THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY UNITS IN MARKET CREEK PARTNERS, LLC. ANY SUCH OFFER OR SOLICITATION MAY BE MADE SOLELY BY THE OFFERING CIRCULAR DATED MAY 5, 2006. EACH POTENTIAL INVESTOR MAY ATTEND ONE OR MORE INFORMATIONAL MEET-INGS. AN OFFERING CIRCULAR AND INFORMATION ABOUT MEETINGS MAY BE OBTAINED FROM MARKET CREEK PARTNERS, LLC. THIS BROCHURE MAY NOT BE RELIED UPON IN CONSIDERING AN INVESTMENT IN MARKET CREEK PARTNERS, LLC AND IS FOR GENERAL INFORMATIONAL AND ILLUSTRATION PURPOSES ONLY.

The residents who helped plan and build Market Creek Plazaare pleased to announce the launching of

Diamond Community Investors

This is your opportunity to

Own a Piece of the Block!

2

©2006 Jacobs Center for Neighborhood Innovation. All rights reserved.

No copying, modification, republication, or other distribution of these materials is permitted without prior written consent.

Revised May 5, 2006.

Community ownership is the key to long-term community change. It provides a way for residents – rather than outsiders – to have a

voice in how resources are used and to capture the profits as they rebuild their neighborhoods.

Now you have the opportunity to “Own a Piece of the Block.” Consider investing in Market Creek Partners, LLC, the limited liability company that owns Market Creek Plaza and a property at the corner of Market and 47th Streets (Market & 47th), on a total of 11.4 acres right in the heart of San Diego’s Diamond neighborhoods.

Area residents worked together to create this vibrant community hub offering multicultural art, entertainment, and essential products and services. Market Creek Plaza was planned, designed, and built with the guidance and assistance of teams of community residents. Now you can be an owner in the company that owns these important community assets and become an active participant in shaping the future of your community.

Investing in Market Creek Partners, LLC, is a great way to get started. As an owner, you’ll have direct influence on community issues and development. Your investment gives you a voice about what goes on in your community, while helping you build personal assets for the future.

Own a Piece of the Block!

• ChollasView

• EmeraldHills

• NorthEncanto

• SouthEncanto

• LincolnPark

• MountainView

• Mt.Hope

• OakPark

• ValenciaPark

• Webster

TheDiamondNeighborhoods

1

2

Own a Piece of the Action

Market Creek Plaza embraces the rich multicultural traditions of the surrounding neighborhoods through its art, architecture, food, entertainment, and activities.

WHATISMARKETCREEKPLAZAANDMARKET&47TH?

Market Creek Plaza is the commercial and cultural center that offers what residents requested – a major grocery store, retail shops, a bank, and

a variety of restaurants. It also includes the land on which future office and community space will be built. Market & 47th is a soon-to-be-developed property which will target other businesses requested by residents.

Market Creek Partners, LLC, owns the buildings and land. The businesses pay rent for the space they occupy. As an investor, you share in any profits generated by these rents.

Market Creek Plaza embraces the rich multicultural traditions of the surrounding neighborhoods through its art, architecture, food, entertainment, and activities, as will Market & 47th when it is developed. Since its opening in January 2001, Market Creek Plaza’s Food 4 Less store has had more than 4 million visits, making it one of the top-producing stores in the region. The SDG&E payment center draws more than 30,000 people to Market Creek Plaza every month.

3

Market Creek Plaza Merchants ✔ BatterUp!TM

Sports-themed fast-food restaurant

✔ BusinessMattersTM

Packing, mailing, and postal services

✔ ColdStoneCreamery Ice cream and frozen yogurt

✔ CurvesforWomenFitness program

✔ ElPolloGrillTM Broiled chicken meals

✔ Food4Less 57,000-square-foot grocery store

✔ JacobsCenterforNeighborhoodInnovationTM

Conference and meeting space

✔ MagnoliasAuthenticSouthernDiningTM Full-service Cajun/soul food restaurant

✔ SempraHigh-TechOfficeoftheFutureBill payment convenience center

✔ Starbucks Starbucks coffee shop created by a partnership between Starbucks and Earvin “Magic” Johnson

✔ WellsFargoBank Neighborhood bank branch

✔ WheretheWorldMeetsTM Multicultural retail gift shop

Market Creek Partners, LLC, owns the buildings and land. The

businesses pay rent for the space they occupy. As an investor, you

share in any profits generated by these rents.

