LEASE EQUITY APPRECIATION FUND II, L.P. DEALER-MANAGER AGREEMENT WITH ANTHEM SECURITIES, INC.

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EXHIBIT 1.1

LEASE EQUITY APPRECIATION FUND II, L.P.

DEALER-MANAGER AGREEMENT

WITH

ANTHEM SECURITIES, INC.

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ANTHEM SECURITIES, INC.

DEALER-MANAGER AGREEMENT

TABLE OF CONTENTS

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PAGE

1. Description of Units..................................................................................1

2. Representations, Warranties and Covenants of the Partnership and General Partner......................2

3. Grant of Authority to the Dealer-Manager..............................................................3

4. Compensation and Fees.................................................................................3

5. Representations, Warranties and Covenants of the Dealer-Manager.......................................6

6. State Securities Registration........................................................................11

7. Expense of Sale......................................................................................12

8. Conditions of the Dealer-Manager's Duties............................................................12

9. Conditions of the Partnership's and the General Partner's Duties.....................................12

10. Indemnification and Contribution.....................................................................12

11. Representations and Agreements to Survive Delivery...................................................15

12. Termination..........................................................................................15

13. Notices..............................................................................................15

14. Format of Checks/Escrow Agent........................................................................16

15. Transmittal Procedures...............................................................................16

16. Parties..............................................................................................17

17. Relationship.........................................................................................17

18. Effective Date.......................................................................................17

19. Entire Agreement, Waiver.............................................................................17

20. Governing Law........................................................................................17

21. Complaints...........................................................................................17

22. Privacy..............................................................................................18

23. Anti-Money Laundering Provision......................................................................18

24. Acceptance...........................................................................................18

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Exhibit A - Form of Escrow Agreement for Lease Equity Appreciation Fund II, L.P.

Exhibit B - Selling Dealer Agreement

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ANTHEM SECURITIES, INC.

DEALER-MANAGER AGREEMENT

(Best Efforts)

________________________ , 2004

Anthem Securities, Inc.

1845 Walnut Street

10th Floor

Philadelphia, Pennsylvania 19103

RE: LEASE EQUITY APPRECIATION FUND II, L.P.

---------------------------------------

Gentlemen:

The undersigned, LEAF Asset Management, Inc. (the "GENERAL PARTNER"),

and Lease Equity Appreciation Fund II, L.P. (the "PARTNERSHIP"), confirm their

agreement with you, as Dealer-Manager, as set forth below.

1. DESCRIPTION OF UNITS.

(a) The Partnership proposes to issue and sell limited partner interests in

the Partnership (the "UNITS") at a price of $100 per Unit, subject to

the discounts set forth in Section 4(c) for certain investors (the

"OFFERING"). Except as provided in Section 4(f) relating to the Iowa

and Pennsylvania Escrow Account, as that term is defined therein, the

proceeds of any sales of the Units will be held in an escrow account

(the "ESCROW ACCOUNT") under an escrow agreement, a form of which is

attached to this Agreement as Exhibit "A" (the "ESCROW AGREEMENT"),

until the Partnership has received and accepted subscriptions for the

Minimum Offering Amount, as that term is defined in paragraph (b)

below. At that time, the Escrow Account will terminate and the

subscription proceeds will be delivered to the Partnership.

(b) No subscriptions to the Partnership will be accepted after whichever of

the following events occurs first (the "OFFERING TERMINATION DATE"):

(i) receipt and acceptance of subscriptions for 600,000 Units;

(ii) ___________, 2005, if subscriptions for 20,000 Units

($2,000,000), excluding Units sold to the General Partner and

its "AFFILIATES," as that term is defined in the Partnership

Agreement, and to Iowa and Pennsylvania residents and after any

discounts set forth in Section 4(c) for certain investors (the

"MINIMUM OFFERING AMOUNT"), have not been received and accepted

by that date; or

(iii) ___________, 2006;

provided, however, no subscriptions will be accepted after

_____________, 2005 from subscribers in any jurisdiction in which

renewal, requalification or other consent by a securities administrator

to the continuance of the registration or qualification of the Offering

is required, unless the renewal, requalification or other consent has

been obtained.

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2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERSHIP AND GENERAL

PARTNER. The Partnership and General Partner represent, warrant and covenant

to you that:

(a) The Partnership has prepared and filed with the Securities and Exchange

Commission (the "COMMISSION") in accordance with the provisions of the

Securities Act of 1933, as amended, and the rules and regulations of

the Commission thereunder (collectively, the "1933 ACT"), a

registration statement on Form S-1, including a prospectus relating to

the offer and sale of the Units. The term "REGISTRATION STATEMENT"

means that registration statement (including all financial schedules

and exhibits), as amended. The term "PROSPECTUS" means the prospectus

in the form included in the Registration Statement. The Registration

Statement has been declared effective by the Commission, and no stop

order suspending the effectiveness of the Registration Statement has

been issued and no proceeding for that purpose has been initiated or

threatened by the Commission.

