PRIVATE PLACEMENT MEMORANDUM

$4,000,000 Subscription Amount

THE SMART FUND, LTD. A Texas limited partnership organized as of September 31, 2015

For The Purchase, Refurbishing and

Resale of Residential Real Estate in

the Dallas/Fort Worth Area, Texas

40 UNITS priced at

$100,000 per Unit

THESE ARE HIGHLY SPECULATIVE SECURITIES WHICH

INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS".

THERE IS NO PUBLIC MARKET FOR THE UNITS.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS

UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR

THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR

COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE.

THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM

REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT

MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED

HEREUNDER ARE EXEMPT FROM REGISTRATION.

URBAN CAPITAL, Inc.

13601 Preston Road Suite 548 West

Dallas, Texas 75240

This Memorandum is dated September 31, 2015

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PRIVATE PLACEMENT MEMORANDUM

THE SMART FUND, LTD

THE SMART FUND, LTD, a Texas limited partnership (the "Partnership"), organized as of

September 31, 2015. The primary investment objectives of the Limited Partnership are as

follows, (a) Purchase deeply discounted residential real estate (single-family houses) in the city

of Dallas and surrounding areas; including but not limited to all cities in Dallas County. (b)

Refurbish the residential real estate, if needed (c) Sell or Lease the residential real estate (d)

Reinvest in additional deeply discounted residential real estate to repeat the process. (e) After

Three (3) years, sell all properties and distribute funds as described in the limited partnership

agreement or extend the term of the Partnership for an addition three year term and continue to

reinvest profits.

Maximum Subscription Amount

Per Unit

Limited

Partners

Percentage

Maximum Subscription Amount $100,000 $4,000,000

Less Costs of

Estimated Legal, Accounting, Organizational,

and Printing Costs

$2000

$40,000

2.0%

Estimated Syndication Costs $7000 $140,000 7.0%

Estimated General and Administrative Costs $6000 $120,000 6.0%

Totals $85000 $3,400,000 15.0%

A minimum of one (1) up to a maximum of forty (40) limited partnership units in THE SMART

FUND, LTD, (the "Units") are being offered on behalf of the Partnership to no more than

thirty-five (35) Unaccredited Investors and an unlimited number of Accredited Investors as

permitted by the jurisdictions in which the Units are to be offered and sold. The purchase price

of the Units has been determined by the General Partner. The Subscription Price for each Unit is

$100,000, payable upon Subscription. Subscriptions must be for whole Units, with a minimum

purchase of at least one Unit, unless an agreement is reached with the General Partner to

subscribe for less than this minimum purchase in a manner permitted by federal and state

securities laws. Units will be offered only to qualified investors. There is no established public

market for these Units, and it is probable that no such market will ever develop.

The Partnership will pay the Legal, Accounting, Organizational and Printing Costs, and

Syndication Costs incurred in connection with the offer and sale of Units. Estimated Syndication

Costs will be $140,000 or 7% of Capital Contributions. Estimated Legal, Accounting,

Organizational and Printing Costs will be $40,000, or 2% of Capital Contributions. Estimated

General and Administrative Costs will be $120,000 or 6% of Capital Contributions. Pay a One-

time set up fee of $20,000.

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ADDITIONAL INFORMATION

DURING THE COURSE OF THIS OFFERING AND PRIOR TO SALE, EACH OFFEREE WILL BE AFFORDED THE OPPORTUNITY TO

ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE GENERAL PARTNER CONCERNING THE TERMS AND CONDITIONS

OF THIS OFFERING. IN ADDITION, EACH OFFEREE WILL BE ENTITLED TO OBTAIN ADDITIONAL INFORMATION FROM THE GENERAL PARTNER WHICH THEY BELIEVE TO BE MATERIAL TO A DECISION TO INVEST IN THE UNITS. INCLUDING

ADDITIONAL INFORMATION TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM TO

THE EXTENT THE GENERAL PARTNER POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE.

THE GENERAL PARTNER RESERVES THE RIGHT TO EXTEND, WITHDRAW OR MODIFY THIS OFFERING AND RETURN THE AMOUNTS TENDERED PRIOR TO ISSUING THE UNITS TO THE PARTNERS. THIS OFFERING MAY BE WITHDRAWN AT ANY

TIME BEFORE THE TERMINATION OF THIS OFFERING AND IS SPECIFICALLY MADE SUBJECT TO THE TERMS DESCRIBED IN

THIS MEMORANDUM. THE GENERAL PARTNER SPECIFICALLY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION TENDERED. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR OTHER

JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY PRIOR OR

SUBSEQUENT COMMUNICATIONS FROM THE PARTNERSHIP OR ITS AGENTS AS LEGAL OR TAX ADVICE. EACH INVESTOR

SHOULD CONSULT HIS OR HER OWN LEGAL AND TAX ADVISORS AS TO THE LEGAL, TAX AND BUSINESS RAMIFICATIONS RELATED TO AN INVESTMENT IN THE INTERESTS. THIS MEMORANDUM CONTAINS A SUMMARY OF CERTAIN PROVISIONS

OF THE LIMITED PARTNERSHIP AGREEMENT, NO WARRANTY OF SUCH ASSUMPTIONS IS EXPRESSED OR IMPLIED HEREBY.

ALL PARTNERSHIP DOCUMENTS RELATING TO THIS MEMORANDUM WILL BE MADE AVAILABLE TO OFFEREES UPON REQUEST TO THE GENERAL PARTNER.

NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS, OR FURNISH ANY INFORMATION, WITH RESPECT TO THE LIMITED PARTNERSHIP OR THE UNITS, OTHER THAN THE REPRESENTATIONS AND INFORMATION SET FORTH IN

THIS MEMORANDUM, THE PARTNERSHIP DOCUMENTS OR OTHER INFORMATION WHICH IS FURNISHED BY THE GENERAL

PARTNER UPON REQUEST.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO ANY PERSONS WHO HAVE RECEIVED IT FROM THE ISSUER.

DELIVERY OF THIS MEMORANDUM, OR ANY OTHER DOCUMENTS OR INFORMATION FURNISHED TO AN OFFEREE, TO ANYONE OTHER THAN THE PERSON WHO HAS RECEIVED IT FROM THE ISSUER IS UNAUTHORIZED.

ANY OFFER TO PARTICIPATE IN THE PARTNERSHIP DESCRIBED HEREIN SHALL ONLY BE MADE TO QUALIFIED PERSONS BY AN AUTHORIZED AGENT OF THE GENERAL PARTNER. THE PURPOSE OF THIS MEMORANDUM IS TO PROVIDE THE

PROSPECTIVE INVESTOR WITH THAT INFORMATION WHICH THE GENERAL PARTNER, ON BEHALF OF THE PARTNERSHIP,

BELIEVES IS PERTINENT TO AN INFORMED INVESTMENT DECISION. IT IS RECOGNIZED THAT ADDITIONAL INFORMATION MAY BE NEEDED BY THE PROSPECTIVE INVESTOR TO FORM SUCH AN INVESTMENT DECISION. THEREFORE, EACH

PERSON TO WHOM AN OFFER IS MADE IS ENCOURAGED TO MAKE FURTHER INQUIRY OF THE GENERAL PARTNER TO

ANSWER SATISFACTORILY ANY QUESTIONS HE MAY HAVE. REQUESTS FOR FURTHER INFORMATION SHOULD BE MADE

TO THE GENERAL PARTNER, AND SUCH INFORMATION SHOULD ONLY BE RELIED UPON WHEN FURNISHED IN WRITTEN

FORM.

THE UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 BECAUSE THE UNITS

HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER ANY STATE OR FEDERAL SECURITIES LAWS, THERE WILL BE NO

PUBLIC MARKET FOR THEM. ACCORDINGLY, TRANSFERABILITY OF THE UNITS IS RESTRICTED AND INVESTORS MAY NOT BE ABLE TO LIQUIDATE THEIR INVESTMENT QUICKLY OR ON ACCEPTABLE TERMS, IF AT ALL. AN INVESTOR MUST BE

PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE UNITS SHOULD BE PURCHASED ONLY AS A LONG-TERM INVESTMENT.

UNDER NO CIRCUMSTANCES SHOULD RECEIPT OF THIS PRIVATE PLACEMENT MEMORANDUM BE CONSTRUED AS AN OFFER OR SALE TO A RESIDENT OF THE COMMONWEALTH OF PENNSYLVANIA. NO OFFERS OR SALES WILL BE

PERMITTED TO PENNSYLVANIA RESIDENTS.

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TABLE OF CONTENTS

SUMMARY OF THE OFFERING …….……..………………………………………………...4

ESTIMATED COMPENSATION ……………………………………….……………………..7

USE OF PROCEEDS……………….…………………………………………………………...7

BUSINESS INTRODUCTION……………………………………………………………….…8

PROPERTY SOURCES…………………………………………………………………………9

MANAGEMENT………………………………………………………………………………...10

TERMS OF THE OFFERING……………………………………………………………….…..10

SUBSCRIPTION PROCEDURE………………………………………………………………..11

INVESTMENT OBJECTIVES AND POLICIES……………………………………….….…...14

SUMMARY OF PARTNERSHIP AGREEMENT……………………………………………...15

DEFINITIONS…………………………………………………………………………..……….16

PARTERNSHIP AGREEMENT………………………………………………………………...18

SUBSCRIPTION DOCUMENTS.………………………………………………………………35

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SUMMARY OF THE OFFERING

Name of Offering: THE SMART FUND, LTD.

Portfolio/Investment

Objectives:

The purchase of discounted residential properties with repairs

needed, located in targeted areas of demand in the Dallas-Fort

Worth Metroplex.

Business Activities: Liquidate, purchase, remodel, sell & lease Foreclosed Residential

Real Estate in the Dallas-Fort Worth Metroplex area to credit

worthy and credit impaired consumers for a profit.

Business Objectives: The primary investment objectives of the limited partnership are

as follows:

(a) purchase deeply discounted residential real estate in the

Dallas/Ft. Worth Area,

(b) refurbish the residential real estate, if needed,

(c) lease or sell the residential real estate, and

(d) reinvest funds to repeat the same process for a period of

three (3) years from the close of the offering.

Previous Activities: Since, March, 1997 URBAN CAPITAL Inc.’s management has

purchased, remodeled, resold and marketed over 300 homes with

a purchase and resale value of over $43,000,000 for its own

portfolio in the Dallas-Fort Worth area. Management’s combined

real estate experience and has been providing a broad range of

real estate services to the general public, investors and lenders

locally and nationally.

Property Sources: (1) Local, State and National Lenders Including but not

limited to,

BANK ONE,

WELLS FARGO,

CHASE MANHATTEN BANK,

DEPT. OF VETERANS AFFAIRS,

BANK UNITED,

NATIONS BANK

BANK OF AMERICA,

FANNIE MAE,

GENERAL MOTORS ACCEPTANCE CORP.

(2) County Foreclosure Auctions

Dallas County

Tarrant County

Denton County

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Collin County

(3) Advertising Department – Placement, Billboard, Flyers,

Marketing, Solicitation, Yard Signs

(WE PAY CASH FOR HOMES - TOP CASH PAID FOR

HOMES-WE BUY VERY UGLY HOMES)

Company Affiliates: REMAX

Home Depot

Lawyers Title

Johnston AC Service

American Land and Title

Reliance Mortgage

Texas Residential Mortgage

Ken Allen Insurance

Guaranty Bank

Company Services: Provide an inventory of quality remodeled & affordable

homes to consumers.

In house and third party affiliated mortgage brokers

providing competitive mortgage rates, term options and credit

repair for the credit impaired and credit worthy.

The construction services and wholesale vender accounts

providing a very marketable refurbished home product for the

Company and the General Public.

Listing and selling of all real estate services

Liquidation of foreclosed, financially distressed, defaulted

mortgages for lenders holding defaulted mortgages in the Dallas-

Fort Worth Metroplex.

Title litigation and evictions proceedings.

Capitalization: 40 UNITS priced at $100,000 totaling $4,000,000.

Offering Period: The Offering Period will terminate on September 31st 2016 or

earlier if all Units are sold.

Terms of Subscription

Documents and terms:

The subscription price for each Unit is $100,000, payable upon

subscription. Each subscriber shall return to the General Partner

an executed set of Subscription Documents with payment of

$100,000 per Unit for each Unit subscribed. This offering is

being distributed on a best effort basis.

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General Partner: URBAN CAPITAL, Inc., a Texas corporation

Limited Partners: Those persons whose Subscriptions to purchase the Units offered

hereby accepted by the General Partner in an amount aggregating

$100,000 (1 Unit), the Minimum Subscription Amount up to

$4,000,000 (40 UNITS) the Maximum Subscription Amount and

who are subsequently admitted to the Partnership. More

Specifically; Officers, Directors, Employees, Employee Benefit

Plan, Management, Pre-existing Stockholders, Pre-existing

Bondholders & Debenture, Company Affiliates, Pre-existing

Business Relationships, Pre-qualified Individuals, Trusts and

Corporations that are accepted by the company.

The following table sets forth the percentage allocation of Partnership costs and revenues between the Limited Partners and the General Partner.

Costs

Limited

Partner

General

Partner

Purchase Residential Real Estate 100% 0%

Rehabilitate Residential Real Estate 100% 0%

Sell Residential Real Estate 100% 0%

Legal, Accounting, Organization and Printing Costs 100% 0%

Syndication Costs 100% 0%

General and Administrative Costs 100% 0%

All Other Costs 100% 0%

Net Revenues

Limited

Partners

General

Partner

Management fee (Profits from each real estate sale and lease) 50% 50%

Upon dissolution (prior to return of all Capital Contributions) 50% 50%

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The following table is provided in order to assist the prospective investor in understanding the

types and amounts of compensation which the Partnership Manger will receive from the

Partnership.

Entity Receiving

Compensation

Type of Estimated

Compensation or Distribution

Estimated

Maximum

Subscription

Amount

General Partner /

Adminstartion Staff

General and Administrative Costs equal to 7.0% of

Capital Contributions

$140,000

General Partner / CPA /

Book Keeper / Lawyers

Legal, Accounting, Organization, and Printing Costs

associated with the Limited Partner equal to 2% of

Capital Contributions.