4

Keep Ownership Here

HOWDOIBECOMEANOWNER?

To become an owner of Market Creek Plaza and Market & 47th, you can buyunits in Market Creek Partners, LLC. Units are similar to stock. Buying and

holding units gives you an ownership share of the company.

WHOOWNSMARKETCREEKPLAZAANDMARKET&47THNOW?

Market Creek Plaza and Market & 47th are owned by Market CreekPartners, LLC, which is currently owned by a non-profit foundation, the

Jacobs Center for Neighborhood Innovation (JCNI) and its management company, Diamond Management, Inc. (DMI). They are both headquartered in the Diamond neighborhoods. JCNI is working with residents like you to develop a common vision for your community and keep profits here for the benefit of you and your neighbors. This helps ensure that those who have a stake in the community control its assets.

Market Creek Plaza was developed as the cornerstone of JCNI’s partnership with the community to find new ways for residents to drive change and own the results of those efforts. JCNI is working with teams of residents to:

• buildthesocialwell-beingoftheneighborhoods,

• createbusinesses,jobs,andcommunitywealth,

• helpinimprovingthephysicalenvironmentthroughneighborhoodassets,and

• expandopportunitiesforresidentparticipationintheplanning,decision- making, implementation, and ownership of community change.

That is why JCNI wants to make sure that this opportunity is available to all qualified residents and other stakeholders in the Diamond neighborhoods. Resident ownership of community assets is essential to strong neighborhoods.

5

Jacobs Center for Neighborhood

Innovation (JCNI), and its

subsidiary Diamond Management, Inc. (DMI)

Diamond Community Investors

(YOU)

Is Owned By

Pay Rents To

Market Creek Partners, LLC

A group of residents and stakeholders who invest in Market Creek Partners, LLC

A private foundation investor (JCNI) and the manager of both

properties (DMI)

The company that owns Market Creek Plaza and Market & 47th, collects the rents, and provides ownership opportunities to community members

Shops, Restaurants, Services

The individual businesses that lease the land and buildings

Neighborhood Unity

Foundation(NUF)

A community-led charitable foundation serving the local

neighborhoods

HOWDOESOWNERSHIPWORK?

Your units make you one of the Diamond Community Investors (DCI).DCI will share ownership of Market Creek Partners, LLC with Jacobs

Center for Neighborhood Innovation (JCNI), Diamond Management, Inc. (DMI), and a new resident-created charitable foundation, the Neighborhood Unity Foundation (NUF).

Market Creek Plaza

Rent Space To

Market & 47th

The two properties discussed in the offering

6

HOWDOESOWNERSHIPIMPACTME?

In under-invested communities, run-down properties are often owned by people with no concern for the future of the neighborhood. They often

don’t care about cleaning them up or putting businesses on them to bring much-needed jobs to the area. Ownership by residents and community groups, however, keeps control with people who have a stake in the well-being of the area.

Improving unproductive properties and bringing jobs and services to the area helps properties increase in value. With resident ownership, that increased value stays in the neighborhood. And resident ownership of Market Creek Partners ensures that the properties cannot be sold to another group or person without the approval of the Diamond Community Investors — you and your neighbors. The idea is so innovative that residents from other under-invested neighborhoods around the country are looking at Market Creek Plaza to learn how they can take advantage of rebuilding and revitalizing their own neighborhoods.

Investing in real estate is one way to create wealth. For instance, when you rent your home, all the equity (or value) goes to your landlord (the owner). You own nothing. However, when you buy your home, any increase or decrease in the value of that home belongs to you. As the value of your property changes, so does your wealth.

Resident ownership influences areas where people live, work, and play.

