DEALER-MANAGER AGREEMENT





         THIS AGREEMENT, dated as of ___________, 2004, is made by and between

Desert Capital REIT, Inc., a Maryland corporation (the "Company"), and CMC

Financial Services, Inc., a Nevada corporation (the "Managing Dealer").







         WHEREAS, the Company proposes to offer and sell up to an aggregate of

22,000,000 shares of its common stock par value $0.01 per share (the "Common

Stock") to the public pursuant to a public offering;







         WHEREAS, the Managing Dealer is registered with the National

Association of Securities Dealers, Inc. as a broker-dealer, and is presently or,

prior to any offers or sales of Shares, will be licensed in all states in which

it offers the Shares, as a broker-dealer qualified to offer and sell to the

public securities of the type represented by the Shares; and





         WHEREAS, the Company desires to retain the Managing Dealer to use its

best efforts to sell the Shares and to manage the sale by others of the Shares,

and the Managing Dealer is willing and desires to serve as the Managing Dealer

for the Company for the sale of the Shares upon the terms and conditions set

forth in this Agreement.



         NOW, THEREFORE, for and in consideration of the premises and the mutual

covenants and agreements hereinafter set forth, the Company and the Managing

Dealer agree as follows:



                                   SECTION 1

                                   DEFINITIONS



         Whenever used in this Agreement, the following terms shall have the

following specified meanings.





1.1 "Company" means Desert Capital REIT, Inc., a Maryland corporation.





1.2 "NASD" means the National Association of Securities Dealers, Inc.





1.3 "Offering" means the offering of up to 22,000,000 Shares of the Company to

the public pursuant to the terms and conditions of the Registration Statement.







1.4 "Offering Period" means the period commencing on the effective date of the

Registration Statement and ending on the earliest of the following: (i) the

later of one year after the initial date of the Prospectus or, at the Company's

election, two years after the initial date of the Prospectus; (ii) the

acceptance by the Company of subscriptions for 22,000,000 Shares, with up to

2,000,000 of such Shares available to investors who participate in the Company's

Dividend Reinvestment Plan; (iii) the termination of the Offering by the

Company; (iv) the termination of the effectiveness of the Registration

Statement; or (v) the termination of the Company.







                                      -1-





1.5 "Participating Brokers" mean those broker-dealers engaged by the Managing

Dealer to participate in the Offering pursuant to Paragraph 3.2.





1.6 "Primary Shares" means 20,000,000 shares of Common Stock being issued by the

Company at a purchase price of $10.00 per share.







1.7 "Prospectus" means the final prospectus included in the Registration

Statement, pursuant to which the Company will offer Shares to the public, as the

same may be amended or supplemented from time to time after the effective date

of the Registration Statement.







1.8 "Registration Statement" means the registration statement pursuant to which

the Company has registered the Shares with the SEC as provided in the Securities

Act of 1933, as amended, as such registration statement may be amended or

supplemented from time to time.







1.9 "Reinvestment Shares" means 2,000,000 shares of Common Stock to be issued

pursuant to the Company's Dividend Reinvestment Plan.







1.10 "SEC" means the Securities and Exchange Commission.







1.11 "Shares" mean, collectively, the Primary Shares and the Reinvestment

Shares.





1.12 "State Regulatory Authorities" mean the commissions, departments, agencies

or other authorities in the fifty states, the District of Columbia, and the

Commonwealth of Puerto Rico which regulate the offer and sale of securities.



                                   SECTION 2

                                   APPOINTMENT





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

Company hereby appoints the Managing Dealer as the managing dealer of the

Offering to use its best efforts to sell the Shares of the Company and to manage

the sale by others of such Shares for the Company's account. The Managing Dealer

hereby accepts such appointment.





                                   SECTION 3

                                 SALE OF SHARES



3.1 Best Efforts. The Managing Dealer shall use its best efforts during the

Offering Period to sell or cause to be sold the Shares in such quantities and to

such persons and in accordance with such terms as are set forth in this

Agreement, the Prospectus and the Registration Statement. Notwithstanding

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