such a holder; such Shares are not
     subject to the preemptive rights of any shareholder of the Company; and all
     corporate action required to be taken for the authorization, issue and sale
     of such Shares has been validly and sufficiently taken.

          (e) Violations. The Company is not in violation of its Articles of
     Incorporation ("Articles") or Bylaws or in default in the performance or
     observance of any material obligation, agreement, covenant or condition
     contained in any contract, indenture, mortgage, loan agreement, note, lease
     or other agreement or instrument to which it is a party or by which it or
     any of its properties is bound.

          (f) Taxes. The Company has filed all federal, state and foreign income
     tax returns which have been required to be filed on or before the due date
     (taking into account all extensions of time to file). The Company has paid
     or provided for the payment of all taxes indicated by said returns and all
     assessments received by the Company to the extent that such taxes or
     assessment have become due, except where the Company is contesting such
     assessments in good faith and except for such taxes and assessments of
     immaterial amounts, the failure of which to pay, would not, individually or
     in the aggregate, reasonably be expected to have a Material Adverse Effect.


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          (g) Pending Action. Except as disclosed in the Registration Statement
     and the Prospectus, there is no action, suit or proceeding pending or, to
     the best of the knowledge, information and belief of the Company,
     threatened to which the Company is a party, before or by any court or
     governmental agency or body which would reasonably be expected to have a
     Material Adverse Effect.

          (h) Financial Statements. The financial statements of the Company,
     including the notes thereto, filed as part of the Registration Statement
     and those included in the Prospectus present fairly in all material
     respects the financial position of the Company as of the date indicated and
     the results of its operations for the periods specified; said financial
     statements have been prepared in conformity with generally accepted
     accounting principles applied on a consistent basis and comply with the
     requirements of Regulation S-X promulgated by the Commission; and
     PricewaterhouseCoopers LLP, whose report is filed with the Commission as a
     part of the Registration Statement, are independent accountants as required
     by the Securities Act and the Regulations.

          (i) No Subsequent Material Events. Since the respective dates as of
     which information is given in the Registration Statement and the
     Prospectus, except as may otherwise be stated in or contemplated by the
     Registration Statement and the Prospectus, (a) there has not been any
     material adverse change in the condition (financial or otherwise) of the
     Company or in the earnings, affairs or business prospects of the Company,
     whether or not arising in the ordinary course of business, and (b) there
     have not been any material transactions entered into by the Company except
     in the ordinary course of business.

          (j) Investment Company Act. The Company does not intend to conduct its
     business so as to be an "investment company" as that term is defined in the
     Investment Company Act of 1940, as amended and the rules and regulations
     thereunder, and it will exercise reasonable diligence to ensure that it
     does not become an "investment company" within the meaning of the
     Investment Company Act of 1940.

          (k) Authorization of Agreement. This Agreement and the Advisory
     Agreement (the "Advisory Agreement") among the Company, Carey Asset
     Management Corp. (the "Advisor") and CPA(R):17 Limited Partnership have
     been duly and validly authorized, executed and delivered by the Company and
     CPA(R):17 Limited Partnership and constitute the valid agreements of the
     Company and CPA(R):17 Limited Partnership enforceable in accordance with
     their terms. The execution and delivery of this Agreement and the Advisory
     Agreement, the consummation of the transactions herein and therein
     contemplated and the compliance with the terms of this Agreement and the
     Advisory Agreement by the Company and CPA(R):17 Limited Partnership will
     not conflict with or constitute a default under (1) the Articles or bylaws
     of the Company or the Operating Partnership Agreement of CPA(R):17 Limited
     Partnership or (2) any indenture, mortgage, deed of trust, lease or other
     agreement or instrument to which the Company is a party, or (3) any law,
     order, rule or regulation, writ, injunction or decree of any government,
     governmental instrumentality or court, domestic or foreign, having
     jurisdiction over the Company, or any of its property, except in the case
     of clauses (2) and (3), where such conflict, breach, violation or default
     would not reasonably be expected to have individually or in the aggregate,
     a Material Adverse Effect and except to the extent that the enforceability
     of the indemnity and/or contribution provisions contained in Section 8 of
     this Agreement may be limited under applicable securities law; and no
     consent, approval, authorization or order of any court or other
     governmental agency or body has been or is required for the performance of
     this Agreement or the Advisory Agreement by the Company, or CPA(R):17
     Limited Partnership, or for the consummation of the transactions
     contemplated hereby and thereby (except such as have been obtained under
     the Securities Act or as may be required under state securities or "blue
     sky" laws in connection with the distribution of the Shares).


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          (l) Description of Agreements. The Company is not a party to or bound
     by any contract or other instrument of a character required to be described
     in the Registration Statement or the Prospectus or to be filed as an
     exhibit to the Registration Statement that is not described and filed as
     required.

          (m) Qualification as a Real Estate Investment Trust. The Company
     intends to satisfy the requirements of the Internal Revenue Code of 1986 as
     amended (the "Code") for qualification of the Company as a real estate
     investment trust. Commencing with the taxable year ending December 31,
     2007, the Company has been organized and has operated in conformity with
     the requirements for qualification as a real estate investment trust under
     the Code and its actual method of operation has enabled it and its proposed
     method of operation as described in the Prospectus will enable it to
     continue to meet the requirements for taxation as a real estate investment
     trust under the Code.

     3. Sales of Shares. On the basis of the representations, warranties and
covenants herein contained, but subject to the terms and conditions herein set
forth, the Company hereby appoints you as its sales agent ("Sales Agent") to
solicit purchasers, along with the Selected Dealers, for the Shares during the
period (the "Effective Term") from the Effective Date to the Termination Date,
including the Shares pursuant to the DRIP, each in the manner described in the
Registration Statement. Subject to the performance by the Company of all
obligations to be performed by it hereunder and the completeness and accuracy of
all of its representations and warranties, you agree to use your best efforts as
Sales Agent, promptly following written or telegraphic receipt of notice of the
Effective Date from the Company, to offer and sell such number of Shares as
contemplated by this Agreement at the price stated in the Prospectus.