$40,000

General Partner /

Realtors / Brokers

Three (3%) to Six (6%) of Gross Selling or

Purchasing price of any homes Bought & Sold.

Indeterminate

General Partner Fifty percent (50%) of the profit or loss on each

residence purchased and sold.

Indeterminate

General Partner /

Agents of Issuer

Syndication Costs equal to 6% of Capital

Contributions.

$120,000

Maximum Subscription Amount

Subscription proceeds shall be used as follows:

Estimated Use of Proceeds1

Amount

Percentage

Per Unit

Amount

Real Estate Purchase, Rehab & Advertising

Costs

$ 3,400,000 85.0% $85,000

Legal, Accounting, Organization, & Printing

Costs

20,000 1.0% 1000

Syndication Costs 140,000 7.0% 7,000

General and Administrative Costs 140,000 7.0% 7,000

Totals: $4,000,000 100.0% $100,000

1All figures used are estimates and are subject to adjustment.

Source of Funds Amount Percentage

Limited Partners' Capital Contributions 4,000,000 100%

Totals: $2,000,000 100%

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BUSINESS INTRODUCTION

Since March of 1997, URBAN CAPITAL management has purchased and sold over

$43,000,000 in homes at deep discounts from their market value. As URBAN CAPITAL

manamgement begins it’s second decade of real estate and investment services, the emphasis of

the firm’s activity is and will focus on the duplication and enhancement of previous success.

That is to provide a consumer with a “ONE STOP SHOPPING” experience from the purchase

and resale of residential properties, while increasing the firm’s net asset value and revenues.

URBAN CAPITAL’s success begins and ends with supply, demand and management. Local,

state and national lenders combined have billions of dollars of defualted mortgages under

management. In most cases, these are non income producing mortgages. Be it small or large,

every lender has defaulted mortgages on their books. The foundation of URBAN CAPITAL’s

success starts with providing lenders IMMEDIATE liquidity on defaulted mortgages. Simply,

lenders lend money. They do not evict, remodel and resell residential properties. Sometimes

lenders need of liquidity overcomes the lack of desire to afford the expense of a REO department

to liquidate defaulted mortgages.

These expenses include the cost of foreclosure, possession, rehabilitation, title litigation and

resale. These expenses can cost up to tens of thousands of dollars and take months stretching into

years before liquidity is realized. Before homes can be resold effectively, they must be brought

up to lender required standards. More specifically, homes valued at $150,000 and under are

typically resold with state and federal mortgage assistance requiring strict lender required repairs

before a consumer can finance the home. Following the cost of rehabilitation these homes must

be marketed to “niche” consumers that usually have credit delinquencies and financial

restrictions.

The vast majority of lenders desire to liquidate these defaulted mortgages while minimizing time

delays and cost. Many lenders, more specifically national lenders without REO departments in

the Dallas-Fort Worth area want liquidity options. Currently, URBAN CAPITAL provides

immediate liquidity to over fifty lenders, eliminating their cost and time of liquidation. Over the

next two to three years, URBAN CAPITAL foresees an abundance of foreclosures on which it

can capitalize. URBAN CAPITAL purchases these homes, often in multiple blocks ranging from

$500,000 to $1,000,000. This liquidity can be created for lenders as quickly as three to five days.

URBAN CAPITAL has specialized for nearly a decade in effectively liquidating defaulted

mortgages while providing affordable homes to the credit worthy and credit impaired consumers.

Supply must be answered with demand. Little to no builders build homes in the Greater Dallas

Area for less than $500,000 to $1,000,000. URBAN CAPITAL’s specializes in the “niche”

market of quality affordable homes with a resale value of less than a $250,000. Builders simply

do not build $75,000, $85,000 or $100,000 homes as they did decades ago. Regardless of

economic conditions reflect there is always a strong need for quality affordable housing.

URBAN CAPITAL’s inventory of $75,000 to $250,000 homes offered to credit worthy and

credit impaired consumers accompanied by local, state and federal financial assistance allows

families to purchase their own home.

URBAN CAPITAL’s expertise includes; credit repair, mortgage services, construction &

rehabilitation and representation to both the buyer and seller of residential properties.

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URBAN CAPITAL’S PROPERTY SOURCES

Since 1997, URBAN CAPITAL management has purchased and sold over $43,000,000 in

homes in the past thirteen years from local, state and national lenders including but not

limited to;

Bank One, Texas* Washington Mutual Department of Veterans Affairs*

Bank United* Bank of New York* First City Bank*

Nations Bank* World Saving & Loan Mid First Bank*

Union Planters Bank* Home Side Lending* Citi Group*

Wells Fargo Bank* Country Wide Home Loan* FTB Mortgage*

Chase Manhattan Bank Bank of America* Green Tree Financial**

Temple Inland** Norwest Mortgage Services** G.E. Capital**

Chase Mortgage Corporation Bank of Oklahoma GMAC**

Bankers Life** Atlantic Mortgage Fleet Mortgage Group**

Ocwen Federal* Prestige Lending Corp Colonial Savings

Compass Bank Berkley Federal Bank & Trust Wilshire Service Corp.

Associates First Capital United MTG Service Texas Western

Federal House Authority Chemical Bank Mercantile Bank

Fannie Mae Aurora Loan Colorado Federal Savings

Citi Financial Mortgage Principal Life First Nation Wide

* URBAN CAPITAL locates negotiates and purchases homes from various techniques, including but not limited to,

Lenders Defaulted Inventories, Sealed Bids, Open Bids, Competitive Offers, Short Sales, REO Departments,

Multiple Listing Service, Law Firms Clients, Real Estate Investors, Advertising (WE PAY CASH FOR HOMES)

and Monthly County Foreclosure Auctions. The majority of URBAN CAPITAL’s past, present and future inventory

has and will be purchased from Barrett Burke Wilson Castle Daffin Frapper LLP*, Attorneys at Law and Balcom

Mann and Steven Attorneys at Law**.

** URBAN CAPITAL, Inc. bids and negotiates with the bank’s REO department directly or their law firms hired

for their REO responsibilities. Consequently, these law firms represent the largest lenders in the nation across the

entire state of Texas, as URBAN CAPITAL expands into other areas of Texas, these above law firms and lenders

can, will and want to utilize URBAN CAPITAL’s services.

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MANAGEMENT

Kenneth Shelton, age 40, Dallas, Texas, has been President, a Director, and a stockholder of the Company since its inception. In

1997 Mr. Shelton founded and has served as President of DFW CAPITAL, INC. which has bought and sold over fifty million

dollars ($50,000,000.00) of single-family Dallas-Fort Worth area homes. These negotiations have been with lenders such as, Bank

One, Compass Bank, Mellon Mortgage, Chase, Wells Fargo, Department of Veterans Affair and many more (See Business

Introduction). Previously, he cofounded and served as vice president and secretary of a registered broker-dealer with the National

Association of Securities Dealers and United States Securities Exchange Commission. Mr. Shelton held a Series 63 (Uniform

Securities Agent), Series 22 (Direct Participation Programs Representative License) and Series 39 (Direct Participation Programs

Principal License). Previously, he founded Ameritech & Associates, a business development and consulting company.

TERMS OF THE OFFERING

The Partnership. The General Partner, on behalf of the Partnership, hereby offers up to forty, (40) Units priced at $100,000 per

Unit for a Subscription Amount of $4,000,000. All Capital Contributions must be made prior to September 31 2015.

Subscription must be for whole Units with a one (1) Unit minimum, unless an agreement to subscribe for less than this minimum

is reached with the General Partner. In no event, however, will Units be sold to more than thirty-five (35) Non-Accredited

Investors and an unlimited number of Accredited Investors as allowed by the jurisdictions in which the Units will be offered and

sold.

Suitability Standards. The General Partner will adhere to the Suitability Standards imposed by Rule 506 of Regulation D.

Accordingly, participation as a Limited Partner will be limited to only those persons who represent that they are willing and able

to assume the risk of a highly speculative investment of limited liquidity. A Subscription will be accepted from a Non-Accredited

Investor only if such person has such knowledge and experience in financial and business matters that he or she is capable of

evaluating the merits and risks of an investment in the Units, and if such person either (1) has an individual net worth (or joint net

worth with that person's spouse) at the time of Subscription of at least $525,000 (exclusive of home, home furnishings and

personal automobiles), or (2) has an individual net worth (or joint net worth with that person's spouse) of at least $500,000

(exclusive of home, home furnishings and personal automobiles) and had during the last tax year, and estimates that he or she will

have during the current year, "taxable income" as defined in the Code, of at least $100,000. Each subscriber must also meet any

additional, more stringent suitability requirements of the securities laws in the jurisdiction in which he or she resides as set forth

in the Subscription Agreement and as otherwise required by the General Partner. The foregoing requirements are only minimum

Suitability Standards, and the satisfaction of those standards by an investor does not necessarily indicate that an investment in the

Units is suitable for such person.

Calculation of Number of Purchasers. Under Regulation D, securities in an offering such as the one described herein can be

sold to an unlimited number of Accredited Investors and to no more than thirty-five (35) Non-Accredited Investors. For that

reason, in no event will Subscriptions be accepted from more than thirty-five (35) purchasers who are Non-Accredited Investors.

For purposes of calculating the number of these Non-Accredited Investors, the following purchasers shall be excluded from this

numerical limitation:

(i) Any relative, spouse, or relative of the spouse of a purchaser who has the same principal residence as the purchaser;

(ii) Any trust or estate in which a purchaser and any of the persons related to him or her as specified in paragraph (i) above or (iii)

below collectively own more than fifty percent (50%) of the beneficial interest (excluding contingent interests);

(iii) Any corporation or other organization of which a purchaser and any of the persons related to him or her as specified in

paragraph (i) or (ii) above collectively are beneficial owners of more than fifty percent (50%) of the equity securities (excluding

directors' qualifying shares) or equity interests; and

(iv) Any Accredited Investor.

A corporation, partnership or other business entity shall be counted as one purchaser. However, if that association was organized

for the specific purpose of acquiring the Units, then each beneficial or equity owner of the equity securities or equity interests in

such entity shall be counted as a separate purchaser.

Deposit and Use of Funds. The Subscription payments received by the Partnership shall be held in an account in the name of the

Partnership, until Subscriptions for the Minimum Subscription Amount have been accepted by the General Partner. If

Subscriptions for the Minimum Subscription Amount (1 Unit) are not received prior to the termination of the Offering Period,

then the General Partner has the option, but not the obligation, to purchase any additional Units, which remain unsold up to the

Minimum Subscription Amount. Once the Minimum Subscription Amount has been raised, sales may be terminated at any point

by the General Partner. Once all Subscriptions are received and accepted, the Offering shall be closed. All of the funds

contributed to the Partnership by the Limited Partners will be combined with the Capital Contribution of the General Partner in a

bank account in the name of the Partnership. After payment of all fees and Costs, the net funds remaining from this Offering will

be expended for the purchase of the residential real estate, the refurbishing and sale of the real estate purchased, and the

Partnership. Revenues from the sale and/or rental of properties owned by the Partnership will be collected by the General Partner

and deposited in a Partnership bank account from which the General Partner will pay all Operating Costs and General and

Administrative Costs incurred by the Partnership.

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SUBSCRIPTION PROCEDURE AND PAYMENT

Payments for Subscriptions for the Units described herein will be payable upon the execution of the Subscription Documents. The

General Partner will require the submission of Subscriptions accompanied by cash or check made payable to "THE SMART

FUND, LTD" in an amount of $100,000 per Unit subscribed. Under Texas law, the Limited Partners' liability will be restricted to

their Capital Contributions to the Limited Partnership. No assessments of the Limited Partner are permitted.

PLAN OF DISTRIBUTION

Units in the Partnership will be offered and sold on a best efforts basis, by the General Partner.

RISK FACTORS

Arbitrary Offering Price The offering price for the Units was arbitrarily fixed by the General Partner based upon the

Partnerships presently contemplated financing needs. The offering price bears no relationship to the possible future earnings of

the Partnership.

Allocation of Profits and Losses. Allocation of Profits or Losses between the General Partner and the Limited Partners might be

successfully challenged by the Internal Revenue Service if they do not have substantial economic effect or were not made in

accordance with the “interests” of the Partners. If such a challenge were upheld, taxable income and loss might be reallocated,

resulting in the Limited Partners being allocated more taxable income or less loss than that allocated to them under this

Agreement. To avoid such a challenge, the Partnership Agreement includes provisions regarding “special allocations” to comply

with the applicable requirements of Treasury Regulations curative tax allocations. Prospective Partners are urged to consult their

own tax advisors regarding this investment in Units.

Conflicts of Interest. The Partnership will be subject to various conflicts of interest arising out of its relationship to the General

Partner and its Affiliates. Such conflicts may include: (a) the lack of arm’s length negotiations in determining compensation; (b)

the General Partner may have a conflict of interest in determining when to allocate cash flow for distribution to the Limited

Partners or to the Partnership’s reserve account]; (c) in acting as the Tax Matters Partner under this Agreement for the purpose of

dealing with the Internal Revenue Service, there can be no assurance that any decisions made by the General Partner will be in the

best interest of any specific Limited Partner given his or her specific tax situation. Certain of such conflicts are affected by (i) the

fiduciary duty that the General Partner owes to the Limited Partners and by (ii) provisions of this Agreement which are intended

to minimize conflicts between the General Partner and the Limited Partners.

Depletion of Partnership’s Capital. The Partnership’s profitability and existence can be reduced by; (a) General and

Administrative Costs such as, office rent, telephones, mailing, support staff, advertisement, etc. (b) Rehabilitation of homes, paint,

carpet, foundation, roof, electrical and plumbing repairs, as well as property taxes and utilities cost and (c) distributions to

Limited Partners.