Own Community Assets

7

Valueofproperty=

$75,000

Value - Loan Balance = Equity

Increase in Value

Rent=$300 Rent=$1,000

=EquityOwned

byLandlord

Belongs to Someone Else

1975

HOWDOESEQUITYWORK?

Equity is the difference between the value of a property and the amount of the loan owed against it. When you make your payments, and if property

values increase, so does the equity.

As a renter, your payments go to a landlord (the owner). The landlord owns the equity. You don’t benefit at all from the increase in home value. Belowisanexample:

➤ ➤

Real estate, including an investment in your home, involves risk. Despite the fact that this illustration shows property value going up, the value could go down.

As an owner, your payments reduce the amount owed against your property. If property values rise, any equity — financial value — belongs to you.

Valueofproperty=$250,000

2005

Valueofproperty=

$75,000

Increase in Value

FirstLoanPayment=$300 FinalLoanPayment=$300

=Equityis

Yours

Belongs to You

1975

➤ ➤

Valueofproperty=$250,000

2005

Renter

Owner

WHAT’SAPREFERREDINVESTOR?

R esident investors like you automatically become members of a preferred group of investors called Diamond Community Investors (DCI). This

means that when there is a profit, you get paid a return on your investment before any other investor group. It is important to remember that profits are not guaranteed.

Typically, all investors are paid the same percentage of profits at the same time. An investment in Market Creek Partners, however, guarantees that when there is a profit, Diamond Community Investor members will be paid first. The Neighborhood Unity Foundation will be paid second. JCNI and DMI will be paid last, if profits remain.

Be a Preferred Investor

8

WHOARETHEINVESTORS?

In some companies “stock” is the tool for ownership. In a limited liability company (LLC) it’s called a “unit.” Units in Market Creek Partners will be held by three

groups of investors.These groups are made up of residents and organizations working with residents

to create a stronger community. The goal is to establish $2.5 million in units that will be owned by these investors. Returns on the investment will be paid to each group in this order:

DIAMONDCOMMUNITYINVESTORS(DCI): Units held by individual residents, community stakeholders, and community groups. Total value of units offered: $500,000

NEIGHBORHOODUNITYFOUNDATION(NUF): Units held by a community-led charitable organization. Total value of units reserved: $500,000

JCNI/DMI: Units held by the Jacobs Center for Neighborhood Innovation (JCNI) and Diamond Management, Inc. (DMI). Total value of units reserved: $1.5MILLION

TOTAL $2.5MILLION

1.

2.

3.

In purchasing units, Diamond Community Investors will:

✔ OwnadirectinterestinMarketCreekPartners.

✔ Becomeeligibletoreceiveareturnontheirinvestmentwhenprofitsaredistributed.

✔ HaveavoiceinselectingtheleadershipofDCI,whichinturn,hasavoiceinhowMarketCreekPlazaandMarket&47thareoperated.

Example

9

1.2.

HOWCANMYINVESTMENTEARNANDGROW?

People and groups who own units in an LLC can make money in two ways:

Income paid to you through annual distribution of profits based on the number of units you own

The increasing value of the units you own

In a commercial project like Market Creek Plaza and Market & 47th, the value of the asset (potential sale price) goes up or down based on profits (income after expenses).Theanchortenants’leasepaymentsgoupwhileloansarebeingpaiddown,sobothpropertiesareexpectedtohavesignificantincreasesinvalue.There is, however, no guarantee of profits.

The value of Market Creek Plaza and Market & 47th depends on income from rents received from tenants. If the revenue goes up, the value of the real estate goes up. If the revenue goes down, the value of the real estate goes down.

10%

7%

10%

Paid first to Diamond Commu-

nity Investors

Paid second to Neighborhood

Unity Foundation

Paid third to JCNI and DMI

Profits – Revenue

– Operating Expenses and Loan Payments

– CASH AVAILABLE FOR DISTRIBUTION

– Paid to DCI (10% return on $500,000 invested)

– Paid to NUF (10% return on $500,000 invested)

– Paid to JCNI and DMI (up to a 7% return)– To be split among all investors based on ownership percentage

This is what you would get paid

before othe

r investors!

