This Letter of Intent and Term Sheet confirms the discussions between a corporation (who will act as a general partner for the purposes of the transaction) and potential investor regarding a limited partnership relationship they intend to enter. This letter specifies the interests the investor will purchase and the agreement to pay certain expenses of counsel. It also sets forth that this letter is a statement of mutual intent and not a formal and final agreement.

A Term Sheet attached as a Schedule to the Letter of Intent is included. This document summarizes the proposed terms of the limited partnership interests including the offering, date of closing, minimum investment and voting interests. It also sets forth how net profits will be distributed.

This Letter of Intent and Term Sheet contains the following:

• Parties: Identifies the corporation/general partner and the potential investors;
• Partnership Interests: Sets forth the number of units of partnership interests the investors desire to purchase;
• Special Counsel: Specifies the reasonable expenses to be paid to a special counsel in regard to this transaction;
• Signatures: This agreement is signed by the general partner and "agreed and accepted" by the investor.
• Term Sheet: Term sheet which sets out a complete summary of the proposed terms of the offering of limited partnership interests.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Letter of Intent and Term Sheet

State Law Compliance: This form complies with the laws of all states