          (a) Purchase of Shares. The purchase of Shares must be made during the
     offering period described in the Prospectus, or after such offering period
     in the case of purchases made pursuant to the DRIP (each such purchase
     hereinafter defined as an "Order"). Persons desiring to purchase Shares are
     required to (i) deliver to you or the appropriate Selected Dealer a check
     in the amount of $10 per Share purchased (subject to certain volume
     discounts or other discounts as described in the Prospectus) payable to
     Wells Fargo Bank, N. A., until subscription proceeds reach $10 million and
     thereafter to the Bank of the West (each of such Wells Fargo Bank, N.A. and
     the Bank of the West being an "Agent Bank"), or (ii) authorize a debit of
     such amount to the account such purchaser maintains with you, the
     appropriate Selected Dealer. During the Offering and until the first
     valuation of the Company's assets is completed, Shares issued pursuant to
     the DRIP shall be purchased at $9.50 per share. Subsequent to the first
     annual valuation of the Company's assets, the price of shares purchased
     pursuant to the DRIP will be 95% of the then-current net asset value. For
     investors residing in certain states, an order form in the form attached to
     the Prospectus (each an "Order Form") must be completed and submitted to
     the Company. On a daily basis, you will submit all checks received from
     investors and transfer, via Federal Reserve bank wire, the total amount
     debited from investor accounts for the purchase of Shares along with a list
     including the name, address and telephone number of, the social security
     number or taxpayer identification number of, the brokerage account number
     of (if applicable), the number of Shares purchased by, any election to
     participate in the DRIP by, and the total dollar amount of investment by,
     each investor on whose behalf checks are submitted or the wire transfer is
     made. You also will forward all Order Forms to the Company. You shall use
     your best efforts to wire such funds or transmit checks to the applicable
     Agent Bank not later than noon of the next business day after receipt by
     you from your customer of each Order. You will advise the applicable Agent
     Bank whether the funds you are submitting are attributable to individual
     retirement accounts, Keogh plans, or any other employee benefit plan
     subject to Title I of the Employee Retirement Income Security Act of 1974
     or from some other type of investor.

     All Orders solicited by you will be strictly subject to review and
     acceptance by the Company and the Company reserves the right in its
     absolute discretion to reject any Order or to accept or reject Orders in
     the order of their receipt by the Company or otherwise. Within 30 days of
     receipt of an Order, the


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     Company must accept or reject such Order. If the Company elects to reject
     such Order, within 10 business days after such rejection, it will notify
     the purchaser of such fact and cause the return of such purchaser's funds
     submitted with such application and any interest earned thereon. If you
     receive no notice of rejection within the foregoing time limits or if funds
     submitted by the purchaser are released from escrow to the Company within
     the foregoing time limits, the Order shall be deemed accepted. You agree to
     make every reasonable effort to determine that the purchase of Shares is a
     suitable and appropriate investment for each potential purchaser of Shares
     based on information provided by such purchaser regarding such purchaser's
     financial situation and investment objectives. You agree to maintain copies
     of the Orders received from investors.

          (b) Closing Dates and Delivery of Shares. In no event shall a sale of
     Shares to an investor be completed until at least five business days after
     the date the investor receives a copy of the Prospectus. On the date Shares
     are first issued to shareholders (such date being herein referred to as the
     "Initial Closing Date"), the applicable Agent Bank will at such time and
     place as instructed by you and the Company (which instruction shall be
     subject to the satisfaction on such date of the conditions contained
     herein), deliver to the Company or its designee immediately available funds
     in an amount equal to the escrow funds maintained by the Company and on
     deposit in the escrow account of the applicable Agent Bank prior to the
     date designated by the Company. If, after the Initial Closing Date,
     additional sales of Shares are made, on each such date (each such date
     being referred to as an "Additional Closing Date") and at each such time
     and place as instructed by you and the Company (which instruction shall be
     subject to the satisfaction on each such date of the conditions contained
     herein), the applicable Agent Bank shall be required to deliver to the
     Company or its designee immediately available funds in an amount equal to
     the escrow funds on deposit in the escrow account of the applicable Agent
     Bank prior to the date specified by the Company. The Initial Closing Date
     and each Additional Closing Date are each herein referred to as a "Closing
     Date." Closing dates for purchases made pursuant to the DRIP will be as set
     forth in the DRIP.

          (c) Selected Dealers. The Shares offered and sold under this
     Agreement, other than sales made by the Company directly to its officers
     and directors, shall be offered and sold only by you as Sales Agent and by
     a selling group of brokers or dealers (the "Selected Dealers"), all of whom
     must be members in good standing of the Financial Industry Regulatory
     Authority (the "FINRA"), who execute Selected Dealer Agreements with you
     substantially in the form attached hereto as Exhibit A, all of whom are
     acceptable to the Company and you (which acceptance shall not be
     unreasonably withheld by you). You will assist the Company in forming the
     selling group of Selected Dealers. No firm shall be invited to join the
     selling group of Selected Dealers if it is (i) currently subject to any
     suspension or expulsion pursuant to the rules and regulations of the
     Commission, the state securities commissions of any of the fifty states,
     the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. as
     those rules and regulations relate to broker-dealers, or the rules and
     regulations of the FINRA or (ii) a "discount broker" as that term is
     commonly understood in the brokerage industry. The Company and the Advisor
     or an affiliate thereof agree to participate in your marketing efforts to
     the extent that you may reasonably request and, without limiting the
     generality of the foregoing, agree to visit the offices of Selected Dealers
     as you may reasonably designate.