Federal Tax Considerations in General. No ruling has been obtained from the Internal Revenue Service with the respect to any

of the tax consideration associated with an investment in the Partnership. Many of the tax consequences described herein are

unclear due to the passage in recent years of major tax legislation, which has not been interpreted through the treasury regulations

and court decisions. Availability of the tax benefits, if any, may be challenged by the Service upon audit of any tax return of the

Partnership. Any adjustments to the Partnership as a result of an audit could also result in the adjustment to the income tax returns

to the Limited Partners, and might result in the examination of such returns for items unrelated to the Partnership, or examination

of such returns of prior years.

General Partner not Subject to be exclusively employed by Partnership. The Partnership will not employ its own full time

officers, directors or employees. The General Partner will supervise and control the business affairs of the Partnership. The

Partnership will contract the Genral Partner to manage the Partnership’s investments. The officers, directors, and employees of

the General Partner will devote to the Partnerships affairs only such time as may be reasonable to conduct businesses and not

limited to this business activity only.

Homes Sales Decrease. Home sales can decrease due to several reasons outside the control of the General Partners. Examples

include interest rates, global economic downturn, Acts of God, unemployment, etc.

Investment Portfolio Composition. There can be no assurance as to the ultimate composition of the Partnership’s actual

investment portfolio, as there is no way to anticipate what types of residential real estate will be available on reasonable terms

during the time the Partnership is ready to invest funds.

Lack of Secondary Market for Unit; Restricted Transferability. The Units are units of Limited Partnership Interests. No

market for the Units currently exists. The ability of an owner of Units to sell or otherwise transfer such Units is extremely

limited.

Lack of Diversification of Investments The Partnership may begin operations with capitalization of $100,000. The ability of

the Partnership to diversify its investment could be adversely affected by this amount of funds at its disposal.

Liability of Limited Partners for Certain Distributions. A Limited Partner’s personal liability for obligations for the

Partnership will be limited to the amount of Limited Partners Capital Contributions.

Limitations on the Deductions of Losses. The ability of individuals, trusts, estates, personal service corporations and certain

other closely-held corporations to deduct losses generated by the Partnership is limited to the amount such investor has at risk.

Generally the amount paid for the Units plus profit allocations and distributions. Additionally such investors are subject to

restrictions on the deductibility of losses attributable to certain “passive activities.” The Partnership’s operations will constitute a

“passive activity.” Such investor can only use “passive losses” to offset “passive income” in calculating tax liability.

12 | P a g e

Management of the Partnership; Limited Voting Rights of Limited Partners All decisions with the respect to management of

the Partnership will be made exclusively by the General Partner. The success of the Partnership will depend on the quality of its

management, particularly as it relates to closings and evaluating opportunities in the real estate industry. Limited Partners are not

allowed to act in the management of the Partnership. Potential investors should not purchase Units unless they are willing to

entrust all aspects of the management of the Partnership to the General Partner. Generally speaking, only extraordinary matters,

such as a proposed amendment to the Partnership Agreement are required to be submitted for vote to Limited Partners. This

Agreement provides for determining the requisite percentage of interest necessary for a vote concerning (a) the removal of the

General Partner, or (b) any transaction between the General Partner and the program.

No Assurance Regarding Profitability. No assurance can be made that the Partnership or General Partner will be able to

achieve any level of profitability.

Operating Risk. The Partnership will engage in real estate speculation, which entails certain economic and other risks,

including, but not limited to, the fluctuations in the general business and economic conditions; and the adoption of legislation or

regulations that may effect the cost, manner of operations, and titling of certain assets. The sale of residential real estate is

impacted by general overall economic conditions, including employment levels, job creation, financing climates, and others. The

Partnership plans to be active in the purchase and sale of Dallas-Fort Worth area single-family residential housing, and does not

plan, at present, to enter other geographic markets. The Partenrship will be limited in its ability to spread the geographic risk

inherent in the single-family housing market.

Phantom Income. Reinvesting the proceeds of the Partnership may result in a tax liability that could force Limited Partners to

come out of pocket outside of partnership distributions to cover their tax liability.

Purchase of Inferior Lien Positions. The Partnership will be purchasing some properties from county government foreclosure

auctions. These lien positions can be subject to superior liens, including state, local, school and federal taxes. It is not the

Partnership’s objective to purchase inferior lien positions. This can reduce the profitability of the sale of a home.

Real Estate Speculation is Highly Competitive. Real Estate speculation is highly competitive and the Partnership will be

competing with many established entities possibility having greater financial resources. The General Partner is a negligible factor

in the residential real estate market in the Dallas - Fort Worth area.

Regulation D Compliance This offering is being offered to prospective investors pursuant to the terms and subject to the

conditions of Regulation D promulgated under the Act. Regulatory agencies such as, but not limited to, the Internal Revenue

Service, Securities and Exchange Commission or State Securities Board can change current laws or determine that certain laws

were not in compliance, resulting in receivership, fines and attorney fees. Management cannot determine these agencies ability to

manage general partner activities during receivership. Compliance with these exemptions is highly technical and quite difficult.

Unforeseen Rehabilitation Cost. The Partnership will be subject to the condition of pre-existing homes. These homes purchased

from banks, individual and substitute trustees may not have home warranties and may have unforeseen rehabilitation needs.

Propert Tax Value. The partner ship assest will incur State, local tax liabilies. Resulting in depletion fo the partnership cash

reserves

WAIVER & ASSUMPTION OF RISK TO THE GENERAL PARTNER

The admitted Limited Partner voluntarily makes and grants this waiver and assumption of risk, set forth, to the favor of the

General Partner, URBAN CAPITAL Inc., its president, Kenneth E Shelton and any or all officers, agents and employees as partial

consideration (money invested and paid to the seller, General Partner, URBAN CAPITAL Inc., Kenneth Shelton and any or all

officers, agents and employees) for the opportunity to invest into Partnership Units. The admitted Limited Partner hereby waives

and releases from any claim whether in contract or by loss of Capital Contributions. As the admitted Limited Partner understands

the risk connected with the participation into this Limited Partnership, which has been fully explained to the Limited Partner and

is fully understood. The risk has been nevertheless accepted, assumed and undertaken after inquiry and investigation that has been

completed and is recognized by the Limited Partners signature in the subscription documents. The Limited Partner further agrees

that his or hers judgment has been used to invest into the Limited Partnership. The Limited Partner agrees that all risk, forms of

compensation, reimbursements and the profit sharing agreement have been disclosed. The Limited Partner certifies that he or she

is a competent adult assuming the risk of their own free will, being under no compulsion or duress. This Waiver and Assumption

of Risk is effective and recognized from the date of admission of the Limited Partner, to continue forever and may not be

revoked, altered, amended, rescinded or voided.

CONFLICTS OF INTEREST

The Partnership will be subject to various conflicts of interest with the General Partner, its Affiliates and the investment entities

advised, managed or controlled by them. Certain Provisions of the Partnership Agreement are intended to protect the Limited

Partners. See "Fiduciary Responsibility" for a discussion of the General Partners fiduciary obligations to the Limited Partners,

which in general, require the General Partner to consider the best interest of the Limited Partners in managing the Partnership's

assets and affairs. The General Partner intends to use its best business judgment and discretion and to consider good business

practice and the bona fide performance and expectations of other parties to transactions in resolving any conflicts, which arrive.

Conflicts have been resolved to the extent discussed below and, except as noted in this section the Sponsor has no effective means

of limiting such conflicts. These conflicts include, but are not limited to, the following:

Lack of Separate Legal Representation and Lack of Arm's Length Negotiation of the Partnership Agreement The

Partnership and the General Partner are represented by the same Counsel. The Limited Partners, as a group, have not been

represented by legal counsel and the Partnership's Counsel acted on the behalf of the prospective investors nor conducted a review

or investigation on their behalf. None of the agreements and arrangements between the Partnership and the General Partner have

been negotiated at an arm's-length basis. The attorneys, accountants and other experts who perform services for the Partnership

13 | P a g e

will also perform for the General Partner, certain of its Affiliates and for other Partnerships or ventures which the General Partner

or its Affiliates may sponsor. However, should a dispute arise between the Partnership on the one hand, and the General Partner

on the other, the General Partner will cause the Partnership to retain separate legal counsel to represent the Partnership in

connection with such dispute.

Compensation of the General Partner and Affiliates The compensation by the Partnership to the General Partner have been

determined unilaterally by the General Partner and therefore, is not the result of arm's-length negotiations. However, the amount

of such compensation is believed to be representative of practices in the industry. The General Partner and its Affiliates will

receive substantial compensation upon each real estate closing, or from the Partnership's business activities and investments.

Decisions involving these transactions will be made by the General Partner in its discretion. A conflict of interest may also arise

from the decisions from the General Partner concerning the timing of the Partnership in investments in the real estate industry or

the termination of the Partnership, each of which events will have an effect on the timing and amounts of its compensation. In

such circumstances, the interest of the General Partner in continuing the Partnership and receiving profits and fees, for example,

may conflict with the interest of the Limited Partners in realizing an earlier return of their capital and any investment return

thereon.

Competition with the General Partner The General Partner is engaged directly or indirectly in the activity of acquiring

properties for its own account, as well as for other programs or Partnerships. The General Partner may in the future form or

sponsor, or act as a General Partner of, or as an advisor to, other investment entities which have investment objectives similar to

the Partnership's and which may be in the position to acquire some of the same investments at the same time of the Partnership.

The Partnership Agreement does not prohibit the General Partner or it's Affiliates from competing with the Partnership. The

General Partner will not be obligated by the Partnership Agreement to present particular investment opportunities that come to

their attention of the Partnership, even if such opportunities are of character, which might be suitable for the Partnership.

Determining of Reserves of the Partnership Obligations As a general rule, the General Partner will be solely responsible for

calculating the Partnership Reserve Account (including reserves needed for working capital). The General Partner has sole

discretion to determine the amount of reserves and the allocation of the Partnership Cash Flow to maintain or to increase the

amount of the Partnership Reserve Account.

Competition by the Partnership with Other Entities for Management Services:

The Partnership will rely on the General Partner for the Operation of its business and the management of its portfolio of

properties. The officers and employees of the General Partner will devote only as much of their time to the business of the

Partnership as, in their judgment, is reasonably required. There may also be conflicts of interest in the allocation of time, services

and functions between the Partnership and other entities with which the General Partner may organize or be affiliated. The

General Partner may engage, for its own account or for the accounts of others, in other real estate ventures, and neither the

Partnership nor any Limited Partner shall be entitled to any interest therein. When the Sponsor owes a fiduciary duty to the

Partnership and to another program sponsored by it, the Sponsor may have a conflict in the allocation of fiduciary duties to each

of such entities. The Sponsor will attempt to resolve all such conflicts by allocating services or fiduciary duties to all Programs

needing services or fiduciary duties solely in proportion to their respective needs. The Sponsor will not ignore the fiduciary

obligation owed to any of such Programs.

Partnerships To permit added diversification; the Partnership may invest in Partnerships with other Limited Partnerships

sponsored by the General Partner, any Affiliate or any non-Affiliate. If the Partnership enters into a Partnership, the General

Partner would have a fiduciary duty to the Partnership and to any other Partnerships sponsored by it. In order to minimize the

likelihood of a conflict between these fiduciary duties, the Partnership Agreement requires that such joint investment must

comply with the investment criteria and investment objectives of the Partnership.

General Partner to Act as Tax Matter Partner The General Partner has been designated as the Tax Matters Partner under the

Partnership Agreement for purposes of dealing with the Internal Revenue Service on any audit or other administrative proceeding

before the service and/or any legal proceeding. As Tax Matters Partner, the General Partner is empowered, among other acts, to

enter into negotiations with the Service, to settle tax disputes and to thereby bind the Partnership and the Limited Partners by such

settlement. While the General Partner will seek to take into consideration the interest of the Limited Partners generally in agreeing

to any settlement of any disputed items of Partnership income and expense, there is no assurance that such settlement will be in

the best interest of any specific Limited Partner given his or her specific tax situation.

FIDUCIARY RESPONSIBILITY

The General Partner is accountable to the Partnership as a fiduciary pursuant to the terms of the Partnership Agreement. In

accordance there with, the General Partner must at all times act with integrity and good faith and exercise due diligence in the

conduct of the business of the Partnership and in resolving conflict of interest, subject to certain limitations set forth in the

Partnership Agreement.

Conflicts General Partners are held to a duty of the highest good faith in conducting Partnership affairs. This has been interpreted

to mean that a General Partner cannot engage in a business which would create an interest for the General Partner that is

adversely that of Partnership. Because the General Partner and certain Partnerships, which it has sponsored, or in the future may

sponsor, will acquire and enter into financing arrangements, the General Partner may be deemed to have a position adverse to the

Partnership.

Modification The Partnership Agreement includes certain provisions which are intended to facilitate resolution of conflicts of

interest which may arise between the Partnership and other Programs sponsored by the General Partner or any Affiliates of the

14 | P a g e

General Partner with respect to particular investment opportunities that become available. In particular, the Partnership

Agreement provides that, if, after considering appropriate factors, the General Partner determines that any investment opportunity

would be equally suitable for the Partnership and various other Affiliated Entities, the General Partner shall make such an

investment opportunity available on a rotation basis, provided that until all Capital Contributions have been invested or

committed to investment in Investments and Reserves used to pay permitted front-end Fees or returned to the Limited Partnership

as provided in the Partnership Agreement, all such investment opportunities shall be presented to the Partnership first.

Furthermore, if two or more entities sponsored by the General Partner or any of its Affiliates are in a position to provide the same

financing, the General Partner will generally afford priority to the entity that has had funds available to invest for the longest

period of time.

Detriment and Benefit Without modifying the general common law of fiduciary duties, the General Partner could not serve as

the General Partner for the Partnership and any other investor program at the same time. The modification made by the

Partnership Agreement may operate as a detriment to the Limited Partners because there may be business opportunities that will

not be made available to the Partnership. The foregoing modifications permit the General Partner to act as the General Partner of

more than one similar investment program and for the Partnership to benefit from its experience resulting there from, but relieves

the General Partner and/or its Affiliates of the strict fiduciary duty of a General Partner acting as such for only one investment

program at a time, and permits and the Partnership to use Partnerships to acquire larger and more diverse assets.

