This program is sponsored and administered by the Canadian Thoroughbred Horse Society (Ontario Division). The program is intended to provide new and/or novice investors with an opportunity to share in the investment of Thoroughbred racehorses as part of a group of investors led and managed by seasoned and experienced mentors and managers.

Those who become parties to this agreement as provided below, agree with one another to form a partnership to purchase two Thoroughbred horses.

1. OBJECTIVE

The objective of the partnership is to acquire and race Thoroughbred horses for a profit.

2. UNITS

Ten partnership units will be established. Each unit entitles and obligates the holder(s) to an equal share of the income and expenses of the partnership. The CTHS intends to form a total of three distinct partnerships running independent of each other, but structured at start up to be identical other than the make up of the unit holders and the actual horses purchases. The CTHS shall be responsible for the formation of all such partnerships and the assignment of unit holders, mentors and trainers for each partnership.

3. TERM OF PARTNERSHIP

The partnership will begin on September 2nd, 2006. Partners agree that the Partnership will continue in the event of the death, incapacity or bankruptcy of any partner. The partnership will terminate when the partnership owns no horses. The horses owned may be liquidated to dissolve the partnership by majority approval of the partnership. New horses may only be acquired by the partnership with unanimous consent of the partners.

4. PARTNERSHIP MANAGEMENT

The partnership will be managed by a mentor as assigned by the CTHS of Ontario. Such manager shall also be a unit holder in the partnership. The manager will be paid no fee for management duties but will be reimbursed for reasonable out-of-pocket expenses incurred in the performance of their management duties. The CTHS, its employees and/or its agents accept no liability nor provide any guarantees of performance with respect to any investment made. Partners agree that only the partnership manager will have signing authority with regard to banking arrangements that may be established from time to time in the name of the partnership.

5. RESPONSIBILITIES OF THE MANAGER

The manager will be exclusively responsible for the operational management of the partnership. These responsibilities include providing for the reasonable care, custody and control of the partnership assets during the term of the partnership. The manager will ensure that the nature and quality of care, custody and control provided for the partnership horses are consistent with prevailing standards for Thoroughbred racehorses in the Province of Ontario and such other places where the partnership horses may be shipped from time to time for racing or training purposes. The manager shall be exclusively responsible for all racing, training and custody decisions regarding the partnership horses. Partners acknowledge that care, custody and control of the partnership horses will be provided by third-party vendors. Provided that the manager acts reasonably in the selection and monitoring of such vendors, partners agree that the manager will not be held responsible for any harm, injury or death to any partnership horses during the term of the partnership. The manager will be responsible for partnership projection costs, payment of expenses, custody of revenues, booking and financial reporting. The manager shall provide partners with reports of revenues, expenses and cash position no less frequently than once each year. The manager will be responsible for informing partners from time to time of the operations of the partnership and the activities of the partnership horses.

6. PARTNERSHIP MEETINGS

The manager will be responsible for convening partnership meetings when partnership issues arise, and to review financial and operational issues no less frequently than once each year. Any partner may also call a partnership meeting on 30 days’ notice to all other partners. Partners are entitled to one vote for each unit held with regard to all matters raised at any partnership meeting. Proxy voting or assignment of such voting entitlement shall not be permitted.

7. POWERS OF INDIVIDUAL PARTNERS

The manager will serve at the discretion of the partnership and may be replaced at any time when the holders of 60% or more of the partnership units determine that the manager should be replaced. Other changes to this agreement may be made at any partnership meeting when the holders of 60% or more of the partnership units agree on such a change. Partners agree that, except as provided in this agreement, no partner has the authority to make any agreement or commitment on behalf of the partnership or any other partner.

8. BASIS OF PARTNERSHIP ACCOUNTING

Partners agree that the partnership income and expenses will be determined on a cash basis. The fiscal year of the partnership will end on December 31st each year.

9. FUNDING OF THE PARTNERSHIP

Partners agree initially to fund the partnership with the payment of $10,000 per unit acquired on September 2nd, 2006. The partnership shall be comprised of ten equal units, thus providing total start-up capital of $100,000 for the partnership. The manager will be responsible for annually projecting partnership expenses on the assumption of zero income and informing the partners by December 1st of each year of the amounts required from them to fund the operations of the partnership for the ensuing calendar year. Partners agree to provide the required funds to the manager by January 5th of each year. As required in exceptional circumstances, the manager will be responsible for determining and informing partners of additional funds required to maintain partnership operations and of the required timing for their submission. Partners agree to provide those additional funds to the manager at those times. If a partner fails to provide the required funds at the required times, the manger will provide the partner with a written notice of default. If the required funds are not received within 30 days of that notice, the partner will be deemed to be in default. Default by a partner will be deemed to be an offer to sell that partner’s unit(s) to other members of the partnership for the price of $1.00 (one dollar).

10. DISTRIBUTION OF PARTNERSHIP INCOME

Unless otherwise determined at a meeting of the partners, all revenues earned by the partnership (net of related variable costs) will be distributed by the manager to partners quarterly. The partnership may elect to reinvest any or all earnings in additional horses only with unanimous approval of the partners.

11. POST-PARTNERSHIP CARE

Partners agree to establish an account for the non-commercial post-partnership care of the partnership horses. The account will be funded annually in amounts to be determined by the partnership. Distribution of such funds will be made by the manager in such amounts and at such times as they determine appropriate. Partners acknowledge and agree that such distributions may be made subsequent to the termination of the partnership.

12. DISPOSITION OF PARTNERSHIP UNITS

If a partner wishes to sell his/her unit, other partners hold the right of first refusal to purchase the unit. If more than one partner wishes to purchase the unit, interested partners will share ownership of the unit acquired proportionately. If no partner elects to purchase a unit within 30 days of its being offered for sale, the unit may be sold to a non-partner. If a partner wishes to transfer ownership of his/her unit without consideration, the unit may be transferred without being subject to the right of first refusal indicated above. All acquisitions of units are subject to the consent of the partners and such consent may not unreasonably withheld. Consent will require individuals acquiring units to become parties to this agreement.

13. RACING LICENSING

The partners agree that all partners must be licensed as required by law or regulation in any relevant jurisdiction. Each partner will assume all costs related to be licensed as a Thoroughbred owner.

14. INSURANCE COVERAGE

Mortality and surgical insurance may be maintained on the partnership horses on whatever basis and in whatever amounts are determined appropriate from time to time by the partnership manager.

15. ARBITRATION OF DISPUTES

Any controversy or dispute related to this agreement shall be submitted to binding arbitration in the Province of Ontario. A single arbitrator knowledgeable in equine matters will be selected by agreement of the parties.

16. TIME IS OF THE ESSENCE

Time will be of the essence in this agreement

17. NOTICE

All notices may be given in writing by mail, messenger, fax or email using the addresses as shown in this partnership agreement. Partners agree that notice provided by Canada Post will be deemed to have been delivered on the fourth day subsequent to the mailing.