          (d) Compensation. In consideration for your execution of this
     Agreement, and for the performance of your obligations hereunder, the
     Company agrees to pay or cause to be paid to you a selling commission (the
     "Selling Commission") of six and one-half percent ($0.65) of the price of
     each Share (except for Shares sold pursuant to the DRIP, as to which no
     Selling Commissions shall be paid) sold by you or by a Selected Dealer;
     provided, however, that your Selling Commission shall be reduced with
     respect to volume sales of Shares to single purchasers (as defined in the
     Prospectus). In the case of such volume sales to single purchasers, on
     orders of $250,000 or more your Selling Commission shall be reduced by the
     amount of the Share purchase price discount. In the case of such volume
     sales to single


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     purchasers, your Selling Commission will be reduced for each incremental
     share purchase in the total volume ranges set forth in the table below.
     Such reduced share price will not affect the amount received by the Company
     for investment. The following table sets forth the reduced Share purchase
     price and Selling Commission payable to you:

<TABLE>
<CAPTION>
                              PURCHASE PRICE PER SHARE FOR    SELLING COMMISSION PER SHARE
VOLUME DISCOUNT RANGE FOR A    INCREMENTAL SHARE IN VOLUME    ON TOTAL SALE FOR INCREMENTAL
     SINGLE PURCHASER                DISCOUNT RANGE          SHARE IN VOLUME DISCOUNT RANGE
---------------------------   ----------------------------   ------------------------------
<S>                           <C>                            <C>
$ 2000 - $250,000                          $10.00                         $0.65
$250,001 - $500,000                        $ 9.85                         $0.50
$500,001 - $750,000                        $ 9.70                         $0.35
$750,001 - $1,000,000                      $ 9.60                         $0.25
$1,000,001- $5,000,000                     $ 9.50                         $0.15
</TABLE>

     As an example, a single purchaser would receive 50,380.7107 Shares rather
than 50,000 Shares for his/her or its investment of $500,000 and the Selling
Commission would be $28,940. On the first $250,000 of the investment there would
be no discount and the purchaser would receive 25,000 Shares at $10 per share.
On the remaining $250,000, the per share price would be $9.85 and the purchaser
would receive 25,380.7107 Shares.

     Selling Commissions for purchases of $5,000,000 or more are negotiable but
in no event will the proceeds to the Company be less than $9.35 per Share.
Selling Commissions paid will in all cases be the same for the same level of
sales.

     The Company will pay to you for reallowance to Selected Dealers only, the
amount of any due diligence expense reimbursement paid to the Selected Dealers
which you have agreed to pay in the amount of up to one-half percent of the
total proceeds received by the Company from Shares sold by each Selected Dealer
to which you have agreed to make such reimbursement.

     From your total Selling Commissions, you agree to reallow to each Selected
Dealer with whom you have entered into a Selected Dealer Agreement the full
$0.65 Selling Commission per Share for Shares sold by the Company pursuant to
Orders solicited by such Selected Dealer and up to the full amount of the $0.20
per Share Selected Dealer Fee (as defined in the Selected Dealer Agreement) paid
to you by the Company with respect to Shares solicited by the Selected Dealer.
The Company will pay to you a Wholesaling Fee of $0.15 per Share sold. This fee
is intended to cover your wholesaling expenses. No Selling Commissions, Selected
Dealer Fees or Wholesaling Fees will be paid in connection with purchases of
Shares made through the DRIP.

     No payment of Selling Commissions will be made by the Company with respect
to Orders (or portions thereof), which are rejected by the Company. In addition,
we will not pay you a Selected Dealer Fee if the aggregate underwriting
compensation to be paid to us, you and the other Selected Dealers in connection
with the Offering and sale of the Shares (including such Selected Dealer Fee)
exceed the limitations prescribed by the FINRA. Selling Commissions, Selected
Dealer Fees and Wholesaling Fees will be paid within five business days
following any Closing Date with respect to the Shares sold to purchasers whose
Shares are issued on such Closing Date. Selling Commissions, Selected Dealer
Fees and Wholesaling Fees will be payable only with respect to transactions
lawful in the jurisdictions where they occur, (Purchases of Shares by W. P.
Carey & Co. LLC, its Affiliates or any Selected Dealer or any of their employees
shall be net of Selling Commissions).


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     The Company represents that neither it nor any of its affiliates have
offered or sold any Shares pursuant to this Offering, other than directly to the
Company's officers and directors and to registered investment advisers, and
agrees that, through the date on which the Offering is terminated (the
"Termination Date"), the Company will not offer or sell any Shares otherwise
than through you as herein provided, except to its officers and directors and to
registered investment advisers.

          (e) Finders Fee. Neither the Company nor any Selected Dealer
     participating in the Offering shall, directly or indirectly, pay or award
     any finder's fees, commissions or other compensation to any person engaged
     by a potential investor for investment advice as an inducement to such
     advisor to advise the purchase of Shares; provided, however, that normal
     Selling Commissions payable to a registered broker-dealer or other properly
     licensed person for selling Shares shall not be prohibited hereby.

          (f) Wholesaling Activities. You hereby agree to provide the following
     additional services for the Company:

               (i) reviewing sales literature prepared by the Company to be used
          in the offer and sale of the Shares for compliance with the Securities
          Act and the Regulations thereunder, the Conduct Rules of the FINRA and
          the "blue sky" laws of any jurisdiction in which such material is used
          ("Blue Sky Law"). The sales literature may include, but not be limited
          to, a slide presentation, a property acquisition report, a brochure
          and seminar invitations for presentation and distribution to the
          public and an audio program, a video program and a brochure for
          presentation and distribution to broker-dealers;

               (ii) assisting broker-dealers participating in the Offering by
          coordinating broker-dealer seminars, informational meetings,
          distributing brochures and other sales literature designed for
          broker-dealers and providing information and answering any questions
          with regard to the Offering; and

               (iii) assisting the Company in enlisting broker-dealers to
          participate in the Offering as Selected Dealers.