Indemnification of the General Partner The Partnership Agreement proves that the General Partner shall have limited liability

to the Partnership and the Limited Partners, and proves for the indemnification of the General Partner and its Affiliates by the

Partnership, for assets of the Partnership (and not by the Limited Partners), for any liabilities, loss, cost and expense of litigation

that arises out of certain acts or omissions by the General Partner and its Affiliates, provided that the General Partner of the

Affiliate determined in good faith that such action or in action was in the best interests of the Partnership and such course of

conduct did not constitute negligence or misconduct by the General Partner or such Affiliate. Notwithstanding the foregoing, the

General Partner and each Affiliate shall be liable, responsible and accountable, and the Partnership shall not be liable to any such

party, for any portion of any such liability, loss, cost or expense which resulted from such party's own fraud, negligence,

misconduct or, if applicable, breach of fiduciary duty to the Partnership or any Partner, as determined by a court of competent

jurisdiction. As a result, purchasers of Units may have a more limited right of action in certain circumstances than they would in

the absence of such provisions in the Partnership Agreement, which provisions could be asserted by the General Partner as a

defense to suits by a Limited Partner for alleged breach by the General Partner of its fiduciary duty in conducting the affairs of the

Partnership.

Investor Remedies A Limited Partner may institute legal action (i) on the behalf of himself and all similar situated Limited

Partners to recover damages for a breach by the General Partner of its fiduciary duty or (ii) on the behalf of the Partnership to

recover damages from the General Partner or from third parties where the General Partner has failed or refused to enforce an

obligation. In addition, investors may have the right to subject to procedural and jurisdictional requirements, to bring Partnership

class actions in federal courts to enforce their rights under the federal and securities laws; and (ii) investors who have the suffered

losses in connection with the purchase or sale of their units may be able to recover such losses from the entity which is

determined to have violated the anti-fraud provisions of federal or securities laws. This is a rapidly developing and changing area

of law and this summary, which describes in general terms the remedies available to Limited Partners for breaches of fiduciary

duty by the General Partner, is based on statutes and judicial and administrative decisions as of the date of this memorandum.

Limited Partners who have questions concerning the duties of the General Partner or who believe that a breach of fiduciary duty

by the General Partner has occurred should consult their own counsel. To the extent that the indemnification provisions purport to

include indemnification for liabilities arising under the securities act in, the opinion of the U.S. Securities & Exchange

Commission, such indemnification is contrary to the public policy and therefore unenforceable.

INVESTMENT OBJECTIVES AND POLICIES

Investment Objectives. The Partnership intends to acquire equity in single family residential real estate properties located in the

Dallas-Fort Worth Area. The General Partner will:

(a) Purchase discounted residential real estate (single-family houses) in the Dallas Fort Worth area.

(b) Refurbish the purchased real estate, if needed.

(c) Sell the residential real estate through local licensed real estate brokers and agents.

(d) Reinvest proceeds for a period of three years from the closing of the offering period.

Available options upon completion of a three year term:

(a) Liquidate all properties and distribute funds.

(b) Declare a partial distribution and extend the term for an additional three years.

(c) Continue to reinvest all profits and extend term for an additional three years.

Investment Discretion of the General Partner As of the date of this memorandum, the Partnership does not have any

investments, or options or contractual commitments to acquire any specific real estate properties or investments. In light of the

fact that no proposed Investments have been made by or for the Partnership, the General Partner or Affiliate of the General

Partner as of the date of the memorandum, and because there can be no way of anticipating what types of investments will be

available on reasonable terms at the times the Partnership is ready to invest its funds, there can be no assurance as to the ultimate

composition of the Partnership's actual investment portfolio. The General Partner may vary, the Partnership's investment portfolio

to adjust to prevailing market, statutory and economic conditions to achieve the Partnership's investment yield, cash distributions

15 | P a g e

and other objectives. The success of the Partnership will depend on the quality of the real estate properties, the timing of such

transactions and the terms negotiated by the General Partner with respect thereto.

Reinvestment of Undistributed Cash The Partnership plans on investing substantially all undistributed cash from operations. To

the extent the Partnership reinvest Cash From Operations, the Partnership intends to make sufficient cash distributions to the

Limited Partners during the Partnerships' term to enable them to continue to profit from continuous operations.

REPORTS TO INVESTORS

As soon as reasonably practicable after the end of each fiscal year, each Partner shall be furnished a copy of a statement showing

the amounts allocated to or against such Partner pursuant to the Partnership Agreement during or in respect of such year. The

statement will also show all items of income, expense or credit allocated to such Partnership for federal income tax purposes. The

statement will be prepared in accordance with the accounting method adopted by the Partnership and will be reflected in the

Partnership tax return. The fiscal year of the Partnership shall begin on the first day of January and end on the thirty-first day of

December of each year.

PARTNERSHIP’S OPERATION & CAPITAL COST

The Partnership will be engaged in building a portfolio of real estate. Costs being paid by the Partnership during the three year

term will include, but not limited to; (a) general office (Rent, phone, mailing, secretary, office supplies, etc.); (b) advertisement

(newspapers, flyers, etc.); (c) sales concessions (Realtors listing & selling commissions, profit sharing agreement of fifty percent

of net profits to General Partner per property (gross profits to the partnership); (d) rehab (paint, carpet, foundation, electrical,

plumbing, roof, landscaping); (e) legal (court fees, bonds, attorney fees, settlements cost, title policies, general closing cost); (f)

accounting (monthly & quarterly compilations, annual reports to the Internal Revenue Service, Form K-1 preparations etc.), (g)

syndication Costs of seven percent (7%) of Capital Contributions to the General Partner and General and Administrative Costs of

seven percent (7%) of Capital contributions to the General Partner. These Costs will be shared by the original capital

contributions from the Limited Partners, as well as the revenues of the partnership.

SUPPLEMENTAL SALES LITERATURE

Neither the General Partner nor the Partnership has prepared or authorized for distribution to potential investors in connection

with this offering any supplemental sales literature. The offering of Units is made solely by this Memorandum.

SUMMARY OF THE PARTNERSHIP AGREEMENT

The rights and obligations of the Partners will be governed by the Partnership Agreement ("Partnership Agreement") in the form

attached to this Memorandum. Each prospective investor, together with their personal advisers, should carefully study the

Partnership Agreement in its entirety before submitting a Subscription. The following statements concerning the Partnership

Agreement are merely an outline, do not purport to be complete, and in no way amend or modify the Partnership Agreement.

Responsibility of General Partner The General Partner shall have the exclusive management and control of all aspects of the

business of the Partnership. No Limited Partner shall have any voice in the day-to-day business operations of the Partnership. The

General Partner is authorized to delegate and subcontract its duties under the Partnership Agreement to others, including entities

related to it.

Liabilities of General Partner The General Partner will not be protected by limited liability for Partnership activities. Under the

Act, the General Partner will be liable for all obligations and liabilities to creditors and claimants, whether arising out of contract

or tort, in the conduct of Partnership operations. The Partners, by execution of the Partnership Agreement, grant to the General

Partner the exclusive authority to manage the Partnership business in its sole discretion and to thereby bind the Partnership and all

Partners in its conduct of the Partnership business. The Partners will not be authorized to participate in the management of the

Partnership business; and the Partnership Agreement prohibits the Partners from acting in a manner harmful to the assets or the

business of the Partnership or to do any other act which would make it impossible to carry on the ordinary business of the

Partnership. If a Limited Partner acts in contravention of the terms of the Partnership Agreement, losses caused by such Limited

Partner's actions will be borne by such Limited Partner alone and such Limited Partner may be liable to other Partners for all

damages resulting from such Limited Partnership's breach of the Partnership Agreement.

Liability of Limited Partners The Limited Partners will be governed by the Act under which a Limited Partner's liability for the

obligations of the Partnership will be limited to the Limited Partners' Capital Contributions, the Limited Partners' shares of

Partnership assets and for the return of any part of Partnership Capital Contributions, but only to the extent necessary to discharge

the Partnership's liabilities to creditors who extended credit to the Partnership prior to such return. A Limited Partner will not

otherwise be liable for the obligations of the Partnership unless, in addition to the exercise of the Limited Partners rights and

powers as a Limited Partner, such person takes part in the control of the business of the Partnership.

Allocations and Distributions Profits and losses are to be allocated and cash is to be distributed in the manner described in the

section entitled "Participation in Costs and Revenues."

Liquidating Distributions Liquidating distributions (after the payment of all Partnership debts and liabilities) will be made to the

Partners in accordance with their respective Capital Accounts.

Voting Rights Partners will be entitled to vote with respect to certain Partnership matters. Each Unit is entitled to five votes on all

matters; each fractional Unit is entitled to that fraction of five votes equal to the fractional Unit in the Unit. Except as otherwise

provided in the Partnership Agreement, at any meeting of Partners, a vote of a majority of Units represented at such meeting, in

person or by proxy, with respect to matters considered at the meeting at which a quorum is present will be required for approval

of any such matters. A vote of a majority of the then outstanding Units equaling over 50% entitled to vote will be required to

approve any of the following matters:

16 | P a g e

(a) The approval or disapproval of the Sale of all, or substantially all, of the assets of the Partnership;

(b) Dissolution of the Partnership;

(c) An amendment to the Partnership Agreement; or

(d) The appointment of a liquidator in the event the Partnership is to be dissolved and there is no General Partner.

Retirement of the General Partner In the event that the General Partner desires to withdraw from the Partnership for whatever

reason, it may do so by giving ninety - (90) day written notice to the Partners.

Term and Dissolution The Partnership will continue for a maximum period ending September 31, 2022, unless earlier dissolved

upon the occurrence of any of the following:

(a) the written consent of the General Partner and the Partners owning a majority of the then outstanding Units;

(b) the retirement, bankruptcy, adjudication of insanity or incapacity, withdrawal, removal, or death (or, in the case of a

corporate General Partner, the retirement, withdrawal, removal, dissolution, liquidation, or bankruptcy) of a General Partner,

unless a successor General Partner is selected by Partners owning a majority of the then outstanding Units within 90 days after

such event;

(c) the sale, forfeiture, or abandonment of all, or substantially all, of the Partnership's property and the Sale and/or

collection of any evidences of indebtedness received in connection therewith; or

(d) the death, insanity, incapacity, dissolution or bankruptcy of a General Partner if there is no other General Partner.

Indemnification If obligations incurred by the Partnership are the result of the negligence or misconduct of a Partner, or the

contravention of the terms of the Partnership Agreement by the Partner, then such Limited Partner will be liable to all other

Partners for damages and obligations resulting there from. The General Partner will be entitled to reimbursement and

indemnification for all expenditures made (including amounts paid in settlement of claims) or losses or judgments suffered by it

in the ordinary and proper course of the Partnership's business, provided that the General Partner has determined in good faith that

the course of conduct which caused the loss or liability was in the reasonable best interest of the Partnership, that the General

Partner was acting on behalf of or performing services for the Partnership, and that the same were not the result of the gross

negligence or willful misconduct on the part of the General Partner. The General Partner will have no liability to the Partnership

or to any Limited Partnership for any loss suffered by the Partnership which arises out of any action or inaction of the General

Partner if the General Partner, in good faith, determined that such course of conduct was in the reasonable best interest of the

Partnership and such course of conduct did not constitute gross negligence or willful misconduct of the General Partner. The

General Partner will be indemnified by the Partnership to the Limit of the insurance proceeds and tangible net assets of the

Partnership against any losses, judgments, liabilities, Costs and amounts paid in settlement of any claims sustained by it in

connection with the Partnership, provided that the same were not the result of gross negligence or willful misconduct on the part

of the General Partner.

Power of Attorney Each Partner will grant to the General Partner a power of attorney to execute certain documents deemed by

the General Partner to be necessary or convenient to the Partnership's business or required in connection with the qualification and

continuance of the Partnership.

TRANSFERABILITY OF INTERESTS

The sale of Units by Partners is limited; no market for the Units will develop. Purchasers of Units from Partners must satisfy the

suitability requirements of this offering and as imposed by law.

No market for the units will develop. An investment in the Partnership should be considered an illiquid investment. Investors

may not be able to sell their Units. While Units of the Partnership are transferable, assign ability of the Units is limited, requiring,

among other things, the consent of the General Partner. Transfers of fractional Units are prohibited, unless the Partner owns less

than a whole Unit, in which case the Partner's entire fractional Unit must be transferred. Units may be assigned only to a person

otherwise qualified to become a Partner, including the satisfaction of any relevant suitability requirements, as imposed by law or

the Partnership.

AGREEMENT TO MEDIATION

It is a policy in the state of Texas to encourage resolution or disputes through alternative dispute procedures such as mediation.

Any dispute between the General Partner & all affiliates and the Limited Partner related to this memorandum, limited partnership

and any or all business dealings with each other which is not resolved with informal discussion will be submitted to a mutually

acceptable mediation service or provider in Dallas County. Each party will bear the mediation cost equally.

OTHER MATTERS

This Memorandum does not propose to restate all of the relevant provisions of the documents referred to or relevant to the matters

discussed herein. All of these documents must be read for a thorough understanding of the terms of all matters relevant to the

purchase of Units. Each prospective investor is invited to ask questions and receive answers from, authorized representatives of

the General Partner Attention is directed to the Partnership Agreement and other Exhibits to this Memorandum for a full

description of matters which may be described summarily in this Memorandum or which may not be included in the text of this

Memorandum.

DEFINITIONS

The following are the definitions of certain terms used in this Memorandum.

Accredited Investor: Accredited Investor shall mean any investor who meets at least one of the following conditions: (1) Any

natural person whose individual net worth (or joint net worth with that person's spouse, if applicable) at the time of purchase

exceeds $ 1,000,000; (2) Any natural person who had an individual income in excess of $200,000 (or $300,000 with spouse) in

each of the two most recent years and who reasonably expects an income in excess of 200,000 ( or $300,000 with spouse) in the

current year; or(3) Any other "Accredited Investor" as that term is defined in Regulation D as adopted by the SEC.