*This illustration is an example of how payments to investors work. The numbers used here are for example only and do not guarantee you these specific returns.

➛

$1,487,000-1,054,000

$433,000

-50,000

$383,000

-50,000

$333,000

-105,000

$228,000

HOWDOESTHEPAYOUTWORK?

Market Creek Partners collects rents from Market Creek Plaza tenants and future tenants at Market & 47th every month. Part of that income

isusedtopayloansonthepropertiesandotherexpensesformaintainingtheproperties. Any profits are split among investors, with Diamond Community Investors paid first.

Money to be paid to investors➛

This is the amount of money collected

➛

10

WHATARETHEPRIMARYRISKSOFINVESTING?

There are risks in every investment you make. It’s important to weigh those risks before you decide to invest.

An investment in Market Creek Partners is no different. It too, carries risks. What makes it different is that the developer, JCNI, has assumed many of the risks usually involved in commercial development investing. Market Creek Plaza and Market & 47th are the cornerstone projects of JCNI. The mission of JCNI is to seek new paths to resident ownership of assets, because that is the key to strengthening a community. JCNI’s role as developer is to make these projects successful for the community’s benefit, not its own.

Before you join Diamond Community Investors, be aware of these risks and what has been done to offset them. Some of the risks of this project are:

1.Commercialdevelopmentisrisky.Youcouldloseyourmoney.

2.Profitsarenotguaranteed.

3.Youmaynotbeabletosellyourinvestorunits.

4.MarketCreekPartners,LLCisanewcompanywithnoprovenexperience.

5.TheMarketCreekPlazaprojectisfinanciallydependentonJCNI.

Evaluate the Risks

There are risks in every investment you make. It’s important to weigh those risks before you

decide to invest.

11

HOWISMARKETCREEKPARTNERSADDRESSINGTHESEISSUES?

Market Creek Plaza is the first project of its kind in the nation. It wasdeveloped with resident ownership as its primary purpose, making

it unique and innovative. The success of Market Creek Partners and the resident ownership opportunity is very important to the hundreds of community residents who helped plan, design, and build the project. Others in this community and across the United States are watching with interest, to see if we succeed. That is why JCNI dedicated a tremendous amount of time and

resources to carefully address the risks and minimize them as much as possible.

1.CommercialDevelopmentThe primary risks of commercial development are environmental,

construction, and leasing issues. At Market Creek Plaza, all environmental issues have been addressed, and the primary buildings are already constructed and leased.

A major anchor tenant, Food 4 Less, was the first to sign on, with a 20-year lease. That lease alone covers the project’s loan payments, which is the largest expense.TheparentcompanyofFood4Less,TheKrogerCo.,hasguaranteedthe lease.

JCNI assumed all pre- development risks, completed the majority of construction, and leased available space before making the offering of investor units. This ensures an immediate rental income stream, which, in turn, becomes part of the profit/loss calculation.

At Market Creek Plaza, all environmental issues have been addressed, and the primary buildings are already constructed and leased.

12

2.NoGuaranteedProfitsWhile there is no guarantee of profits in any commercial project, JCNI has

already assumed the early risks of pre-development, construction, and leasing. Rents are already being collected. When and if profits are distributed, Diamond Community Investors will always be first in line to receive their share based on a 10% preferred return on their investment.

3.SellingYourInvestorUnitsAn investment in real estate is long term. If you choose to invest in Market

Creek Partners, you should consider your investment long term. Because this is a community development offering, there is no built-in market like a stock exchange.Ifyouwanttosellyourunits,interestedbuyersmustmeetthe qualifications listed on page 14. Diamond Community Investors will also have the option to vote to sell all of their ownership units back to JCNI at the fair market rate. This vote will take place between July 1 and December 31, 2012.

JCNI has already assumed the early risks of pre-development,

construction, and leasing. Rents are already being collected.

13

Individual team members have a wealth of experience in development and related fields, including more than 80 combined years in property development.