     4. Covenants. The Company covenants to you and each Selected Dealer that it
will:

          (a) Commission Orders. Use its best efforts to cause the Registration
     Statement and any subsequent amendments thereto, to become effective as
     promptly as possible, and will promptly notify you and confirm the notice
     in writing if requested, (i) when the Registration Statement and any
     post-effective amendment thereto become effective, (ii) of the issuance by
     the Commission or any state securities authority of any jurisdiction of any
     stop order or of the initiation, or the threatening, of any proceedings for
     that purpose or of the suspension of the qualification of the Shares for
     offering or sale in any jurisdiction or of the institution or threatening
     of any proceedings for any of such purposes, (iii) of the receipt of any
     comments from the Commission with respect to the Registration Statement,
     and (iv) of any request by the Commission for any amendment to the
     Registration Statement as filed or any amendment or supplement to the
     Prospectus or for additional information relating thereto. The Company and
     you will make every reasonable effort to prevent the issuance by the
     Commission of a stop order or a suspension order and if the Commission
     shall enter a stop order or suspension order at any time, the Company will
     make every reasonable effort to obtain the lifting of such order at the
     earliest possible moment.

          (b) Registration Statement. Deliver to you and Selected Dealers
     without charge the Registration Statement and each amendment thereto, and
     as soon as the Registration Statement or any amendment or supplement
     thereto become effective, such number of copies of the Prospectus (as
     amended or supplemented), the Registration Statement and supplements and
     amendments thereto, if any (without exhibits), as you may reasonably
     request. The Company hereby consents to the use of the


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     Prospectus or any amendment or supplement thereto by you and Selected
     Dealers both in connection with the Offering and for such period of time
     thereafter as the Prospectus is required to be delivered in connection
     therewith.

          (c) "Blue Sky" Qualifications. Endeavor in good faith, in cooperation
     with you, Selected Dealers and counsel to Selected Dealers, at or prior to
     the time the Registration Statement becomes effective, to seek the approval
     of the Offering by the FINRA, and to qualify the Shares for offering and
     sale under the securities laws of all 50 states and the District of
     Columbia, except in those jurisdictions you may reasonably designate,
     provided, however, the Company shall not be obligated to subject itself to
     taxation as a party doing business in any such jurisdiction. In each
     jurisdiction where such qualification shall be effected, the Company will,
     unless you agree that such action is not at the time necessary or
     advisable, file and make such statements or reports as are or may
     reasonably be required by the laws of such jurisdiction.

          (d) Amendments and Supplements. If during the time when a Prospectus
     is required to be delivered under the Securities Act, any event relating to
     the Company shall occur as a result of which it is necessary, in the
     opinion of the Company's counsel, to amend or supplement the Prospectus in
     order to make the Prospectus not misleading in light of the circumstances
     existing at the time it is delivered to an investor, the Company will
     forthwith prepare and furnish without expense to you and the Selected
     Dealers, a reasonable number of copies of an amendment or amendments of, or
     a supplement or supplements to, the Registration Statement or the
     Prospectus which will amend or supplement the Registration Statement or
     Prospectus so that as amended or supplemented it will not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary in order to make the statements therein, in
     the light of the circumstances under which they were made, not misleading.
     During the time when a Prospectus is required to be delivered under the
     Securities Act, the Company shall comply in all material respects with all
     requirements imposed upon it by the Securities Act, as from time to time in
     force, so far as necessary to permit the continuance of sales of the Shares
     in accordance with the provisions hereof and the Prospectus.

          (e) Copies of Reports. During the Offering, you will be furnished with
     the following:

               (i) as soon as practicable after they have been sent by the
          Company to the shareholders or to any class of security holders of the
          Company or filed with the Commission, copies of each annual and
          interim financial and each other report provided to such shareholder;

               (ii) as soon as practicable, copies of every press release issued
          by the Company and every material news item and article in respect of
          the Company or its affairs released by the Company; and

               (iii) additional documents and information with respect to the
          Company and its affairs as you may from time to time reasonably
          request.

          (f) Sales Material. Will deliver to you from time to time, all
     advertising and supplemental sales material (whether designated solely for
     broker-dealer use or otherwise) proposed to be used or delivered in
     connection with the Offering, prior to the use or delivery to third parties
     of such material, and will not so use or deliver, in connection with the
     Offering, any such material to which you or your counsel shall reasonably
     object or disapprove within seven days of delivery of such material to you
     or which shall be reasonably disapproved by your counsel within such
     seven-day period.


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          (g) Use of Proceeds. Apply the proceeds from the sale of Shares as set
     forth in the section of the Prospectus entitled "Estimated Use of Proceeds"
     and operate the business of the Company in accordance with the descriptions
     of its business set forth in the Prospectus.

          (h) Prospectus Delivery. In case you or any Selected Dealer is
     required to deliver a Prospectus in connection with sales of any of the
     Shares at any time nine months or more after the Effective Date, upon your
     or such Selected Dealer's request, the Company will, at its expense,
     prepare and deliver to you or such Selected Dealer as many copies as you
     may request of an amended or supplemented Prospectus complying with Section
     10(a)(3) of the Securities Act.

          (i) Financial Statements. Make generally available to its security
     holders as soon as practicable, but not later than 60 days after the close
     of the period covered thereby, an earnings statement of the Company (in
     form complying with the provisions of Rule 158 under the Securities Act)
     covering a period of 12 months beginning after the Effective Date but not
     later than the first day of the Company's fiscal quarter next following the
     Effective Date.

