Class 500 LLC

Item 5 – Fees and Compensation

Front-End Load Fee.
Clients pay CLASS 500 a Front-End Load Fee of four percent for each capital
contribution. This Front-End Load Fee reduces investor capital account by four percent
(4%) of the total or additional capital contribution. This fee is charged on daily basis with
annual percentage, therefore, it is drawn directly from client account for one calendar
year after capital contribution. It is in Investment Manager discretion to agree to waive
all or a portion of the Front-End Load fee with respect to Client, or charge it on a
different basis or different rate.

Management Fee
Clients pay CLASS 500 a management fee (the “Management Fee”) based on a
percentage of the value of the Investment Account Assets, as determined by the
                                                       th
Custodian. The Management Fee shall be equal to 1/365 of 2.0% of the Investment
Account Assets value, calculated and paid daily.

The Management Fee and Front-End Load Fee may be drawn directly from the
Client's account whenever the following conditions are met and the Client authorizes
direct fee withdrawals in writing below or by signing Investment Management
Agreement.:

     The authorization must be limited to withdrawing contractually agreed upon
      Management Fee. 

     CLASS 500 must notify the Client, in writing by at least first class mail not less
      than seven (7) days prior to the proposed date of withdrawal, of the exact
      amount of the proposed withdrawal and the specific manner or basis on which
      the management and Front-End Load fees has been calculated. The notice
      shall advise the client of the opportunity to object to the invoiced amount and
      the manner in which the objection shall be made. 

     The frequency of fee withdrawal must be specified in the written authorization or
      agreement. 

     The Custodian of the account must be advised in writing of the limitation on the
      adviser’s access to the account. This requirement may be satisfied by
      furnishing to the custodian a copy of the authorization or agreement. 


     The Custodian must provide the Client, not less than quarterly, a statement
      indicating all amounts disbursed from the Investment Account including,
      separately, the amount of Management Fees paid. This information may be
      contained in the Custodian’s regular periodic report to the Client. 

     The Client must be able to terminate the written billing authorization at any time. 

       I authorize direct fee withdrawals from my Investment Account. The Client
       agrees to authorize the Custodian make payments from the Client’s Investment
       Account to the Investment Manager in compensation for services as set forth in
       this Agreement. 

       Signature _______________________ Date___________ 

I decline to authorize direct fee withdrawals from my Investment Account.

Signature _______________________Date ___________

Item 7 – Types of Clients

CLASS 500 provides Investment Management Services on a fully discretionary basis
to high-net worth Clients through separately managed accounts. CLASS 500
manages accounts for Clients that represent they (1) have speculative capital for the
principle purpose of investing and (2) are fully cognizant of the possible high risks
associated with such investments.

In order to become a Client, prospective Clients must represent and warrant to CLASS
500 that: (i) it has full capacity and authority to enter into the Agreement and to perform
its obligations thereunder; (ii) it has all governmental and regulatory licenses,
registrations and approvals required by law as may be necessary perform its
obligations under the Agreement; (iii) it will not, by entering into the Agreement and
performing its obligations hereunder, breach or cause to be breached any undertaking
agreement, contract, statute, rule or regulation of any court or any governmental body
or administrative agency or self-regulating authority having jurisdiction over it; and (iv)
should it be acting on behalf of third-party investors, it has determined the extent of any
information regarding CLASS 500 that is required to be provided to such third-party
investors and takes sole responsibility therefore.

Clients must meet certain minimum suitability requirements, including qualifying as an
Accredited Investor and Qualified Client, unless otherwise determined by CLASS 500.

All Clients must sign CLASS 500’s Investment Management Agreement. Prospective
Clients must respond to all questions listed in the Investment Management Agreement
in order to be able to become a Client of CLASS 500.

CLASS 500 may reject any person’s request to become a Client of CLASS 500 for
any reason.

Although Mr. Dekovic and Mr. Persic expect to devote a significant amount of their time
to the business of the CLASS 5000, they are only required to devote so much of their
time to CLASS 500 as they determine necessary in their sole discretion.