(b) On the date the Registration Statement was filed with the Commission it

complied in all material respects with the requirements of the 1933 Act

and did 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.

Notwithstanding the foregoing, no representation or warranty is made as

to statements in or omissions from the Registration Statement made in

reliance on and in conformity with information furnished to the

Partnership in writing by you expressly for use in the Registration

Statement.

Registration Statement or makes any amendment or supplement to the

Prospectus.

(d) As soon after the execution and delivery of this Agreement as possible

and thereafter from time to time for as long as, in the opinion of your

counsel, a prospectus is required by the 1933 Act to be delivered in

connection with sales by any dealer, the Partnership will expeditiously

deliver to you and each Selling Dealer, as that term is defined in

Section 3(a), without charge, as many copies of the Prospectus (and of

any amendment or supplement to the Prospectus) as you may reasonably

request. If during the offering period any event occurs that in the

judgment of the Partnership or in the opinion of your counsel is

required to be set forth in the Prospectus (as then amended or

supplemented) or should be set forth in the Prospectus in order to make

the statements in the Prospectus, in the light of the circumstances

under which they were made, not misleading, or if it is necessary to

supplement or amend the Prospectus to comply with the 1933 Act or any

other law, the Partnership will promptly prepare and file with the

Commission an appropriate supplement or amendment to the Prospectus,

and will expeditiously furnish a reasonable number of copies thereof to

you and the Selling Dealers, as that term is defined in Section 3(a).

(e) The Units when issued will conform, in all material respects, to all

statements concerning them contained in the Prospectus.

(f) The Units when issued will be duly authorized and validly issued as set

forth in the Amended and Restated Agreement of Limited Partnership of

the Partnership included as Appendix A to the Prospectus (the

"PARTNERSHIP AGREEMENT"), subject only

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to the rights and obligations set forth in the Partnership Agreement or

imposed by the laws of the state of the Partnership's formation or of

any jurisdiction to the laws of which the Partnership is subject.

(g) The Partnership was duly formed and is validly existing as a limited

partnership in good standing under the laws of the State of Delaware,

with full power and authority to own its properties and conduct its

business as described in the Prospectus. The Partnership will be

qualified to do business as a limited partnership or similar entity

offering limited liability in those jurisdictions where the General

Partner deems the qualification necessary to assure limited liability

of the limited partners.

This Agreement, when executed by you, will be a valid and binding

agreement of the Partnership and the General Partner, duly authorized,

executed and delivered by them and enforceable in accordance with its

terms except as may be limited by the effect of bankruptcy, insolvency,

moratorium, preferential or fraudulent conveyance or other laws or

equitable principles relating to or affecting the rights of creditors

generally, general principles of equity, and by public policy relating

to claims for indemnification for securities laws violations.

(h) The consummation of the transactions contemplated by this Agreement

will not result in the following:

(i) any breach of any of the terms of, or a default under the

certificate of incorporation or bylaws of the General Partner,

the certificate of limited partnership or Partnership Agreement

of the Partnership or any other indenture, agreement or

instrument to which either of them is a party or by which either

of them is bound; or

(ii) any violation of any order applicable to either of them of any

court or any governmental regulatory body or administrative

agency having jurisdiction over either of them or their

affiliates.

3. GRANT OF AUTHORITY TO THE DEALER-MANAGER.

(a) Based on the representations and warranties contained in this

Agreement, and subject to the terms and conditions set forth in this

Agreement, the General Partner appoints you as the Dealer-Manager for

the Partnership and gives you the exclusive right to solicit

subscriptions for the Units on a "best efforts" basis in all states

other than those listed on Appendix "A" to this Agreement, and to form

and manage a selling group composed of soliciting broker/dealers (the

"SELLING DEALERS"). Each Selling Dealer shall be duly registered as a

broker-dealer under the Securities Exchange Act of 1934, as amended

(the "1934 ACT"), and in the jurisdictions where it is required to be

registered in order to offer and sell the Units, shall be a member in

good standing of the National Association of Securities Dealers, Inc.

(the "NASD"), and shall enter into a "Selling Dealer Agreement" in

substantially the form attached to this Agreement as Exhibit "B."

(b) The General Partner shall have three business days after the receipt of

an executed Selling Dealer Agreement to refuse that Selling Dealer's

participation.