          (j) Compliance with Exchange Act. Comply with the requirements of the
     Securities Exchange Act of 1934 ("Exchange Act") relating to the Company's
     obligation to file periodic reports including annual reports on Form 10-K,
     quarterly reports on Form 10-Q and current reports on Form 8-K.

     5. Covenants of the Sales Agent. You covenant and agree with the Company as
follows;

          (a) Compliance with Laws. In connection with the offer and sale of
     Shares, you shall comply with any applicable requirements of the Securities
     Act, the Exchange Act and the applicable state securities or "blue sky"
     laws, and the rules and regulations thereunder.

          (b) Accuracy of Information. No information supplied by you for use in
     the Registration Statement will contain any untrue statements of a material
     fact or omit to state any material fact necessary to make such information
     not misleading.

          (c) No Additional Information. You will not give any information or
     make any representation in connection with the offering of the Shares other
     than that contained in the Prospectus.

          (d) Sale of Shares. You shall act as Sales Agent and solicit, directly
     or through Selected Dealers, purchasers of the Shares only in the
     jurisdictions in which you have been advised by the Company that such
     solicitations can be made and in which you or the soliciting Selected
     Dealer, as the case may be, are qualified to so act.

          (f) Licensing. Any person employed or retained by either the Company
     or you to provide sales support or wholesaling services in support of you
     or your clients shall be licensed in accordance with all applicable laws
     and will comply with all applicable federal and state securities laws and
     regulations.

     6. Payment of Expenses.

          (a) Expenses. Whether or not the transactions contemplated in this
     Agreement are consummated or if this Agreement is terminated, the Company
     will pay, in addition to the compensation described in Section 3(d) (which
     you may retain up to the point of termination unless this agreement is
     terminated without any Shares being sold, in which case no such
     compensation shall be paid), all fees and expenses incurred in connection
     with the formation, qualification and registration of the Company and in
     marketing, distributing and processing the Shares under applicable Federal
     and state law, and any other


                                       9

<PAGE>
     fees and expenses actually incurred and directly related to the offering
     and sale of the Shares and your other obligations under this Agreement,
     including such fees and expenses as: (i) the preparing, printing, filing
     and delivering of the Registration Statement (as originally filed and all
     amendments thereto) and of any preliminary prospectus and of the Prospectus
     and any amendments thereof or supplements thereto and the preparing and
     printing of the Selected Dealer Agreements, this Agreement and Order Forms,
     including the cost of all copies thereof and any financial statements or
     exhibits relating to the foregoing supplied to you or the Selected Dealers
     in quantities reasonably requested by you; (ii) the preparing and printing
     of the solicitation material and related documents and the filing and/or
     recording of such certified certificates or other documents necessary to
     comply with the laws of the State of Maryland for the formation of a
     corporation and thereafter for the continued good standing of a Company;
     (iii) the issuance and delivery of the Shares, including any transfer or
     other taxes payable thereon; (iv) any escrow arrangements in connection
     with the transactions described herein, including any compensation or
     reimbursement to an escrow agent for its services as such; (v) the
     qualification or registration of the Shares under state securities or "blue
     sky" laws; (vi) the filing fees payable to the Commission and to the FINRA;
     (vii) the preparation and printing of advertising material in connection
     with and relating to the Offering, including the cost of all sales
     literature and investor and broker-dealer sales and information meetings;
     (viii) the cost and expenses of counsel and accountants of the Company; and
     (ix) any other expenses of issuance and distribution of the Shares. The
     Company shall also reimburse directly all other entities for the expenses
     of the type described in clauses (i) through (ix) of the preceding sentence
     incurred directly by those entities at your request.

          (b) Sales Incentive Programs. Subject to the satisfactory completion
     of any regulatory reviews and examinations which may be required, the prior
     review and approval and the rules of the FINRA (including Rule 2710
     (c)(6)(B)(xiii)) and approval by the Company or the Advisor, the Company,
     the Advisor and Affiliates of the Advisor may establish sales incentive
     programs for your associated persons or the associated persons of Selected
     Dealers only. Sales incentives will be deemed to be additional
     compensation. The aggregate value of incentives paid directly to an
     individual associated person during the Offering will not exceed $100 in
     any given year.

          (c) Limitation. Notwithstanding the foregoing, the total compensation
     paid to the Sales Agent and Selected Dealers from any source in connection
     with the Offering pursuant to Section 3(d) hereof and this Section 6 shall
     not exceed the limitations prescribed by the FINRA. The Company and you
     agree to monitor the payment of all fees and expense reimbursements to
     assure that the FINRA limitations are not exceeded.

     7. Conditions of Your Obligations. Your obligations hereunder shall be
subject to the continued accuracy throughout the Effective Term of the
representations, warranties and agreements of the Company, to the performance by
the Company of its obligations hereunder and to the following terms and
conditions:

          (a) Effectiveness of Registration Statement. The Registration
     Statement shall have initially become effective not later than 5:30 p.m.,
     Eastern time, on the date of this Agreement, at any time during the term of
     this Agreement, no stop order shall have been issued or proceedings
     therefor initiated or threatened by the Commission; and all requests for
     additional information on the part of the Commission and state securities
     administrators shall have been complied with to the reasonable satisfaction
     of your counsel and no stop order or similar order shall have been issued
     or proceedings therefor initiated or threatened by any state securities
     authority in any jurisdiction in which the Company intends to offer Shares.

