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Submitted To:       
Copy No.:       
         Date:        







CONFIDENTIAL
PRIVATE OFFERING MEMORANDUM
OF
[LIMITED PARTNERSHIP NAME]





THIS MEMORANDUM IS SUBMITTED TO YOU ON A CONFIDENTIAL BASIS SOLELY IN CONNECTION WITH YOUR CONSIDERATION OF AN INVESTMENT IN [LIMITED PARTNERSHIP], A [STATE] LIMITED PARTNERSHIP. DUE TO THE CONFIDENTIAL NATURE OF THIS MEMORANDUM, ITS USE FOR ANY OTHER PURPOSE MIGHT INVOLVE SERIOUS LEGAL CONSEQUENCES. CONSEQUENTLY, THIS MEMORANDUM MAY NOT BE REPRODUCED IN WHOLE OR IN PART, AND MAY NOT BE DELIVERED TO ANY PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER.

AN INVESTMENT IN THE [LIMITED PARTNERSHIP NAME] WILL BE SPECULATIVE AND WILL INVOLVE A HIGH DEGREE OF RISK. SUCH RISKS INCLUDE, BUT ARE NOT LIMITED TO, INVESTMENT IN A NEW START-UP VENTURE WITH SIGNIFICANT CAPITAL NEEDS AND EXPENSES, THE ILLIQUIDITY OF THE INVESTMENT, RESPRICTIONS ON TRANSFERABILITY, THE NEED FOR ADDITIONAL CAPITAL, AND OTHER POTENTIAL RISKS WHICH CANNOT BE DETERMINED IN ADVANCE.









GENERAL COMMENTS

This memorandum sets forth the objectives and method of operation of the Partnership, the principal terms of the Limited Partnership Agreement (the "Partnership Agreement") and certain other pertinent information. 

However, this memorandum does not set forth all of the provisions and conditions of the Partnership Agreement that may be significant to a particular prospective limited partner. Each prospective limited partner should examine this memorandum and the Partnership Agreement accompanying this memorandum in order to assure himself that the terms of the Partnership Agreement and the Partnership's performance goals are satisfactory to him. 


THE LIMITED PARTNERSHIP

[LIMITED PARTNERSHIP NAME] is a newly formed [STATE] limited partnership (the "Partnership") whose goal will be to develop and market: 

[DESCRIBE]

[GENERAL PARTNER NAME] (the "General Partner") is the general partner of the Partnership. The General Partner will be responsible for the day-to-day decisions of the Partnership.

To date, [LIMITED PARTNERSHIP] has accomplished the following: 

[DESCRIBE]



The [LIMITED PARTNERSHIP NAME] was registered in [STATE/PROVINCE], on [DATE].. The [LIMITED PARTNERSHIP NAME]s office is located at [ADDRESS], its telephone number is [PHONE NUMBER] and its fax number is [FAX NUMBER].


THE OPPORTUNITY

[LIMITED PARTNERSHIP NAME] believes it has the unique opportunity to [DESCRIBE].



THE OFFERING

[LIMITED PARTNERSHIP NAME] will be offering [NUMBER] units (the Units) to qualified limited partners at a purchase price of [AMOUNT] per unit for an aggregate offering price of [AMOUNT].. This document does not solicit any investment, but is used only to determine if there is an interest in a possible investment.


MINIMUM INITIAL SUBSCRIPTION

The Partnership expects new limited partners to invest at least [AMOUNT] subject to reduction in the sole discretion of the General Partner. Persons who are instrumental in the sale of limited partnership interests may be compensated, by the General Partner at its own expense, [IN CASH/OTHER]..



PRICE

Prior to commencement of business of [LIMITED PARTNERSHIP], Units will be offered at a price of [AMOUNT] per Unit. Thereafter, Units will be offered at the applicable net asset value per Unit (determined in accordance with the limited partnership agreement, a copy of which is annexed to this Offering Memorandum). 


RESALE OF THE UNITS

Units are not transferable except with the consent of the General Partner. Units are subject to restrictions on resale under applicable securities legislation, rules and regulations, unless a further statutory exemption may be relied upon by the investor or an appropriate discretionary order is obtained from the appropriate securities regulatory authorities pursuant to applicable securities laws. As there is no market for the Units, it may be difficult or even impossible for a purchaser to sell them. However, Units may be redeemed at net asset value (determined in accordance with the limited partnership agreement) at any valuation date provided that the request for redemption is submitted to the General Partner at least [NUMBER] days prior to such valuation date.


USE OF PROCEEDS

Of the net proceeds to be received from the sale of the Units, approximately [AMOUNT] will be used to [DESCRIBE], approximately [AMOUNT] will be used to [DESCRIBE], and [AMOUNT] will be used for [DESCRIBE]. The balance, if any, will be added to working capital and used for other general operation purposes. Pending such uses, the net proceeds will be invested in short-term, interest-bearing securities or accounts.