4. COMPENSATION AND FEES.

(a) Subject to Section 4(c), as Dealer-Manager you shall receive from the

General Partner the following compensation, based on the purchase price

of each Unit sold to investors and whose subscriptions for Units are

accepted by the General Partner:

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(i) a 3% Dealer-Manager fee;

(ii) a 7% sales commission; and

(iii) an up to .5% reimbursement of the Selling Dealers' bona fide

accountable due diligence expenses.

Out of the 3% Dealer-Manager fee set forth above, you may pay the

Selling Dealers a marketing fee for their assistance in this Offering,

and coordinating their sales efforts with yours, of up to a maximum of

1% of the purchase price of each Unit sold by them.

You also shall have the right, but not the obligation, to provide or

reimburse Selling Dealers for the following expenses they incur in

connection with their offer and sale of Units (the "PERMISSIBLE

NON-CASH COMPENSATION"). Under Rule 2810 of the NASD Conduct Rules, the

reimbursable expenses composing Permissible Non-Cash Compensation are

as follows:

(i) an accountable reimbursement for training and education meetings

for associated persons of the Selling Dealers;

(ii) gifts that do not exceed $100 per year and are not

preconditioned on achievement of a sales target;

(iii) an occasional meal, a ticket to a sporting event or the theater,

or comparable entertainment which is neither so frequent nor so

extensive as to raise any question of propriety and is not

preconditioned on achievement of a sales target; and

(iv) contributions to a non-cash compensation arrangement between a

Selling Dealer and its associated persons, provided that neither

the Partnership, the General Partner nor you directly or

indirectly participates in the Selling Dealer's organization of

a permissible non-cash compensation arrangement.

Any reimbursements for Permissible Non-Cash Compensation shall be

provided or reimbursed from the Dealer-Manager fee set forth above.

(b) All of the sales commissions shall be reallowed to the Selling Dealers

except for Units sold directly by you, and all of the up to .5%

reimbursement of the Selling Dealers' bona fide accountable due

diligence expenses shall be reallowed to the Selling Dealers.

Wholesaling fees shall be reallowed to the wholesalers from the 3%

Dealer-Manager fee for subscriptions obtained through their efforts,

less any reimbursements made by the General Partner or the Partnership

for expenses which are received by the wholesalers in connection with

the Partnership, and any salaries for the wholesalers in connection

with the Partnership. You, as Dealer-Manager, shall retain any

Dealer-Manager fee not used for the Selling Dealers' marketing fees or

reallowed to the wholesalers, which may be used for such items as

Permissible Non-Cash Compensation, legal fees associated with the

underwriting and salaries of dual employees of you and the Managing

General Partner which are required to be included in underwriting

compensation under NASD Conduct Rule 2810 as determined jointly by the

General Partner and you.

You are responsible for ensuring that all non-cash compensation

arrangements comply with NASD Conduct Rule 2810. For example, payments

or reimbursements by you or the General

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Partner may be made in connection with meetings held by you or the

General Partner for the purpose of training or education of registered

representatives of a Selling Dealer only if the following conditions

are met:

(i) the registered representative obtains his Selling Dealer's prior

approval to attend the meeting and attendance by the registered

representative is not conditioned by the Selling Dealer on the

achievement of a sales target;

(ii) the location of the training and education meeting is

appropriate to the purpose of the meeting as defined in NASD

Conduct Rule 2810;

(iii) the payment or reimbursement is not applied to the expenses of

guests of the registered representative;

(iv) the payment or reimbursement by you or the General Partner is

not conditioned by you or the General Partner on the achievement

of a sales target; and

(v) the recordkeeping requirements are met.

"NON-CASH COMPENSATION" means any form of compensation received in

connection with the sale of the Units that is not cash compensation,

including but not limited to merchandise, gifts and prizes, travel

expenses, meals and lodging.

(i) the General Partner, its officers, directors and Affiliates,

including you;

(ii) investors who buy Units through the officers and directors of

the General Partner;

(iii) registered investment advisors and their clients; and

(iv) Selling Dealers and their registered representatives and

principals;

may subscribe to Units for a subscription price reduced by the sales

commission, which shall not be paid to you on those sales. In addition,

the up to .5% reimbursement of the Selling Dealers' bona fide

accountable due diligence expenses shall not be paid to you for Units

sold to:

(i) the General Partner, its officers, directors or Affiliates,

including you; or

(ii) investors who buy Units through the officers and directors of

the General Partner.