          (b) Stop Orders. On the Effective Date and during the Effective Term
     no order suspending the sale of the Shares in any jurisdiction (except the
     Designated Jurisdictions) nor any stop order issued


                                       10

<PAGE>

     by the Commission shall have been issued, and on the Effective Date and
     during the Effective Term no proceedings relating to any such suspension or
     stop orders shall have been instituted, or to the knowledge of the Company,
     shall be contemplated.

          (c) Information Concerning the Advisor. On the Effective Date, you
     shall receive a letter dated the Effective Date from the Advisor,
     confirming that: (1) the Advisory Agreement has been duly and validly
     authorized, executed and delivered by the Advisor and constitutes a valid
     agreement of the Advisor enforceable in accordance with its terms; (2) the
     execution and delivery of the Advisory Agreement, the consummation of the
     transactions therein contemplated and compliance with the terms of the
     Advisory Agreement by the Advisor will not conflict with or constitute a
     default under its articles of incorporation or bylaws or any indenture,
     mortgage, deed of trust, lease or other agreement or instrument to which
     the Advisor is a party, or any law, order, rule or regulation, writ,
     injunction or decree of any government, governmental instrumentality or
     court, domestic or foreign, having jurisdiction over the Advisor, or any of
     its property; (3) no consent, approval, authorization or order of any court
     or other governmental agency or body has been or is required for the
     performance of the Advisory Agreement by the Advisor, or for the
     consummation of the transactions contemplated thereby; and (4) the Advisor
     is a corporation duly formed, validly existing and in good standing under
     the laws of the State of Delaware and is duly qualified to do business as a
     foreign corporation in each other jurisdiction in which the nature of its
     business would make such qualification necessary.

     If any of the conditions specified in this Section 7 shall not have been
     fulfilled when and as required by this Agreement, this Agreement and all
     your obligations hereunder may be canceled by you by notifying the Company
     of such cancellation in writing or by telecopy at any time, and any such
     cancellation or termination shall be without liability of any party to any
     other party except as otherwise provided in Sections 3(d), 6, 8, 9 and 10
     hereof.

     All certificates, letters and other documents referred to in this Section 7
     will be in compliance with the provisions hereof only if they are
     reasonably satisfactory in form and substance to you and your counsel. The
     Company will furnish you with conformed copies of such certificates,
     letters and other documents, as you shall reasonably request.

     8. Indemnification.

          (a) Indemnification by the Company. Subject to the conditions set
     forth below and those included in the Articles and Bylaws, the Company
     agrees to indemnify and hold harmless you, each Selected Dealer and each
     person, if any, who controls you or any such Selected Dealer within the
     meaning of Section 15 of the Securities Act, from and against any and all
     loss, liability, claim, damage and expense whatsoever (including but not
     limited to any and all expenses whatsoever reasonably incurred in
     investigating, preparing for, defending against or settling any litigation,
     commenced or threatened, or any claim whatsoever) arising out of or based
     upon: (1) any untrue or alleged untrue statement of a material fact
     contained (i) in the Registration Statement at the time it became effective
     or in the Prospectus (as from time to time amended or supplemented) or any
     related preliminary prospectus; or (ii) in any application or other
     document (in this Section 8 collectively called "application") executed by
     the Company or based upon information furnished by the Company and filed in
     any jurisdiction in order to qualify the Shares under the securities laws
     thereof or (2) the omission or alleged omission from the Registration
     Statement (or any amendment thereto) at the time it became effective or
     from the Prospectus, of a material fact required to be stated therein or
     necessary to make the statements therein in light of the circumstances
     under which they were made not misleading; provided however that the
     Company shall not be liable in any such case to the extent any such
     statement or omission was made in reliance upon and in conformity with
     written information furnished to the Company by you expressly for use in
     the Registration Statement or related preliminary prospectus or Prospectus
     or any amendment or supplement


                                       11

<PAGE>
     thereof or in any of such applications or in any such sales as the case may
     be. Notwithstanding the foregoing, the Company shall not indemnify the
     Sales Agent for any losses, liabilities or expenses arising from or out of
     an alleged violation of federal or state securities laws unless: there has
     been a successful adjudication on the merits of each count involving
     alleged securities law violations as to the particular indemnitee, (ii)
     such claims have been dismissed with prejudice on the merits by a court of
     competent jurisdiction as to the particular indemnitee or (iii) a court of
     competent jurisdiction approves a settlement of the claims against a
     particular indemnitee and finds that indemnification of the settlement and
     the related costs should be made, and the court considering the request for
     indemnification has been advised of the position of the Commission and of
     the published position of any state securities regulatory authority in
     which securities of the Company were offered or sold as to indemnification
     for violations of securities laws.

          (b) Indemnification by You. Subject to the conditions set forth below,
     you agree to indemnify and hold harmless the Company, each of its
     directors, those of its officers who have signed the Registration Statement
     and each other person, if any, who controls the Company within the meaning
     of Section 15 of the Securities Act to the same extent as the foregoing
     indemnity from the Company but only with respect to an untrue statement or
     alleged untrue statement of a material fact or omission or alleged omission
     to state a material fact in the Registration Statement (as from time to
     time amended or supplemented) or Prospectus, or any related preliminary
     prospectus, or any application made in reliance upon or, in conformity
     with, written information furnished by you expressly for use in such
     Registration Statement or Prospectus or any amendment or supplement
     thereto, or in any related preliminary prospectus or in any of such
     applications.