4.NewCompanyWhile Market Creek Partners, LLC is a new company, formed specifically

for Market Creek Plaza and Market & 47th,itsteamhasawealthofexperiencein development and related fields, including more than 80 combined years in property development. Leading the team is Chip Buttner, who has over 30 yearsoffinanceandcommercialdevelopmentexperience.Hehassuccessfully completed commercial real estate development projects totaling more than $150 million, including 47 retail centers and 18 fast food restaurants. He and his team have made a long-term commitment to JCNI and Market Creek Partners.

5.FinancialDependenceonJCNIAs the primary investor in Market Creek Partners, LLC, JCNI formed

the company and obtained its financing. This may be seen by some as a risk. However, it allows JCNI to make sure that Market Creek Plaza and Market & 47th become assets benefiting the community and fulfilling JCNI’s mission of neighborhood strengthening in developing the properties. The goal is to transfer ownership of both Market Creek Plaza and Market & 47th to the community over time.

What makes Market Creek Partners different is that, as the developer,JCNI has assumed many

of the risks usually involved in commercial development investing.

HOWCANIPARTICIPATE?

This opportunity to “Own a Piece of the Block” was created especially for residents, stakeholders, and community groups. Once you evaluate

the risks and decide to invest in Market Creek Partners, you can buy units for yourself or on behalf of your children.

This offering is open only to 450 investors. It is intended for neighborhood stakeholders. To qualify as a neighborhood stakeholder it is important that you live, work, or volunteer in the community and are taking part in efforts that strengthen the Diamond neighborhoods. Additional criteria may be used should there be more than 450 interested investors.

Be a Part of It

You live in the Diamond neighborhoods.

ORYou own, operate, or work in a business located in the Diamond neighborhoods.

ORYou are, work with, or volunteer with a group or organization located in the Diamond neighborhoods.

✔

✔

✔

14

Toparticipate,youMUST

1) BearesidentofthestateofCalifornia

AND2) Beabletodemonstrateaproven

commitmenttostrengtheningtheDiamondneighborhoods

AND3) Meetoneofthefollowing

requirements:

HOWMUCHDOESITCOST?

Each unit is $10, with a minimum purchase of 20 units for a total of $200($10x20=$200)toparticipate.

HOWMUCHMAYIPURCHASE?

You may invest up to 10% of your total annual income or 10% of your net worth (what you own minus what you owe) as defined for this offering.

No single investor can purchase more than 1,000 units for a total of $10,000.

DOIHAVEENOUGHINCOMEORNETWORTH?

I f you had at least $2,000 in total income last year, or if your net worth is at least $2,000, you can invest at the minimum level.

HOWLONGDOIHAVETOINVEST?

This is a time-limited offer. Although the offering is scheduled to close on October 31, 2006, it may end earlier if we reach one of two goals: 450

investors or $500,000. It’s important to determine right away if you are eligible, so you won’t be left out.

15

How to Determine Your Net WorthYour “net worth” is the value of what you own minus what you owe. For the purposesofthisoffering,youmustexcludeyourhome.Yourhomefurnishings,automobiles,andretirementaccountsalsoareexcluded.

SavingsAccount

Jewelry,FineArt

ASSETS LIABILITIES

Bills

CreditCards

NETWORTHminus equals

StocksandBonds

WHATDOIGETASANINVESTOR?

When you join Diamond Community Investors you become a partner with your friends and neighbors in shaping the future of your community.

Make Your Vote Count

16

✔ YoubecomeamemberofthePREFERREDINVESTORGROUP.Ifprofitsarepaidout,DiamondCommunityInvestorsgettheFIRSTreturns.

✔ DependingontheprofitsmadebyMarketCreekPartners,youcouldreceiveaPREFERREDreturnonyourinvestmentthat’sashighas10%ofyouroriginalinvestment.Forexample,ifyouinvested$1,000,yourreturncouldbeashighas$100inoneyear.Ifprofitsareexceptionallygood,additionalmoneywillbesplitamongallinvestors,andyoucouldmakemorethan$100.Profitsarenotguaranteed.