(d) Subject to Section 4(f), pending receipt and acceptance by the General

Partner of subscriptions for the Minimum Offering Amount, all proceeds

received by you from the sale of Units shall be held in the Escrow

Account as provided in Section 14.

Unless at least the Minimum Offering Amount is received on or before

the Offering Termination Date, the Offering will be terminated, in

which event:

(i) the Dealer-Manager fee, the sales commission and the up to .5%

reimbursement of the Selling Dealers' bona fide accountable due

diligence expenses shall not be payable to you;

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(ii) all funds advanced by subscribers shall be returned to them with

interest earned; and

(iii) you shall deliver a termination letter in the form provided to

you by the General Partner to each of the subscribers and to

each of the offerees previously solicited by you and the Selling

Dealers in connection with the offering of the Units.

(e) Except as otherwise provided below, the fees, reimbursements, and sales

commissions set forth in Section 4(a) shall be paid to you within five

business days after the following:

(i) at least the Minimum Offering Amount has been received and

accepted by the Partnership; and

(ii) the subscription proceeds have been released from the Escrow

Account to the Partnership.

Thereafter, your fees, reimbursements and sales commissions shall be

paid to you and shall be reallowed to the Selling Dealers as described

above approximately every week until the Offering Termination Date, and

all your remaining fees, reimbursements and sales commissions shall be

paid by the Partnership no later than fourteen business days after the

Offering Termination Date.

(f) Notwithstanding anything to the contrary set forth in this Section 4:

(i) the Minimum Offering Amount shall not include Units subscribed

for by Iowa or Pennsylvania investors;

(ii) the subscription proceeds from Iowa and Pennsylvania investors

shall be deposited in a separate escrow account (the "IOWA AND

PENNSYLVANIA ESCROW ACCOUNT") by the Escrow Agent; and

(iii) no subscription proceeds shall be released from the Iowa and

Pennsylvania Escrow Account, and no fees, reimbursements or

commissions shall be payable with respect to Units sold to Iowa

and Pennsylvania investors, until an aggregate of $3,000,000 of

subscription proceeds, including the subscription proceeds of

Iowa and Pennsylvania investors and after any discounts set

forth in paragraph (c) above for certain investors, have been

received and accepted by the General Partner.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEALER-MANAGER. You

represent, warrant and covenant to the General Partner and the Partnership

that:

(a) You are a corporation duly organized, validly existing and in good

standing under the laws of the state of your formation or of any

jurisdiction in which your ownership of property or conduct of business

requires you to be so qualified. You have all requisite power and

authority to enter into this Agreement and to carry out your

obligations under this Agreement.

(b) This Agreement, when executed by you, will be duly authorized, executed

and delivered by you and a valid and binding agreement on your part and

enforceable in accordance with its

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terms except as may be limited by the effect of bankruptcy, insolvency,

moratorium, preferential or fraudulent conveyance or other similar laws

or equitable principles relating to or affecting the rights of

creditors generally, by general principles of equity, and by public

policy relating to claims for indemnification for securities laws

violations.

will not result in the following:

(i) any breach of any of the terms or conditions of, or a default

under your Articles of Incorporation or Bylaws, or any other

indenture, agreement or instrument to which you are a party or

by which you are bound; or

(ii) any violation of any order applicable to you of any court,

regulatory body or administrative agency having jurisdiction

over you or your affiliates.

(d) You are duly registered under the 1934 Act as a broker and dealer, and

you are a member in good standing of the NASD. You are duly registered

as a broker and dealer in the states where you are required to be

registered in order to carry out your obligations as contemplated by

this Agreement and the Prospectus. You agree to maintain all the

foregoing registrations in good standing throughout the term of the

offer and sale of the Units, and you agree to comply with all statutes

and other requirements applicable to you as a broker or dealer under

those registrations.

(e) Pursuant to your appointment as Dealer-Manager, you shall use your best

efforts to exercise the supervision and control that you deem necessary

and appropriate to the activities of you and the Selling Dealers to

comply with all the provisions of the 1933 Act insofar as the 1933 Act

applies to your and their activities under this Agreement. Further, you

and the Selling Dealers shall not engage in any activity which would

cause the offer and/or sale of the Units not to comply with the 1933

Act, the 1934 Act, the applicable rules and regulations of the

Commission, the applicable state securities laws and regulations, this

Agreement, and the NASD Conduct Rules, including Rules 2420, 2730, 2740

and 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Sec. (b)(2)

SUITABILITY

(A) A member or person associated with a member shall not

underwrite or participate in a public offering of a direct

participation program unless standards of suitability have

been established by the program for participants therein

and such standards are fully disclosed in the prospectus

and are consistent with the provisions of subparagraph (B)

of this section.