17 | P a g e

Act. The Securities Act of 1933, as amended.

Affiliate. An "Affiliate" is (i) any person directly or indirectly controlling, controlled by, or under common control with, another

person, (ii) any person owning or controlling ten percent (10%) or more of the outstanding voting securities of another person, (ii)

any officer, director, partner of a person, and (iv) if such person is an officer, director or partner, any company for which such

person acts in any such capacity. "Person" means any individual, corporation, partnership, trust, estate or other entity.

Capital Contribution. The total cash contribution, which a Limited Partner makes to the Partnership. The Capital Contribution by

a Limited Partner shall be $100,000 per Unit purchased, or such sum as is proportionally reduced for purchases of fractional

Units. The Subscription Price for each Unit is payable upon Subscription.

Capital Costs. Capital Costs shall mean all of the costs incurred by the Partnership in purchasing, repairing, managing, accounting

of and selling residential real estate.

Cash Flow. The amount of net revenue available for distribution to the Limited Partners altered by the establishment of such

reserves as the General Partner deems reasonably necessary for the Partnership. Capital Contributions to the Partnership and the

amounts to be distributed upon the termination and winding-up of the Partnership shall not be taken into account in determining

the Cash Flow.

Code. The Internal Revenue Code of 1986, as amended.

General and Administrative Costs. In respect to any period, all reasonable and customary legal, accounting, real estate, travel,

rent, telephone and similar costs necessary or appropriate to the conduct of the business of the Partnership.

General Partner. The General Partner of the Partnership is URBAN CAPITAL, Inc., Dallas, Texas.

Limited Partner. The persons, firms, corporations and other entities that are admitted into THE SMART FUND, LTD. as Limited

Partners. Reference to a "Limited Partnership" shall mean any one of the Partners, and the General Partner, if the context so

requires. A Limited Partnership shall be deemed to be the owner of any assigned Unit in the Partnership unless and until the

assignee of such Unit or Units in the Partnership has been admitted to the Partnership as a Substitute Limited Partner in

accordance with the terms of the Partnership Agreement.

Legal, Accounting and Printing Costs. The costs associated with the preparation of the Memorandum including legal fees,

accounting fees, printing costs, and any costs associated with the offer of the Units.

Operation and Capital Cost. Twelve and one half percent of the Gross Contributions and thirty five percent of gross profits of the

properties paid to the General Partner for syndication and it’s service in connection with the selection of partnership properties

and the initial operations of the Partnership.

Maximum Subscription Amount. The total Capital Contributions to be made by the Partners to the Partnership in the amount of

$2,000,000 providing Subscriptions for all twenty (20) Units are accepted by the General Partner prior to the expiration of the

Offering Period.

Minimum Subscription Amount. The total Capital Contributions to be made by the Partners to the Partnership in the amount of

$100,000 providing Subscriptions for one (1) unit is accepted by the General Partner prior to the expiration of the Offering

Period.

Memorandum. The Private Placement Memorandum of the Partnership, dated September 31, 2015, pursuant to which the Units

are offered for sale.

Net Revenues. In respect to any period, the portion of Proceeds in excess of the Operating Costs and the General and

Administrative Costs incurred by the Partnership during such period.

Offering Period. That period commencing on the date of this Memorandum and ending on the earlier to occur of the date on

which the General Partner has accepted Subscriptions for all twenty (20), Units or JANUARY 1, 2007, unless extended by the

General Partner.

Operating Costs. In respect to any period, all cash costs and Costs of the Partnership in any period, including, without limitation,

all costs incurred in connection with the operation and maintenance of the Partnership and the Venture.

Original Limited Partner. Kenneth Shelton.

Partnership. THE SMART FUND, LTD

Partnership Agreement. The Amended Limited Partnership Agreement in the form annexed to the Memorandum pursuant to

which the Partnership will be continued after the admission of the Limited Partners into the Partnership.

Partnership Properties. All Units, properties and rights of any type owned by the Partnership.

Proceeds. In respect to any period, the aggregate gross cash receipts received by the Partnership from all sources during such

period.

Regulation D. Rules 501 through 506 of the SEC as adopted pursuant to Section 4(2) of the Act.

SEC. The U.S. Securities and Exchange Commission.

Service. The Internal Revenue Service (or "IRS").

Subscription. The execution and delivery to the General Partner of a properly executed set of Subscription Documents by a

potential Limited Partner and the tender by such investor of the required cash payment for the Unit or Units which he wishes to

purchase.

Substitute Partner. The assignee of the Unit or Units of a Limited Partner when both the assignor and assignee of such Unit or

Units have satisfied all of the requirements of the Partnership Agreement.

Syndication Costs. All costs, including sales commissions and other Costs to be incurred by the Partnership in the syndication,

distribution and offer of the Units pursuant to the Memorandum.

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THE SMART FUND, LTD. AGREEMENT OF LIMITED PARTNERS

A Texas Limited Partnership This Limited Partnership Agreement is made as of the 31st of September 2015, by and between URBAN CAPITAL,

INC., and those parties whom are accepted as the Limited Partners.

I.

Formation and Business

of Limited Partnership

1.1 Partnership Formation. The parties hereby enter into a Limited Partnership, formed under the Limited

Partnership Act of the State of Texas, as enacted and in effect on or after September 31, 2015. The rights and

liabilities of the Partners shall be provided in accordance to this agreement. Upon request of the General Partner, the

parties hereto shall execute, promptly, all certificates and other documents which are needed to enable the General

Partner to accomplish all filing, recording, publishing and other acts appropriate to comply with all requirements for

the operation of the Partnership under the laws of the State of Texas.

1.2 Partnership's Purpose. The primary purpose of the Partnership is to purchase, refurbish, sell and/or lease

Dallas-Fort Worth area real estate, while enabling the General Partner to accomplish all filing, recording, publishing

and other acts appropriate to comply with all requirements for the operation of the Partnership under the laws of the

State of Texas.

1.3 Certificate of Limited Partnership. The General Partner shall cause a Certificate of Limited Partnership to

be filed in the Office of the Texas Secretary of State.

1.4 Nature of the Partnership's Interest. The Interest of the Partners in the Partnership shall be personal for all

purposes. All property owned by the Partnership, whether real or personal, tangible or intangible, shall be deemed

to be owned by the Partnership as an entity, and no Partner as an individual shall have an ownership interest in the

property, or be entitled to ownership interest individually for any reason present or future. There are a total of eighty

(80) Units equal to 100% of the Partnership interest. Forty (40) Units are issued to the General Partner, and/or

assigns in accordance of section 5 of this Agreement, and an additional forty (40) Units are available to be issued to

any Limited Partner admitted in accordance with section 5 and 9 of this Agreement.

1.5 Title of Property. Title to the property, and any other assets acquired by the Partnership, and any other

property acquired to effect the purpose of the Partnership, shall be held in the name of the Partnership, unless

deemed differently by the General Partner. The General Partner may choose on its sole discretion to title a property

or asset to a Trust, Corporation or separate Partnership to minimize the Partnerships general liabilities or to secure a

property, asset or interest in a property or asset deemed suitable for the Partnership. The General Partner shall

execute, file, and record such documents as may be necessary to reflect the Partnership's interest in the property in

such public areas as may be require. Accordingly, each Partner hereby irrevocably waives any and all rights that

they may have to maintain any action for partition of any of the Partnership property.

II.

Names and Addresses of Partners

2.1 Partnership. The business shall be conducted under the name of THE SMART FUND, LTD., a Texas

Limited Partnership, at the following mailing address: 13601 Preston Road Suite 548 West, Dallas Texas 75240, or

such other name or such other address.

2.2 General Partner. The name and address of the General Partner is as follows:

URBAN CAPITAL, Inc.

13601 Preston Road Suite 548 West

Dallas, Texas 75240

2.3 Limited Partners. To limit risk, liabilities and maintain anonymity for each Limited Partner, and for the

protection of each Limited Partner and the Partnership, each Limited Partner shall not be disclosed unless deemed

suitable to do so solely by the General Partner.

III.

Definitions

3.1 "Affiliate" means (i) any person directly or indirectly controlling, controlled by, or under common control

with another person; (ii) any person owning or controlling ten percent (10%) or more of outstanding voting

securities of such other person; (iii) any officer, director, General Partner, trustee, or holder of ten percent (10%) or

more of the voting interest of any of the foregoing.

3.2 "Agreement"" shall mean this Agreement of Limited Partners, as amended from time to time.

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3.3 "Assignee" shall mean a person who has acquired an interest in one or more Units from a third party, but

who is not a substituted Limited Partner.

3.4 "Capital Contributions" shall mean the capital contributed to the Partnership by all Partners, both general

and limited.

3.5 "Closing Date" shall mean the date the General Partner will no longer accept any further subscriptions.

3.6 "Code" shall mean the Internal Revenue Code of 1986, as amended.

3.7 "General Partner" shall refer to URBAN CAPITAL, Inc., a Texas corporation.

3.8 "Limited Partners" shall refer to the persons who have been admitted to the Partnership as Limited Partners

in accordance with the provisions of this Agreement.

3.9 "Majority Vote" shall mean the vote of the Partners provided for in paragraph 9.3.3.

3.10 "Net Proceeds" shall mean the total of the gross proceeds less the expenses.

3.11 "Operating Expenses" shall mean all expenses of operating the Partnership.

3.12 "Organizational Expense" shall mean all expenses incurred by the General Partner, or the Partnership in the

organization of the Partnership, and the qualifying and organization of Units which shall include all expenses

incurred prior, present or future to the commencement of the Partnership's offering of the Units, as well as those

subsequently incurred in complying with the continuing conditions of qualifying the Partnership including, but not

limited to, cost of organizing, reviewing, printing, amending, supplementing and distributing the Private Placement

Memorandum, and any other material; and the legal and accounting cost incurred in connection therewith.

3.13 “Partners" shall refer collectively to the General Partner and the Limited Partners, and reference to a

"Partner" shall be to anyone of the Partners.

3.14 "Partnership" shall refer to THE SMART FUND, LTD., a Texas Limited Partnership, created under this

Agreement.

3.15 "Partnership Property" means all real and personal property acquired by the Partnership including both

tangible and intangible property.

3.16 "Substitute Limited Partner" shall refer to the recipient of transfer of Units and all the rights of a Limited

Partner inherent in the ownership of his or her Units.

3.17 "Units" shall refer to an interest in the Partnership.

IV.

Term

4.1 Term. This Partnership shall begin the day the certificate of Limited Partnership is duly filed and shall

continue until terminated in accordance with this Agreement.

V.

Capital Contributions

5.1 General Partner. The General Partner shall make a cash contribution of $2,000 to the Partnership for its

Partnership interest or Units.

5.2 Offering. The Partnership intends to make an offering of Units of Limited Partnership Interests ("Units"),

so that the capital of the Partnership contributed by the Limited Partners shall consist of twenty (20) Units

($2,000,000), the General Partner at its sole discretion may expand offered Units from twenty (20) Units

($2,000,000) to (40) Units ($4,000,000). Each Unit shall be paid for by a cash contribution of $100,000. Each such

person shall become a Limited Partner in the Partnership when (i) such person has signed, personally, or by

attorney-in-fact, a copy of the Subscription Agreement (ii) and the General Partner has accepted such subscriptions;

5.3 Limited Partner. Limited Partners shall contribute capital to the Partnership in the amount of $100,000 by

cash, check or money order for each Unit purchased, with a minimum purchase of one (1) Unit. The General

Partner shall have the right in its sole discretion to waive the minimum purchase requirement. Limited Partners

shall be admitted to the Partnership pursuant to paragraph 9.1 of this Agreement.

5.4 Indemnity. Each Limited Partner agrees to indemnify, defend and hold harmless the Partnership, the other

Partners, General Partner and its affiliates from any and all liability expense or damage arising from his failure to

contribute when due any capital contribution he or she is required or elects to make pursuant to this paragraph.

5.5 Subscription Agreement. Each person who acquires Units shall execute and deliver to the General Partner

or its representative a Subscription Agreement attached to the Private Placement Memorandum, wherein he or she

agrees to purchase the number of Units indicated therein and to pay for the same in the manner indicated above. The

Subscription Agreement contains the written acceptance and adoption by such person of the provisions of this

Agreement, and includes the execution and delivery to the General Partner of a Special Power of Attorney, the form,

style and content of which are more fully described therein. The acceptance or rejection of the Subscription

Agreement submitted by any person shall be within the absolute discretion of the General Partner.

5.6 Liability for Capital Contribution. Each Limited Partner is liable to the Partnership for payment of his/her

entire agreed upon capital contribution.

5.9 Withdraw or Return of Capital. No Partner shall have the right to demand the withdraw, reduction or return

of his or her capital contribution, nor shall any Partner have the right to demand and receive property in return for

his or her capital contribution. Notwithstanding the foregoing, no part of the capital contribution of any Partner shall

be withdrawn unless all liabilities of the Partnership have been paid or unless the Partnership has assets sufficient to

pay the same as they become due. A Limited Partner shall look only to the assets of the Partnership, and if the

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Partnership property remaining after the payment or discharge of the debts and liabilities of the Partnership is

insufficient to return such capital contributions, he or she shall have no recourse against the General Partner, any of

its affiliates or any other Limited Partner for such return.

5.10 Interest. No Partner shall receive any interest on his/her capital contributions to the Partnership.

5.11 Reserve Account. The General Partner may establish and maintain a reserve account into which may be

deposited funds derived from the Partnership. The purpose of this account is to provide funding of any and all

Partnership needs.

5.12 Operation of the Partnership. The Partnership shall acquire, refurbish, manage, sell and lease property on

the terms and conditions deemed suitable by the General Partner in its sole judgment.

VI.

Allocation of Profits, Loss and Distributions

6.1 Payment of Obligations. The General Partner shall pay to creditors, including but not limited to legal,

accounting, bookkeeping, city, county, independent school district and all other ad valorem property taxes, state

franchise, federal taxes, closing cost, escrow fees, title insurance, real estate commissions, management fees, home

warranties, seller contributions, outstanding office expense, lease payments, consulting fees, marketing, advertising,

remodeling, contractors, expense to maintain properties, lawn service, property utilities, such as water, gas and

electricity, employees payroll, state and federal payroll tax, bank fees, and all Partnership obligations which are due

at the time of service during and/or prior to the end of each year, and shall create cash reserves to the extent the

General Partner believes such obligations cannot be paid from future projected Partnership receipts.