          (c) Procedure for Making Claims. Each indemnified party shall give
     prompt notice to each indemnifying party of any claim or action (including
     any governmental investigation) commenced against it in respect of which
     indemnity may be sought hereunder, but failure to so notify any
     indemnifying party shall not relieve it from any liability, except to the
     extent it has been materially prejudiced by such failure, and in any event
     shall not relieve it from any liability that it may have otherwise than on
     account of this indemnity agreement. The indemnifying party, jointly with
     any other indemnifying parties receiving such notice, shall assume the
     defense of such action with counsel chosen by it and reasonably
     satisfactory to the indemnified parties defendant in such action, unless
     such indemnified parties reasonably object to such assumption on the ground
     that there may be legal defenses available to them which are different from
     or in addition to those available to such indemnifying party. Any
     indemnified party shall have the right to employ a separate counsel in any
     such action and to participate in the defense thereof but the reasonable
     fees and expenses of such counsel shall be borne by such party unless such
     party has objected in accordance with the preceding sentence, in which
     event such fees and expenses shall be borne by the indemnifying parties.
     Except as set forth in the preceding sentence, if an indemnifying party
     assumes the defense of such action, the indemnifying party shall not be
     liable for any fees and expenses of separate counsel for the indemnified
     parties incurred thereafter in connection with such action. In no event
     shall the indemnifying parties be liable for the reasonable fees and
     expenses of more than one counsel for all indemnified parties in connection
     with any one action or separate but similar or related actions in the same
     jurisdiction arising out of the same general allegations or circumstances.

     The indemnity agreements contained in this Section 8 and the warranties and
     representations contained in this Agreement shall remain in full force and
     effect regardless of any investigation made by or on behalf of the
     indemnified party and shall survive any termination of this Agreement. An
     indemnifying party shall not be liable to an indemnified party on account
     of any settlement, compromise or consent to the entry of judgment of any
     claim or action effected without the consent of such indemnifying party.
     The Company agrees promptly to notify you of the commencement of any
     litigation or proceedings against the Company in connection with the issue
     and sale of the Shares or in connection with the Registration Statement or
     Prospectus.


                                       12

<PAGE>
          (d) Contribution. Subject to the limitations set forth in Section 8(a)
     hereof and in order to provide for just and equitable contribution where
     the indemnification provided for in this Section 8 is unavailable to or
     insufficient to hold harmless an indemnified party under subsection (a) or
     (b) above in respect of any losses, liabilities, claims, damages or
     expenses (or actions in respect thereof) referred to therein, except by
     reason of the terms thereof, the Company on the one hand and you on the
     other shall contribute to the amount paid or payable by such indemnified
     party as a result of such losses, liabilities, claims, damages or expenses
     (or actions in respect thereof) in such proportion as is appropriate to
     reflect the relative benefits received by the Company on the one hand and
     you on the other from the Offering based on the public offering price of
     the Shares sold and the Selling Commissions received by you with respect to
     such Shares sold. If, however, the allocation provided by the immediately
     preceding sentence is not permitted by applicable law, then each applicable
     indemnifying party, in lieu of indemnifying such indemnified party, shall
     contribute to the amount paid or payable by such indemnified party in such
     proportion as is appropriate to reflect not only such relative benefits
     referred to above but also the relative fault of the Company on the one
     hand and you on the other in connection with the statements or omissions
     which resulted in such losses, liabilities, claims, damages or expenses (or
     actions in respect thereof), as well as any other relevant equitable
     considerations. The relative benefits received by the Company on the one
     hand and you on the other shall be deemed to be in the same proportion as
     (i) the aggregate net compensation retained by the Company and its
     affiliates for the purchase of Shares and (ii) the total proceeds from the
     Offering (net of Selling Commissions, Selected Dealer Fees and Wholesaling
     Fees but before deducting expenses) received by the Company bear to the
     total Selling Commissions received by you. The relative fault shall be
     determined by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or the omission to state a
     material fact relates to information supplied by the Company on the one
     hand or you on the other. The Company agrees with you that it would not be
     just and equitable if contribution pursuant to this subsection (d) were
     determined by pro rata allocation, or by any other method of allocation
     which does not take account of the equitable considerations referred to
     above in this subsection (d). The amount paid or payable by an indemnified
     party as a result of the losses, liabilities, claims, damages or expenses
     (or action in respect thereof) referred to above in this subsection (d)
     shall be deemed to include any legal or other expenses reasonably incurred
     by such indemnified party in connection with investigating or defending any
     such action or claim. Notwithstanding the provisions of this subsection
     (d), you shall not be required to contribute any amount in excess of the
     amount by which the total price of the Shares sold by you to the public
     exceeds the amount of any damages which you have otherwise been required to
     pay by reason of such untrue or alleged untrue statement or omission or
     alleged omission. No person guilty of fraudulent misrepresentation (within
     the meaning of Section 11(f) of the Securities Act or Section 10(b) of the
     Securities Exchange Act of 1934, as amended) shall be entitled to
     contribution from any person who was not guilty of such fraudulent
     misrepresentation. For purposes of this Section, any person that controls
     you within the meaning of Section 15 of the Securities Act shall have the
     same right to contribution as you, and each person who controls the Company
     within the meaning of Section 15 of the Securities Act shall have the same
     right to contribution as the Company.

     9. Representations and Agreements to Survive. All representations,
warranties and agreements contained in this Agreement or in certificates shall
remain operative and in full force and effect regardless of any investigation
made by any party, and shall survive the Termination Date.

     10. Effective Date, Term and Termination of this Agreement.

          (a) This Agreement shall become effective as of the date it is
     executed by all parties hereto. You or the Company may elect to terminate
     this Agreement prior to the time the Registration Statement is declared
     effective by the Commission without liability of any party to any other
     party, except as provided in Section 10(e) hereof.