(B) In recommending to a participant the purchase, sale or

exchange of an interest in a direct participation program,

a member or person associated with a member shall:

(i) have reasonable grounds to believe, on the basis of

information obtained from the participant concerning

his investment objectives, other investments,

financial situation and

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needs, and any other information known by the member

or associated person, that:

(a) 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, including the tax benefits

where they are a significant aspect of the

program;

(b) 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

participant; and

(ii) maintain in the files of the member documents

disclosing the basis upon which the determination of

suitability was reached as to each participant.

(B) hereof, no member shall execute any transaction in a

direct participation program in a discretionary account

without prior written approval of the transaction by the

customer.

Sec. (b)(3)

DISCLOSURE

(A) Prior to participating in a public offering of a direct

participation program, a member or person associated with

a member shall have reasonable grounds to believe, based

on information made available to him by the sponsor

through a prospectus or other materials, that all material

facts are adequately and accurately disclosed and provide

a basis for evaluating the program.

(B) In determining the adequacy of disclosed facts pursuant to

subparagraph (A) hereof, a member or person associated

with a member shall obtain information on material facts

relating at a minimum to the following, if relevant in

view of the nature of the program:

(i) items of compensation;

(ii) physical properties;

(iii) tax aspects;

(iv) financial stability and experience of the sponsor;

(v) the program's conflicts and risk factors; and

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(vi) appraisals and other pertinent reports.

or person associated with a member may rely upon the

results of an inquiry conducted by another member or

members, provided that:

(i) the member or person associated with a member has

reasonable grounds to believe that such inquiry was

conducted with due care;

(ii) the results of the inquiry were provided to the

member or person associated with a member 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 program or an affiliate of such

sponsor.

(D) Prior to executing a purchase transaction in a direct

participation program, a member or person associated with

a member shall inform the prospective participant of all

pertinent facts relating to the liquidity and

marketability of the program during the term of

investment.

You and the Selling Dealers shall maintain records on the information

used to determine that the investment in the Units is suitable and

appropriate for each subscriber, and shall maintain these records for

at least six years after the Offering Termination Date.

(f) You agree to advise the General Partner in writing of each jurisdiction

in which you and the Selling Dealers propose to offer or sell the

Units; and you shall not nor shall you permit any Selling Dealer to

offer or sell the Units in any jurisdiction until you have been advised

in writing by the General Partner, or the General Partner's special

counsel, that the offer or sale of the Units:

(i) has been qualified in the jurisdiction;

(ii) is exempt from the qualification requirements imposed by such

jurisdiction; or

(iii) is otherwise not required to be qualified.

(g) You and the Selling Dealers have received copies of the Prospectus

relating to the Units and you and the Selling Dealers have relied only

on the statements contained in the Prospectus and not on any other

statements whatsoever, either written or oral, with respect to the

details of the Offering.

You agree to provide, and shall require the Selling Dealers to provide,

each offeree with the following:

(i) a copy of the Prospectus; and

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(ii) any supplement or amendment to the Prospectus.

Also, unless advised otherwise by the General Partner, you and the

Selling Dealers may choose to provide each offeree with the following

sales materials (the "SALES LITERATURE"):

(i) an investor-use brochure reviewed by the NASD;

(ii) an investor presentation and invitations reviewed by the NASD;

and

(iii) any additional investor-use materials prepared by the

Partnership or the General Partner and reviewed by the NASD.

Any Sales Literature, if distributed, must have been preceded or

accompanied by the Prospectus.

(h) If a supplement or amendment to the Prospectus is prepared and

delivered to you by the Partnership, you agree and shall require any

Selling Dealer to agree as follows:

(i) to distribute each supplement or amendment to the Prospectus to

every person who has previously received a copy of the

Prospectus from you and/or the Selling Dealer; and

(ii) to include each supplement or amendment in all future deliveries

of the Prospectus.

(i) In connection with any offer or sale of the Units you agree and shall

require any Selling Dealer to agree to the following:

(i) to comply in all respects with statements set forth in the

Prospectus, the Partnership Agreement, and any supplements or

amendments to the Prospectus;

(ii) not to make any statement inconsistent with the statements in

the Prospectus, the Partnership Agreement, and any supplements

or amendments to the Prospectus;

(iii) not to make any untrue or misleading statements of a material

fact in connection with the Offering; and

(iv) not to provide any written information, statements, or sales

materials other than the Prospectus, the Sales Literature, and

any supplements or amendments to the Prospectus unless approved

in writing by the General Partner.

(j) You agree to use your best efforts in the solicitation and sale of the

Units and to coordinate and supe

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