6.2 Profit and Losses. At the sole discretion of the General Partner the Partnership’s profit and losses for any

fiscal year shall be allocated in the following order and priority:

(a) All Partnership profit and losses shall be allocated fifty percent 50% to the General Partner and pro rata (in

accordance to their respective Partnership Units) fifty percent 50% to the Limited Partners,

6.3 Distributions. No distributions will be made from the General Partner or any of its affiliates. They shall be

made only from the revenue or assets from the Partnership.

6.4 The General Partner shall decide, in its sole discretion, what amounts of funds may prudently be paid to the

Partners. Upon the sale of all or substantially all of the Partnership assets, or when the Partnership is terminated and

completed, the Partnership proceeds shall be applied and distributed in the following order:

(a) First, to pay all outstanding management fees to the General Partner,

(b) Second, to the payment and discharge of all of the Partnership expenses of liquidation and any debts and

liabilities to persons or entities other than Limited Partners,

(c) Third, to the payment and discharge of any loans and advances made by partners to the Partnership,

(d) Fourth, payment of the net proceeds from the sale of any assets fifty percent 50% to the General Partner

and pro rata (in accordance to their respective Partnership Units) fifty percent 50% to the Limited Partners.

(e) The balance, if any, shall be distributed to the General Partner.

(f) The General Partner may create a reserve to provide for contingent or unforeseen liabilities. When the

reason for the creation of the reserves has passed, the balance of the reserve shall be distributed in the priority

described.

(h) If for any reason the General Partner deems it to be in the best interest of the Partners to delay for a

reasonable period of time the distribution of any sums otherwise distributable hereunder, it may do so.

6.5 Limitations on Distributions. Distributions may also be restricted or suspended for limited periods in

circumstances when the General Partner determines, in its absolute discretion, that such actions are in the best

interest of the Partnership. All distributions will be subject to the payment of the Partnership expenses and to the

maintaining of reasonable reserves.

6.6 Loans by Partners. Should any Partner make a loan to the Partnership, such Partner should be entitled to

receive interest on any loans so made, but in no event in excess of the maximum legal rate then allowed under the

usury law of the State of Texas. Units are not considered loans.

6.7 Consent by Partners. The methods herein above set forth by which income, gains, losses, deductions,

credits and distributions are allocated and apportioned are hereby expressly consented to by each Partner as a

specific condition to becoming a Partner.

6.8 Accounting. Each item of income, gain, loss, deduction or credit of the Partnership shall be determined in

accordance with the tax basis of accounting consistently applied under the Internal Revenue Code of 1986, as

amended.

VII.

Partnership Expenses

7.1 Advances by the General Partner Contribution. The General Partner may advance any monies to the

Partnership required for the business of the Partnership, but is under no obligation to do so. Such loans shall bear

interest as provided in Section 6.6. Such advances shall be deemed a loan by the General Partner to the Partnership

and shall not be deemed a Capital Contribution.

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7.2 Reimbursement of the General Partner. The Partnership shall reimburse the General Partner for any

operating expenses of the Partnership which were advanced or incurred for by the General Partner on behalf of the

Partnership which are necessary to the prudent operation of the Partnership.

7.3 Expenses. The Partnership will be engaged in building a portfolio of real estate. Costs being paid by the

Partnership will include, but are not limited to; (a) general office (rent, internet, phone, mailing, secretarial, office

supplies, etc.), (b) advertisement (newspapers, flyers, online postings etc.), (c) sales concessions, realtors listing &

selling commissions, (d) management fees (including but not limited to the fifty percent of net profits to General

Partner per property in accordance to Section 8.2 of this Agreement), (e) restoration & materials (paint, carpet,

foundation, electrical, plumbing, roof, landscaping, utility bills), (f) legal (eviction proceedings, court fees,

possession bonds, attorney fees, settlements cost, title policies, title searches, title disputes, lawsuits with tenants,

former mortgagees, the general public, Limited Partners disputes and general closing cost), (g) accounting (monthly

& quarterly compilations, annual reports to the Internal Revenue Service, Form K-1 preparations, state franchise

taxes reports, payroll reports, 941 filings, etc.), (h) syndication costs, (i) general administrative and consulting fees,

(j) organization and offering expenses. All of these costs are indeterminate and will be shared by the original capital

contributions from the Partners, as well as the revenues of the Partnership.

7.4 Additional Operating Expenses. Partnership operating expenses may also include, but are not limited to,

legal, accounting and printing cost or fees, expenses of revising, amending, converting, modifying or terminating the

Partnership; expenses connected with communications to the Partners or other interest in the Partnership, and

bookkeeping and clerical work necessary in maintaining relations with such persons, including cost of printing and

mailing notices and reports to such persons, the preparation of proxy statements and the solicitation of proxy

statements and the costs in connection therewith; costs incurred in connection with any litigation in which the

Partnership or the General Partner is involved as well as any examination, investigation or other proceedings

conducted by any regulatory agency of the Partnership, including legal and accounting fees incurred in connection

there within; cost of any accounting statistical or bookkeeping equipment necessary for the maintenance of the

books and records of the Partnership; supervision and expenses of professionals employed by the Partnership or the

General Partner in connection with any of the foregoing, including inspectors, appraisers, handy man, attorneys,

accountants, employees, as provided in this Agreement. All expenses of the Partnership shall paid by the

Partnership.

VIII.

General Partner

8.1 General Partner May Purchase Units. The General Partner shall have the right to invest additional amounts

in the Partnership.

8.2 Compensation of the General Partner.

8.2.1 Organizational and Offering Stage. The Partnership shall reimburse the General Partner, a General Partner

affiliate for syndication, general and administrative expenses in a sum up to but not limited to fifteen percent (15%)

of gross proceeds raised by the Partnership. Approximately seven percent (7%) shall be reimbursement for

syndication expenses and six percent (6%) shall be reimbursement for general and administrative expenses of the

Partnership and two percent (2%) shall be reimbursement of legal, accounting and printing fees.

8.2.2 Operating Stage. Operating stage begins after the closing date of this offering.

8.2.2.1 Management Fees The General Partner shall be paid fifty percent (50%) of the profits on each sale of

property sold for a profit while operating the Partnership. These are not distributions of profit and losses of the

Partnership; they are interim management fees for operating the Partnership.

8.2.2.2 Additional Management Fees The General Partner shall be paid fifty percent (50%) of the gross lease

proceeds. These are not distributions of profit and losses of Partnership; they are interim management fees for

operating the Partnership.

8.2.2.3 Real Estate Commissions The General Partner, a General Partner affiliate or a third party will be entitled to

a real estate commission or management fee for all properties purchased, sold or leased. Depending on the type of

transaction, a purchase, sell, or lease, depends on the real estate commissions paid. Items (a), (b) and (c) are

guidelines to this compensation which may or may not be paid to the General Partner, General Partner affiliate or a

third party.

(a) Properties purchased will pay up to but not limited to a 3% to 6% of the gross purchase price.

(b) Properties sold will pay up to but not limited to a 3% to 6% of the gross sales price.

(c) Properties leased will pay up to but not limited to one full months lease payment per year of signed lease.

The above are guidelines and in some cases the Partnership will pay the General Partner, a General Partner affiliate

or a third party more or less then the prevailing market rates.

8.2.2.4 Acquisition Fee The General Partner, a General Partner affiliate or a third party may be entitled to an

acquisition fee per property acquired for the Partnership.

8.2.2.5 Capital Improvement Oversight Fee The General Partner, a General Partner affiliate or a third party may be

entitled to a capital improvement oversight fee. Each individual capital improvement project is different and the fee

is indeterminate.

8.2.2.6 Bookkeeping and Accounting The General Partner, a General Partner affiliate or a third party may be

entitled to compensation that is indeterminate due to prevailing market rates to provide book keeping or accounting.

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8.2.3 Distributions. The General Partner shall be entitled to a fifty percent (50%) interest in the Partnership

which consists of a share of the income, gains, losses, deductions, credits and distributions as pursuant to this

Agreement, payable upon distribution. The General Partner's interest is the residual value of the Partnership income

after payment of those obligations set forth in this Section 6.

8.2.3 Resignation or Withdrawal of the General Partner. Should the General Partner, resign or withdraw from the

Partnership pursuant to the provisions of sections 6 or 8 of this Agreement, the Partnership will terminate, liquidate

and dissolve in accordance with Section 13 of this Agreement. Furthermore any expense which is then incurred, but

not yet paid, shall be paid by the Partnership to such General Partner or affiliate no later then thirty days of the date

of expulsion, resignation, or withdrawal.

8.3 Rights, Authority, Powers, Responsibilities and Duties of the General Partner.

8.3.1 General Powers. The General Partner shall have the authority, right, and powers conferred by Texas law

and those required or appropriate to the management of the Partnership business, which shall include the rights,

authority and powers as set forth in paragraph 8.3.2. In the management of the Partnership business, the General

Partner may delegate duties to such persons and entities as it may deem appropriate.

8.3.2. Specific Powers. To the extent reasonably necessary to achieve the Partnership objectives;

8.3.2.1 Acquire, Manage, and Sell Property. To acquire, remodel, restore, maintain, hold, lease, sell or dispose of

any personal property, interest therein, at such price for cash or securities or other property, and upon terms as the

General Partner, in its sole discretion, deem to be in the best interest of the Partnership.

8.3.2.2 Manage Partnership Assets. To manage, operate, and develop any Partnership asset or investment, and

enter into utilization, marketing, listing and operating agreements, joint ventures, or gather contracts with others

with respect to assets and investments acquired through the Partnership, containing such terms, provisions and

conditions as the General Partner shall approve. No person, entity or corporation dealing with the Partnership shall

be required to inquire into the authority of the General Partner or to take any action or make any decisions.

8.3.2.3 Purchase or Lease Property. To negotiate the purchase and execute the contract to sell, buy or lease a

property prior to or sending the transaction to a escrow agent or duly authorized title company, The General Partner

is given the authority to purchase, sell or lease properties.

8.3.2.4 Remodel, Restore and Maintain Property. To negotiate, order, bid, and accept or reject specified and non-

specified quotes and bids from contractors, and in some case to be reimbursed for orders, bids and quotes paid for by

the General Partner.

8.3.2.5 Transfer, Close or Transfer Deed To execute all closing documents, including but not limited to HUD-1

settlement statements, non-warranty or warranty deeds of trust with or without vendor’s liens, acknowledgements of

attorney representation, FHA/VA amendatory clause, real estate certification, any and all addendums to HUD-1, tax

proration Agreements and disclosures, delayed funding Agreements, non-representation notices, substitute form

1099-S seller / owner affidavits, seller proceeds instructions, 2nd

liens, notes, payoffs, and anything required by

escrow agent or duly authorized title company.

8.3.2.6 Maintain Bank Accounts. To open bank accounts and to maintain funds in the name of the Partnership in

banks or savings and loans associations.

8.3.2.7 Employ Persons and Services. To employ persons in the operation and management of the business and the

Partnership, including, but not limited to, supervisory managing assets, accountants, bookkeepers, attorneys,

administrative office support, maintenance men or women, landscaper, contractor, insurance brokers, real estate

agents/brokers and loan brokers, on such terms and for such compensation as the General Partner shall determine.

8.3.2.8 Contract for Insurance. To acquire and enter into any contract of insurance, or have named the Partnership

as an additional insured, which the General Partner deems necessary and proper for the protection of the Partnership

and the General Partner, for the conservation of the Partnership assets, or for any purpose convenient or beneficial to

the Partnership.

8.3.2.9 Borrow. To borrow money and, if security is required, to subject any Partnership investment to any other

security device, to obtain replacements of the security device, and to prepay, in the whole or in part, refinance,

increase, modify, consolidate any mortgage or other security device, all of the foregoing in such terms and such

amounts as the General Partner, in its sole discretion, deems to be in the best interest of the Partnership.

8.3.2.10 Tax Elections. To cause the Partnership to make or revoke any elections under the federal or state tax laws,

as the General Partner, in its discretion, deems to be in the best interest of the Partnership.

8.3.2.11 Selecting Account Method and Year. To select as the Partnership's accounting year a calendar year or such

fiscal year as approved by the Internal Revenue Service, and to determine the appropriate accounting method or

methods to be used by the Partnership (the Partnership intends initially to utilize the cash method of accounting in

maintaining its books and records and to report on the basis of a calendar year).

8.3.2.12 Sell Units. To offer and sell Units directly.

8.3.2.13 Purchase Units on Own Account. To purchase Units on its own account from the Partnership for

investment, or for resale, if the General Partner is also a Limited Partner, shall at all times be kept separate and

distinct.

8.3.2.14 Refusal (temporarily) to Transfer Units. To temporarily refuse to transfer a Partner's interest if said transfer

would result in a sale or exchange of more than ten percent (10%) of the Partnership's capital and profits within a 12

month period.

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8.3.2.15 Compromise and Settle Claims. To compromise, mediate, arbitrate or otherwise adjust claims in favor of

or against the Partnership and the General Partner. To commence or defend litigation with respect to the General

Partner and Partnership or any of the assets of the General Partner and Partnership as the General Partner may deem

advisable, any or all of the above matters being at the expense of the Partnership, and to satisfy any judgment,

decree, decision or settlement, first, out of any insurance proceeds if available, and then out of Partnership assets and

income.

8.3.2.16 Contract with Affiliates. The General Partner may contract on behalf of the Partnership with other parties

affiliated with or without the Partnership to provide services or materials for the Partnership, such as management,

maintaining, executive, accounting, brokerage or legal services, provided that the fees to be paid therefore and the

terms and conditions thereof are not less favorable to the Partnership than those which could be reasonably obtained

by the Partnership from equally qualified but unaffiliated third parties.