✔ Owningunitsgivesyouavoice.YoubecomeavotingmemberofDiamondCommunityInvestors,whichadvisesthemanagementofMarketCreekPartners,LLC.Inthefuture,DiamondCommunityInvestorswillalsohavetheopportunitytocauseMarketCreekPartnerstobuyoutJCNI’sunits.

Market Creek Plaza is the first project of its kind, developed hand-in-hand with the members of this community. It’s designed to meet the stated needs of residents. Some of your neighbors own businesses at Market Creek Plaza. Most of the employees live in the neighborhood, too. Market & 47th will be developed in a similar way.

17

This is a time-limited offer... don’t be left out!

Owning units of Market Creek Partners, LLC gives you a voice. You become a preferred investor. The value of this project is kept in your community.

An investment in Market Creek Partners is a down payment on the future of your community. It’s for people with a vision for what can be and the

desire to take action. It’s for those who want to leave behind something bigger than themselves.

It’s also good business.

18

...Owns Solid Projects Your investor units in Market Creek Partners give you ownership of Market

CreekPlaza,whichincludesadynamicmixofservices,fun,food,and entertainment. It also includes Market & 47th.

Market Creek Partners makes money from the rents paid by businesses afterexpensesarepaid.Anyprofitsfromrentsaredistributedtoinvestors.Members of Diamond Community Investors are the first paid.

Market Creek Plaza is complete. Decisions on finalizing tenants for Market & 47th will be made by community teams. Together, Market Creek Plaza and Market & 47thareexpectedtoleaseoutmorethan172,000squarefeetof space.

The Food 4 Less grocery store, open since January 2001, has surpassed its sales projections. Since opening, the store has serviced more than 4 million customer visits and consistently ranks as one of the best performing stores in the region.

...Has Experienced LeadershipThe management company that will run Market Creek Partners is led

byanexperiencedteamwithacombined80yearsofexperiencein commercial property development and management. A representative oftheDiamondCommunityInvestorswillalsobringexpertisetothe management team.

Be a Part of It

...Benefits You and Your CommunityA long-term investment in Market Creek Partners benefits you, your family,

and your community. The dollars you invest in this company come back to you in many ways:

• 10%preferredreturnonyourinvestment

• Morejobs,contractingopportunities,andcareersclosetohome

• Increasedlocalservices

• Abetterqualityoflifeforyouandthosearoundyou

• Beautifulmulticulturalartandarchitecturethatattractsvisitorsfromaroundthecountry

• Opportunitytoparticipatewithfamily,friends,andneighborsincreatingavibrantandstrongcommunity

...Is the First of its KindThis is the first commercial center in the United States developed by

residents and owned by residents. It is built on land long ignored by traditional investors. It’s the beginning of a new way to make change, to be heard, to shape the future, and to reap the direct benefits.

People from around the country are looking at Diamond Community InvestorsandMarketCreekPartnersasanexampleofhowcommunity residents can earn and build assets while revitalizing their own neighborhoods.

Join Now!

19

Own a Piece of the Block!Call(619)527-6160

Beamongthefirsttoinvestinanewfuture.ContacttheJacobsCenterforNeighborhoodInnovation

togettheinformationyou’llneedtoparticipateinthisopportunity.

JacobsCenterforNeighborhoodInnovation

5160 Federal Blvd.

San Diego, California 92105

Phone: (619) 527-6161 or (800) 550-6856

Fax:(619)527-6162

Public Relations: (619) 660-5555

Visit our website at www.JacobsCenter.org

For more information,www.ownapieceoftheblock.net

20

The Diamond Community Investment Team is a working team of residents andJCNIstaffworkingtogethertoexplorethebestwaystotransfer

ownership of Market Creek Plaza and Market & 47th from JCNI to the residents of this community. The team is made up of people from a broad range of ethnicities, ages, and neighborhoods. It is their vision and determination that have shaped and guided the development of this unique investment opportunity.

Diamond Community Investment Team

MarketCreekPartners,LLCDiamondManagement,Inc.,Manager

5160 Federal Blvd. San Diego, California 92105

Phone: (619) 527-6160 Fax:(619)527-6162

Visit our website at www.MarketCreekPartners.com

24