ILLIQUIDITY OF INVESTMENT IN THE PARTNERSHIP

Because of the limitation on withdrawal rights and the fact that limited partnership interests are not tradeable, an investment in the Partnership is a relatively illiquid investment and involves a high degree of risk.


ELIGIBLE PARTNERS

Admission as a limited partner in the Partnership is not open to the general public. Subscriptions will be accepted only from accredited partners who meet appropriate suitability standards, determined by the General Partner.


TAX AND OTHER RELATED CONSIDERATIONS

Tax results will depend upon the Partnership being recognized as a partnership for Federal income tax purposes. Existing income tax laws and regulations and interpretations thereof by the courts may be changed or repealed in the future and the effect of such modifications cannot be predicted. In addition, certain prospective limited partners may be subject to federal and state laws, rules and regulations which may regulate their participation in the Partnership or their engaging directly, or indirectly through an investment in the Partnership, in investment strategies of the type which the investment managers may utilize from time to time.




MANAGEMENT

The Partnership is managed by its General Partner. The management team of the [LIMITED PARTNERSHIP NAME] consists of the following:

[NAME]: [AGE] [TITLE] [DESCRIPTION OF EXPERIENCE]
[NAME]: [AGE] [TITLE] [DESCRIPTION OF EXPERIENCE]
[NAME]: [AGE] [TITLE] [DESCRIPTION OF EXPERIENCE]


MANAGEMENT FEE

In consideration for serving as General Partner to the Partnership, the General Partner, or an entity designated by the General Partner, shall be paid a quarterly management fee computed at an annual rate equal to [%] of each limited partner's capital account. The management fee will be debited to the capital account of each limited partner as of the first day of each fiscal quarter. In the event the Partnership is not in existence for the entire fiscal quarter, the management fee for such quarter shall be pro rated. The General Partner, in its sole discretion, may waive the management fee for any limited partner who is an employee or affiliate of the General Partner.


ADMISSION OF PARTNERS AND ADDITIONAL CAPITAL CONTRIBUTIONS

The General Partner may, in its sole discretion, admit additional limited partners to the Partnership, or accept additional capital contributions from existing limited partners on a monthly basis or, in the discretion of the General Partner, at any time during the fiscal year. The Partnership expects new limited partners invest at least [AMOUNT] subject to reduction in the sole discretion of the General Partner. Initial capital contributions shall be made only in cash. Additional capital contributions shall be made only in cash, in amounts of at least [AMOUNT] subject to reduction in the sole discretion of the General Partner.


RISK FACTORS

Purchase of units by a new limited partner will be speculative and will involve a high degree of risk. Potential limited partners should not purchase any Unit unless they are prepared and can afford to lose their entire investment. The risks associated with [LIMITED PARTNERSHIP NAME] include but are not limited to:

[LIMITED PARTNERSHIP NAME] is in its early stage of development, and its proposed operations are subject to all risks inherent in the establishment of a new enterprise
[LIMITED PARTNERSHIP NAME] has made no material sales to date and have encountered significant expenses in commencing operations
The key products upon which [LIMITED PARTNERSHIP NAME]s plans depend are still in development
[LIMITED PARTNERSHIP NAME] will need to attract and retain key personnel
[LIMITED PARTNERSHIP NAME] expects to face significant competition for its products
[LIMITED PARTNERSHIP NAME] will need to obtain additional capital to grow the business
[OTHER RELEVANT INFORMATION]





CONFLICTS OF INTEREST

The interests of the limited partners at times may conflict in some respects with the interests of the General Partner or its affiliates. However, the fiduciary obligations of the General Partner require that it exercise good faith and integrity in resolving any conflicts of interest.


PROJECTIONS

Attached hereto are certain projections concerning [LIMITED PARTNERSHIP NAME]. Projections are hypothetical and based upon present factors influencing the business of [LIMITED PARTNERSHIP NAME]. Assumptions regarding future changes in sales and revenues are necessarily speculative in nature. In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen changes and developments in available technologies and products, the entry into [LIMITED PARTNERSHIP NAME]s market of significant additional competitors, natural disasters, the terms and conditions of future financings of [LIMITED PARTNERSHIP NAME], and other risks inherent to the business of [LIMITED PARTNERSHIP NAME].. While management believes that the projections reflect the possible future results of [LIMITED PARTNERSHIP NAME]s operations, such results cannot be guaranteed. Limited partners must be prepared for the substantial economic risks involved in the purchase of Units, including the total loss of their investment.


EXHIBITS

This document contains the following exhibits:

Projections
Product brochures
Business Plan
Newspaper articles
[OTHER RELEVANT INFORMATION]




IN WITNESS WHEREOF, the parties hereto have signed this Confidential Memorandum on [DATE], in [CITY, STATE/PROVINCE].


[YOUR COMPANY NAME]        [POTENTIAL LIMITED PARTNER]



                          
Authorized Signature  Authorized Signature

                          
Print Name and Title  Print Name and Title




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