8.3.2.17 Non-recourse Contracts. To require in all Partnership contracts that the General Partner shall not have any

personal liability thereon, but that the person or entity contracting with the Partnership is to look solely to the

Partnership and its assets for satisfaction.

8.3.2.18 Amend Partnership Agreement. To amend this Agreement, without majority vote (i) to carry out the

business and purpose of the Partnership, (ii) to add to the representations, duties or obligations of the General

Partner, and (iii) to cure any ambiguity, to correct or supplement any provisions herein that may be inconsistent with

any other provision herein or to add any other provisions with respect to the matters or questions arising under this

Agreement that will not be inconsistent with the provisions of this Agreement.

8.3.2.19 Execution of Documents. To execute, acknowledge, and deliver any and all instruments to effectuate the

foregoing, and to take all such actions in connection therewith as the General Partner shall deem necessary or

appropriate.

8.3.2.20 Invest in Prior to Acquisition. To invest the gross proceeds or net proceeds temporarily prior to investment

in the property in short term, highly liquid investments

8.3.2.21 Redemption of Units. Redeem or repurchase Units except as provided herein for by the terms of this

Agreement or except where the General Partner determines such redemption or repurchase is in the best interest of

the Partnership and would not impair the capital of the Partnership or the operation of its business. After a period of

one year from the closing of the offering the General Partner shall have the right to redeem up to ten percent (10%)

of the outstanding capital contributions. Any Limited Partner wishing to redeem his or her Partnership interest

might on January 15 or June 15 of each year. A Limited Partner must request in writing such redemption a minimum

of 180 days and a maximum of 365 days prior to the above redemption dates. This redemption is limited to the

liquidity, sustainability, and ability of the Partnership to do so. The General Partner at is sole discretion can cause to

redeem the Limited Partnership Unit up to sixty five percent (65%) of the capital account outstanding and any profit

or loss calculated as of December 31 of the previous year, minus any and all distributions made over the duration of

the Partnerships life, all anticipated losses for current year, cost of sale of all assets, outstanding liabilities, including

but not limited to property taxes, liens, judgments, expected repairs, FHA/VA requirements, closing cost, seller

concessions, and marketing cost. There is no assurance redemption of Units can or will be made, nor is the

Partnership Obligated to redeem. Please see section 5.9, 5.10 and 6.3 of the Partnership Agreement.

8.3.2.22 Perform Other Acts. To perform any and all other acts or activities customary or incidental to the business

of the Partnership.

8.3.3 Duties and Responsibilities of the Partnership. The General Partner shall devote only such time to the

Partnership as it, in its discretion, determines to be reasonably required for the efficient conduct thereof, but nothing

herein contained shall preclude the General Partner from engaging in or possessing an interest in other business

ventures, properties or lease holdings of every nature and description, and neither the Partnership nor the Limited

Partners shall have any interest by virtue of this Agreement in any such other business ventures or the income or

profits derived there from. In addition, nothing in this Agreement shall preclude the employment of any agent, third

party or affiliate of the General Partner. The General Partner in all instances shall retain general control over and

continue to supervise generally, provide, furnish and/or perform in diligent and efficient manner, all normal and

customary business and administrative duties and services necessary to conduct the Partnership's business in an

expeditious and economical manner.

8.3.3.1 Ownership of Property. The General Partner shall take such steps as are necessary in its best judgment to

render ownership to any property acquired by the Partnership acceptable for the purpose of the Partnership.

8.3.3.2 Filings. The General Partner will be responsible for filing a Certificate of Limited Partnership and any

required amendments hereto.

8.3.3.3 Tax Matters Partner. The Partners do hereby appoint the General Partner, to act as the "Tax Matters

Partner".

8.4 Liability of the General Partner. It is expressly agreed that the General Partner (or employee, partner,

officer, or director of the Partnership) shall not be liable for the return of the capital or any contributions of the

Limited Partners, or any portion thereof for any reason, whether civil, criminal, administrative or investigative and

shall be indemnified by the Limited Partners for any losses or damages sustained with respect to the any action or

proceeding but, on the contrary that such return shall be made from the Partnership assets solely. Indemnification

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will be allowed for settlements and related expenses of lawsuits alleging securities violations, and for the expenses

incurred in defending such lawsuits.

8.5 Withdrawal, Resignation or other Termination of the General Partner.

8.5.1 Withdrawal of General Partner. The General Partner shall continue to serve as General Partner unless it

withdraws upon thirty (30) days written notice to the Limited Partners, in which event the Partnership will be

dissolved, terminated and liquidated in accordance with section 6 and 13 of this Partnership Agreement.

8.5.2 Notice of resignation by the General Partner. Upon notice of resignation or withdrawal of the General

Partner the Partnership will immediately terminate, liquidate and dissolve in accordance with section 13 of this

Agreement. Written notice of resignation or withdrawal shall be served upon the Limited Partners by regular mail,

certified or registered mail, return receipt requested, or by personnel services. Said notice shall set forth the date

upon which the expulsion is to become effective, which date shall be not less than thirty (30) days after the service

of said notice.

8.5.3 Upon Receipt of the Notice. The General Partner shall continue in the management of the Partnership's

business until it is terminated, liquidated and all assets are dissolved. The General Partner will remain the exclusive

managing partner with no loss of duties, rights, interest, management fees, distributions or authorities.

8.5.4 Effects of the Removal of the General Partner. The removal, withdrawal or resignation of the General

Partner shall terminate the Partnership while not affecting the interest and duties of such General Partner in the

profits and losses, any distributions and dissolution of the Partnership assets in accordance of section 6 and 13 of the

Partnership Agreement. At the General Partner’s sole discretion and acceptance, the Partnership may terminate the

General Partner's interest in the Partnership income, profits and losses, distribution, and dissolution by payment of

an amount equal to or greater than the present fair market value of the General Partner's interest, or all assets will be

liquidated, dissolved and capital will be distributed in accordance with section 6 and 13 of this Agreement.

8.5.5 Name Change of Partnership. An resigned or withdrawal General Partner may require the Partnership to

change its name if that name includes any words, trademarks, or logos associated with the expelled General Partner.

8.6 Assignment of the General Partner's Interest. The General Partner may assign or encumber its Units,

interest or right to receive distribution from the Partnership, or portion thereof, without the consent of the Limited

Partners.

IX.

Limited Partners

9.1 Admission of the Limited Partners.

9.1.1 The Partnership intends to sell and issue a minimum of one (1) Unit up to twenty (20) Units in exchange

for capital contributions of $100,000 in cash, check or money order for each Unit purchased. The General Partner at

is sole discretion may expand offered Units from twenty (20) Units ($2,000,000) to (40) Units ($4,000,000). Each

person who acquires any such Unit or Units shall be eligible to become a Limited Partner in the Partnership at such

time as he or she has (i) purchased one (1) or more Units, or fraction thereof, if, in the discretion of the General

Partner, such fractions of Units are sold, (ii) contributed to the Partnership the sum of $100,000 in cash, check or

money order for each Unit purchased, (iii) executed and filed with the Partnership a written instrument which sets

forth an intention to become a Limited Partner and request admission to the Partnership in that capacity, together

with such other instruments as the General Partner may deem necessary or desirable to affect such admission,

including the written acceptance and option by such person of the provision of this Agreement, and the execution,

acknowledgment and delivery to the General Partner of a Special Power of Attorney, the form, style and content of

which are more fully described herein, and (iv) obtained the consent of the General Partner, the granting or denial of

which shall be within the absolute discretion of the General Partner. Such consent shall be given or refused by the

closing date.

9.1.2 Once one (1) Unit has been sold, the proceeds will be released and the investors shall be deemed to have

been admitted into the Partnership as a Limited Partner on that date.

9.1.3 The Partnership may continue to sell Units until all twenty (20) Units have been sold unless the General

Partner expands the offered Units from twenty (20) Units ($2,000,000) to a (40) Units ($4,000,000). However, the

General Partner may discontinue the offering at any time.

9.2 Status of the Limited Partner.

9.2.1 Liability. A Limited Partner shall be bound by, or be personally liable for, the expenses, liabilities or

obligations of the Partnership except to the extent of the capital contributions required to be made by him or her

under the terms of this Agreement and any additional capital contributions actually made by him or her. However,

the Partnership is liable to return distribution provided that all of the Partnership debts (other debts owing to the

Partners) have been paid or adequately provided for nonrecourse liabilities and the asset which secure those claims,

as well as liabilities owned by Partners on account of their interest in the Partnership, are

excluded. Notwithstanding the above limitations, the Limited Partners hereby consent to such distributions if, after

the distributions provided that all Partnership debts (other than the debts owing to Partners), have been paid or

adequately provided for.

9.2.2 Non-Accessibility. Each Unit, when issued, shall be fully paid for and no assessable.

9.3 Rights, Powers and Voting Rights of the Limited Partners.

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9.3.1 Management. Limited Partners shall take no part or shall interfere in any manner with the control, conduct

or operation of the Partnership and shall have no right or authority to act for the Partnership.

9.3.2 Voting Rights Notwithstanding any Provision Contained Herein. A majority of sixty percent (60%) of the

issued Units may: (1) vote to amend the Partnership; (2) dissolve the Partnership. The General Partner may not

amend the Partnership Agreement except for those amendments which do not affect the rights of the Limited

Partners. A majority of the Limited Partners may not modify the Partnership Agreement with the respect of the

compensation or distribution to which the General Partner is entitled or which affects the duties of the General

Partner except with the consent of the General Partner, except as provided in section 6.4. If the General Partner is

removed, expelled or otherwise voted out of the Partnership, the Partnership will be terminated, dissolved and

liquidated in accordance with section 6, 7, 8 and 13 of this Agreement.

9.3.3 Majority Vote. All matters upon which the Partners may vote shall require the vote or written consent of

more than sixty percent (60%) of the issued Units held by the Partners. Each Unit is entitled to one vote or fractional

vote.

9.3.4 Notice of Meeting. The General Partner may at any time call a meeting of the Partners and shall call for

such meeting or vote in written notice thereof within not less than 15 days or more than 180 days following receipt

of the written request of a Partner holding more than sixty percent (60%) or more of the total outstanding Units. The

General Partner shall mail, postage paid, written notice of any such meeting or vote to all partners of record as of the

date of mailing to most recent address shown on records of the Partnership. Notice shall include a detailed statement

of action proposed. Including a verbatim statement of the wording of any resolution proposed for adoption by all of

the Partners and any proposed amendment to the Partnership Agreement and to the General Partners

recommendation with the respect to any matters which are voted on. The General Partner will provide for proxies or

written consents which specified a choice between approval and disapproval of each matter to be acted upon at the

meeting. Any altered proxy, or any proxy not provided directly by the General Partner, unless authorized by the

General Partner, are void. Notice given in the foregoing manner shall be deemed complete 48 hours after its deposit

by the General Partner in any regular U.S. Postal Service depository. All expense of the meeting or vote and of

notice thereof shall be borne by the Partnership.

9.3.4.1 One Vote per Unit. A Partner shall be entitled to cast one vote for each Unit which he or she owns (i) in a

meeting, in person or by written proxy signed, (ii) without a meeting, by signed published proxy by the General

Partner which writing must be received by the General Partner prior to the date upon which the votes of the Partners

of record as of the date of such meeting or vote shall be conducted. All Partners shall be entitled to the vote to the

extent it also owns Units as a Partner. The General Partner shall validate all corporate proxies. The Partnership shall

be limited to 80 total votes, equal to 80 Units issued in accordance with section 1.4 of this Agreement.

9.3.4.2 Limitations on Voting Rights. No Limited Partner shall have the right or power to, (i) withdraw or reduce

his or her capital contribution or capital account of the Partnership except as a result of the dissolution of the

Partnership or as otherwise provided by law, (ii) bring an action against the Partnership, (iii) cause the termination

and dissolution of the Partnership by court decree or otherwise, excepts set forth in the Partnership Agreement, or

(iv) demand or receive property other than cash for his or her contribution. Except as provided for in this

Agreement, no Limited Partner shall have priority over any other Limited Partner either as to return of capital

contributions or as to income, loss, gain, deductions, credit or distributions, other than the termination or dissolution

of the Partnership as provided in this Agreement. This Agreement may not be amended without the consent of the

Partners if the amendment would: (a) convert a Limited Partner into a General Partner (b) modify the limited

liability of the Limited Partner or (c) modify the interest of a Limited Partner or the General Partner in the income,

gains, losses, deductions, credits or distributions of the Partnership.

9.4 Assignment of Partnership Units.

9.4.1 Right to Assign Subject to the Provisions of Paragraph 9. Limited Partners shall have the right to assign

Units owned by them by a duly executed and acknowledge written instrument of assignment in a form satisfactory

to the General Partner and the terms of which are not in contravention of any of the provisions of this Agreement.

The General Partner shall have the right to refuse the assignment if such transfer would jeopardize the tax status of

the Partnership, would violate any securities laws or any reason that may harm the Partnership or the General

Partner. A Limited Partner is required to notify the General Partner one hundred and eighty (180) days prior to any

assignment.

9.4.2 Qualification of Assignee. An assignee shall satisfy standards applied to an original Limited

Partner. However, such suitability standards shall not apply to any assignee receiving his or her Units as a gift or by

operation of law except when the transferred Units are subject to a liability owed to the Partnership or to a third

party.

9.4.3 Voting Rights of the Assignee. An assignee shall have no voting rights. No assignee can (i) withdraw or

reduce his or her contribution to the capital of Partnership except as a result of the dissolution of the Partnership or

as otherwise provided by law, (ii) bring an action against the Partnership, (iii) cause the termination and dissolution

of the Partnership by court decree or otherwise, excepts set forth in the Partnership Agreement, or (iv) demand or

receive property other than cash for his or her contribution

9.4.4 Redemption of Assignee Units. The Partnership or General Partner may, without obligation, redeem or

purchase Units in accordance with section 8.3.2.21 of this Agreement.