                                       13

<PAGE>
          (b) You shall have the right to terminate this Agreement at any time
     during the Effective Term without liability of any party to any other party
     except as provided in Section 10(e) hereof if: (i) any representations or
     warranties hereunder shall be found to have been incorrect; or (ii) the
     Company shall fail, refuse or be unable to perform any condition of its
     obligations hereunder, or (iii) the Prospectus shall have been amended or
     supplemented despite your objection to such amendment or supplement as
     provided in subsection (a) of Section 2 hereof, or (iv) all trading on the
     New York Stock Exchange or the American Stock Exchange shall have been
     suspended, or minimum or maximum prices for trading generally shall have
     been fixed, or maximum ranges for prices for all securities shall have been
     required, on the New York Stock Exchange or the American Stock Exchange by
     such exchanges or by order of the Commission or any other governmental
     authority having jurisdiction; or (v) the United States shall have become
     involved in a war or major hostilities or a material escalation of
     hostilities or acts of terrorism involving the United States or other
     national or international calamity or crisis (other than hostilities
     including Iraq and Afghanistan); or (vi) a banking moratorium shall have
     been declared by a state or federal authority or person; or (vii) the
     Company shall have sustained a material or substantial loss by fire, flood,
     accident, hurricane, earthquake, theft, sabotage or other calamity or
     malicious act which, whether or not said loss shall have been insured, will
     in your good faith opinion make it inadvisable to proceed with the offering
     and sale of the Shares; or (viii) there shall have been, subsequent to the
     dates information is given in the Registration Statement and the
     Prospectus, such change in the business, properties, affairs, condition
     (financial or otherwise) or prospects of the Company whether or not in the
     ordinary course of business or in the condition of securities markets
     generally as in your good faith judgment would make it inadvisable to
     proceed with the offering and sale of the Shares, or which would materially
     adversely affect the operations of the Company.

          (c) If this Agreement shall be terminated for reason of any failure on
     the part of the Company to perform any undertaking or satisfy any condition
     of this Agreement to be performed or satisfied by them pursuant to Section
     7 hereof, you may elect to terminate this Agreement without liability of
     any party to any other party except as provided in Section 10(e) hereof.

          (d) The Company shall have the right to terminate this Agreement
     without cause on 60 days' notice in writing to you without penalty, subject
     to liability as provided in Section 10(e) hereof.

          (e) In the event this Agreement is terminated by any party pursuant to
     Sections 10(a), 10(b), 10(c) or 10(d) hereof, the Company shall pay all
     expenses of the Offering as required by Section 6 hereof and no party will
     have any additional liability to any other party except for any liability
     which may exist under Section 8 hereof; and provided further, that if you
     terminate your participation in the Offering in other than good faith, the
     Company shall not be responsible for the expenses described in clause (vii)
     of subsection (a) of Section 6 hereof other than expenses of counsel to the
     Selected Dealers. In no event will the Company be liable to reimburse you
     for expenses other than your actual and reasonable out-of-pocket expenses.

          (f) If you elect to terminate this Agreement as provided in this
     Section 10, you shall notify the Company promptly by telephone or telegram
     with confirmation by letter. If the Company elects to terminate this
     Agreement as provided in this Section 10, the Company shall notify you
     promptly by telephone or telegram with confirmation by letter.

     11. Notices.

          (a) All communications hereunder, except as herein otherwise
     specifically provided, shall be in writing and if sent to you shall be
     mailed, or personally delivered, to you at 50 Rockefeller Plaza, New York,
     New York 10020, and if sent to the Company shall be mailed, or personally
     delivered, to the


                                       14

<PAGE>
     Company at 50 Rockefeller Plaza, New York, New York 10020, Attention: Mr.
     Wm. Polk Carey and Mr. Gordon F. DuGan.

          (b) Notice shall be deemed to be given by you to the Company or by the
     Company to you when it is mailed or personally delivered as provided in
     subsection (a) of this Section 11.

     12. Parties. This Agreement shall inure solely to the benefit of, and shall
be binding upon you, the Company, and the controlling persons, directors and
officers referred to in Section 8 hereof, and their respective successors, legal
representatives and assigns, and no other person shall have or be construed to
have any legal or equitable right, remedy or claim under or in respect of or by
virtue of this Agreement or any provision herein contained, except that the
Selected Dealers shall have the rights granted to them pursuant to Section 8
hereof. Notwithstanding the foregoing, this Agreement may not be assigned
without the consent of the parties hereto.

     13. Construction. This Agreement shall be construed in accordance with the
laws of the State of New York applicable to agreements to be made and performed
entirely within such state.

     14. Finders' Fees. You shall have no liability for any finders' fees owed
in connection with the transactions contemplated by this Agreement.

     15. Severability. Any provision of this Agreement, which is invalid or
unenforceable in any jurisdiction, shall be ineffective to the extent of such
invalidity or unenforceability without invalidating or rendering unenforceable
the remaining provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provisions in
any other jurisdiction.

     16. Additional Offerings. The terms of this Agreement may be extended to
cover additional offerings of shares of the Company by the execution by the
parties hereto of an addendum identifying the shares and registration statement
relating to such additional offering. Upon execution of such addendum, the terms
"Shares", "Offering", "Registration Statement" and "Prospectus" set forth herein
shall be deemed to be amended as set forth in such addendum.


                                       15

<PAGE>

     If the foregoing correctly sets forth the understanding between you and the
Company, please so indicate in the space provided on the attached page for that
purpose, whereupon this letter shall constitute a binding agreement between us.

                                         CORPORATE PROPERTY ASSOCIATES 17 -
                                         GLOBAL INCORPORATED


                                         By: /s/ Jan F. Karst
                                             -----------------------------------
                                             Jan F. Karst
                                         Its: President


                                         Accepted as of the Date first above
                                         Written:

                                         CAREY FINANCIAL, LLC


                                         By: /s/ Louisa H. Quarto
                                             ----------------------------------
                                             Louisa H. Quarto
                                         Its: Executive Director and Chief
                                              Management Officer


                                       16

<PAGE>

                                  EXHIBIT INDEX

Exhibit A - Selected Dealer Agreement