0001193125-06-072639 Sample Contracts

FORM OF MANAGING DEALER AGREEMENT
Managing Dealer Agreement • April 4th, 2006 • CNL Income Properties Inc • Real estate investment trusts • Florida

THIS AGREEMENT, dated as of , 2006, is made by and between CNL INCOME PROPERTIES, INC., a Maryland corporation (the “Company”); and CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”).

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ADVISORY AGREEMENT
Advisory Agreement • April 4th, 2006 • CNL Income Properties Inc • Real estate investment trusts • Florida

THIS ADVISORY AGREEMENT, dated as of April , 2006, is between CNL INCOME PROPERTIES, INC., a corporation organized under the laws of the State of Maryland (the “Company”) and CNL INCOME CORP., a corporation organized under the laws of the State of Florida (the “Advisor”).

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FORM OF PARTICIPATING BROKER AGREEMENT CNL INCOME PROPERTIES, INC.
Participating Broker Agreement • April 4th, 2006 • CNL Income Properties Inc • Real estate investment trusts • Florida

THIS PARTICIPATING BROKER AGREEMENT (the “Agreement”) is made and entered into as of the day of , 20 , between CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”), and (the “Broker”).

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FORM OF ESCROW AGREEMENT BETWEEN CNL INCOME PROPERTIES, INC. AND WACHOVIA BANK, NA
Escrow Agreement • April 4th, 2006 • CNL Income Properties Inc • Real estate investment trusts • Florida

THIS ESCROW AGREEMENT (the “Agreement”) is dated this day of April, 2006, by and among CNL INCOME PROPERTIES, INC., a Maryland corporation (the “Company”), CNL SECURITIES CORP., a Florida Corporation (the “Managing Dealer”), and Wachovia Bank, NA (the “Escrow Agent”). This Agreement shall be effective as of the effective date of the Company’s Registration Statement filed with the Securities and Exchange Commission (the “Effective Date”).

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