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9.4.5 Death, Incompetency or Bankruptcy of a Limited Partner. The death, incompetency, bankruptcy or

dissolution of a Limited Partner shall not terminate the Partnership. Upon either event of the Limited Partner, the

personal representation or successor of such Limited Partner will be subject to the terms and conditions of this

Agreement, and the estate or successor, in interest of such Limited Partner, shall be liable for all of his or her

liability as a Limited Partner, as well as the execution of any or all documents required to effect the substitution of

such Limited Partner's estate or successor in the interest of the Limited Partner. The estate or successor in interest of

such Limited Partner is required to notify the General Partner within one hundred and eighty (180) days after the

death, incompetency or bankruptcy of the Limited Partner. The estate or successor in interest shall lose all rights,

including but not limited to voting, distribution and dissolution rights if notice is not made to the General Partner

within one hundred and eighty (180) days after the death, incompetency or bankruptcy of the Limited Partner. All

notices under this Agreement shall be in writing and shall be given to the Partner entitled thereto by certified or

registered mail, return receipt requested. All notices sent shall be posted to the address maintained by the

Partnership.

9.4.6 Distributions. An assignee shall have no voting rights as a Limited Partner, but shall be entitled to receive

allocations from the Partnership attributable to the Units acquired by reason of such assignment from and after the

effective date of the assignment of such Unit to him or her. However the Partnership and the General Partner shall

incur no liability for allocations of income, deductions, gains, losses, deductions, credits, distribution or transmittal

of reports and notices given to the Limited Partners hereunder which are made in good faith to such successor prior

to such time as written instrument of assignment has been received by the Partnership and recorded on its books, or

prior to the effective date of such assignment.

9.5 Substituted Limited Partners. A substituted Limited Partner shall have no voting rights and powers, and

shall be subject to all restrictions and liabilities of his or her assignor except those liabilities of which he or she was

ignorant at the time he or she became a Limited Partner, and which could not be asserted from this Agreement or

from the Certificate of the Limited Partnership.

9.5.1 Conditions of Substitution. A Limited Partner may designate an assignee as a substituted Limited Partner,

but no assignee shall have the right to become a substitute Limited Partner in place of his or her assignor unless all

of the following conditions are first satisfied.

9.5.1.1 Written Assignment. A duly executed and acknowledged written instrument of assignment shall have been

filed with the Partnership, which instrument shall set forth the name, address and social security or identification

number of the assignee, the date of transfer, the number of Units being assigned and the intention of the assignor

that the assignee become a substituted Limited Partner in his or her place to the extent of the assignee.

9.5.1.2 Fractional Units. No part of the Partnership interest being acquired by the assignee shall consist of less

than one Unit of the Partnership unless it involves the entire Partnership interest of the transfer unless authorized by

the General Partner.

9.5.1.3 Instrument of Substitution. The assignor and assignee shall execute and acknowledge such other

instruments as the General Partner may deem necessary or desirable to effect such substitution and the assignee's

execution, acknowledge and delivery to the General Partner of a special power of attorney, the form and content of

which are more fully described in section 14 of this Agreement.

9.5.1.4 Consent of the General Partner. The written consent to General Partner to such substitution shall have been

obtained. No assignee shall have the right to become a substituted Limited Partner except upon the written consent

of the General Partner, the granting or denying of which shall be within the General Partner's sole and absolute

discretion. In addition, the admission of an assignee as a substituted Limited Partner shall be further conditioned as

follows (i) the assignee's written acceptance and adoption of all the terms and provisions of this Agreement, as it

may have been amended, (ii) the assignee and/or the assignor paying or obligating himself or themselves to pay all

reasonable expenses connected with such admission (as determined solely by the General Partner) including without

limitation the cost of the preparation, filing and publishing of any appropriate documents, and (iii) such other

conditions as the General Partner may impose. An assignee or a substituted Limited Partner shall have no right to

require any information or account of Partnership transactions, to vote on Partnership matters, to request a meeting

of the Partnership, or to exercise any of the other rights of a Limited Partner other than to receive the distributions

and allocations provided hereunder.

9.5.1.5 Transfer Fee. At the minimum cost of $1,500, an indeterminate transfer fee per substitution or assignment

shall be paid to the General Partner sufficient to cover all reasonable expenses connected with such transfer and

substitution of a Limited Partner’s Units or interest.

9.5.2 Consent to Future Substitution Limited Partners. By executing this Agreement, each Limited Partner hereby

consents to the admission of Substituted Limited Partners by the General Partner and to the assignee of his or her

Units.

9.6 Compliance with Securities Rules or Transfers. No assignment, sale, transfer, exchange, or other

disposition of any Units in the Partnership may be made except in compliance with the then applicable rules of

regulating authorities.

9.7 Void Transfers. Any assignment, sale, exchange or other transfer in contravention of any of the provisions

of this paragraph 9 shall be void and ineffectual, and shall not be binding or be recognized by the Partnership.

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9.8 Limitations on Assignment or Transfer. (i) No transfer or assignment of any Partnership Interest may be

made if such transfer or assignment, together with all other transfers and assignments of Interest within the

preceding twelve months, would, in the opinion of counsel for the Partnership, result in a termination of the

Partnership for purposes of Section 708 of the Internal Revenue Code of 1986 or any comparable provision then in

effect. (ii) No transfer or assignment of any Partnership Interest may be made if, in the opinion of counsel or the

General Partner for the Partnership, such transfer or assignment would violate the Securities Act of 1933, as

amended, or applicable state securities laws or any other applicable provision of law in any respect. (iii) No transfer

or assignment of any Partnership Interest may be made if, in the opinion of counsel of the General Partner for the

Partnership, such transfer and assignment would cause the Partnership to be treated as an association taxable as a

corporation rather than as a Partnership subject to the provisions of Subchapter K of the Internal Revenue Code of

1986, or any comparable provision then in effect. (iv) In no event shall any Partnership Interest or any portion

thereof be assigned or transferred to a minor or an incompetent or in violation of any state or federal law. Any such

attempted sale, transfer or assignment shall be void and ineffectual and shall not bind the Partnership or the General

Partner.

X.

Books, Records, Accounting and Reports

10.1 Records. The General Partner shall keep at its office in Texas the following documents:

(i) A copy of the Certificate of Limited Partnership and all Certificates of Amendment, and executed copies of

powers of attorney pursuant to which any certificate has been executed.

(ii) Copies of the Partnership's federal, state, and local income tax or information returns and reports, if any, for

the most recent or prior taxable year. However, this does not include an individual General Partner or Limited

Partner’s K-1. Further, this also does not include the right or privilege to know the identity of any other Limited

Partner.

(iii) Copies to the original Agreement and all amendments to the Agreement.

10.2 Delivery to the Limited Partner and Inspection.

(i) Upon the request of the Limited Partner, the General Partner shall make available, at the expense of the

Partnership, for inspection of the information required to be maintained by subsection 10.1 (i), (ii) , and (iii).

(ii) Each Limited Partner has the right, upon reasonable request, to inspect during normal business hours any of

the Partnership records to be maintained by section 10.1.

(iii) Including but not limited to the statutory due dates and any of the federal tax extension form, the General

Partner in its best effort shall send to the Limited Partner, the information necessary for the Limited Partner to

complete his or her federal tax return.

10.3 Tax Allocations. To the extent permitted by law (i) all income, gains, and losses are allocated to the

Partners to whom the revenues resulting in the realization of such income, gains, or losses are allocated pursuant to

section 6 of this Agreement, (ii) all deductions and credits, including, but not limited to, depreciation and investment

credit shall be allocated to the Partners charged with the expenditures giving rise to such deductions or credits, and

(iii) all recapture of previously taken deductions or credits shall be allocated to the Partners to whom such

deductions or credits were allocated. To the extent permitted by law, all items of tax preference for federal income

tax purposes shall be allocated to the Partners credited with the revenues resulting in the realization of the income,

gains or losses giving rise to such items of tax preference are attributable. To the extent permitted by law, each

Partner shall be entitled to his or her distributive share of Partnership income, gain, loss, deduction, or credit, items,

of tax preference, in computing his or her taxable liability, to the exclusion of any Limited Partners.

10.4 Tax Election. Upon transfer of all or part of a Limited Partner's Units or upon death of an individual

Limited Partner, or upon dissolution of any distribution of any Partnership property hereto, the Partnership, at the

General Partner's option, may file an election, in accordance with applicable regulations, to cause the basis of the

Partnership property to be adjusted for federal income tax purposes, as provided by sections 734, 743 and 754,

respectively, of the Code. Similar elections under the provisions of state and local income taxes laws may, at the

General Partner's option, be made.

10.5 Records of Adjusted Tax Basis. To the extent the General Partner is required to determine the adjusted tax

basis of any Partnership property with respect to which the Code requires that records of such adjusted tax basis be

kept and maintained by Limited Partners, the General Partner may request information regarding such adjusted tax

basis from the Limited Partners, in writing, and such Limited Partners shall furnish such information to the General

Partner within ninety (90) days after said request is mailed to the General Partner. If not provided the Limited

Partner is subject to a total loss of Units owned

10.6 Tax Returns. The General Partner, at the Partnership expense, shall cause income tax returns for the

Partnership to be filed with appropriate authorities.

10.7 Defense of Certain Claims. The Partnership shall have the right to assume the defense of any claims made

by the Internal Revenue Service to the extent that such claims arise out of and relate to the Partnership's business or

investment activities, and in connection therewith, to retain and pay counsel chosen by the General Partner.

10.8 Capital Account. The General Partner will maintain a separate capital account for each Partner which shall

be credited with (i) his or her contributions to the capital of the Partnership, (ii) his or her allocation share of

Partnership revenues, gains and income, and which shall be charged with, and (iii) his or her allocable share of

Partnership cost, expense and losses. The books and records of the Partnership shall include such other separate and

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additional accounts for each Partner as shall be necessary to reflect accurately the rights and interest of the

respective partners.

XI.

Certain Opportunities

11.1 The General Partner, shareholder, officer, director or employee of the General Partner, or any person

owning a legal or beneficial interest in the General Partner, may engage in or possess an interest in any other

business or venture of every nature and description, independently or with others, including those which may be the

same as or similar to the Partnership's business and in direct competition there within. Neither the Partnership nor

any Partner shall have any right, by virtue of this Agreement, in and to such independent ventures of the General

Partner. The General Partner and its affiliates will have no duty or obligation to submit to the Partnership any

business opportunities which may come to them or be presented to any corporation, joint venture, firm, individual or

other entity in which they may be in any way interested, and the General Partner shall have the right to take for their

own account (individually or otherwise) or to recommend to others, any such investment opportunity, without

disclosure or written consent from any Limited Partner.

XII.

Confidential & Non-Compete Agreement

12.1 Confidentiality Agreement. Prior, during, and after the Partnerships term of life the Limited Partner(s)

agrees that they shall not disclose to any third party any information regarding the terms, conditions and provisions

of this Agreement and shall not disclose to any third party any of the Partnership’s, General Partner’s or General

Partner affiliate’s trades secrets, business activities and any information pertinent to the Partnership, General Partner

or General Partner affiliate’s including but not limited to (a) any non-residential or residential properties targeted for

evaluation, negotiation, offered to purchase, purchased, for lease, for sale, leased or sold, (b) any specified property

sources, placement ads, advertisement slogans, (c) any contact information, pricing, bids or cost of independent or

dependent contractor’s and employees, (d) wholesale, retail, private or public property material suppliers, (e) any

appraisals, inspections, market evaluations, diagrams, proposals, computer programs, related business subscriptions

and any database of past, current and future nonresidential and residential properties, (f) previous or future title of

record, specifically there financial status of ownership public or private of section 12, (g) any contact information or

third party names of partners both limited or general, or pro rata owners of non-residential or residential properties

being bought with a third party, by a trust or corporations as a joint venture or Partnership with the Partnership, (h)

any balance sheets, profit and loss annual, quarterly, monthly or residential and non-residential transactions owned

by the Partnership, the General Partner and the General Partner affiliates, (i) residential holdings, proposed lease

agreements, executed lease agreements, homes for sale, sold or under contract to be sold.

12.1.1 The Limited Partner agrees that such non obligatory confidential information may or may not be provided

at the sole discretion of the General Partner or General Partner affiliate’s and this Confidentiality Agreement does

not constitute a right to trades secrets, business activities and any items described in section 12.1

(a)(b)(c)(d)(e)(f)(g)(h)(i) by demand from a Limited Partner. Furthermore, the Limited Partner agrees not to

disclose, disseminated any information, directly or indirectly to any person, firm or corporation for any purpose. The

Limited Partner also agrees that a breach of this Confidentiality Agreement constitutes a breach of our entire

Agreement and is subject to civil and potential criminal liabilities which results could include but are not limited to

an entire loss of each Limited Partnership Units, and further damages.

12.1.2 All physical items and intellectual property under the control of the Limited Partner shall be promptly

returned to the Partnership prior to final dissolution, redemption of Units or Partnership dissolution, except to the

extent necessary to comply with the provisions of a federal or state statute or code as part of a party's normal

operation or procedures. In the event a Limited Partner breaches the confidentiality provision set forth in the

Partnership Agreement, said Limited Partner shall be liable to the opposing Party(ies) for an indeterminate amount

in liquidated damages for the breach that can be paid directly to the General Partner or deducted from Limited

Partner capital account year end without further delay.

12.2 Non-Compete. In return for good and valuable consideration, the receipt and sufficiency of which is hereby

expressly acknowledged as the General Partner’s or General Partner affiliate’s management expertise, duties,

business activities and management of the Partnership as the General Partner, the Limited Partners enter into a Non-

Competition Agreement with the Partnership, General Partner or General Partner affiliate’s

12.2.1 Limited Partner Restrictions. The Limited Partner agrees to be a restricted party and to not engage in a

business in any manner similar to, or in competition with, the Partnership, General Partner, General Partner

affiliate’s and or successors. Such business being defined as to purchase, refurbish, sell and/or lease in the Dallas,

Rockwall and Collin Counties area in either residential and non-residential real estate as specified in section 12.2.2.

12.2.2 Similar Business and Home Purchase. The Limited Partner agrees to not compete with or against the

Partnership, General Partner, and General Partner’s Affiliate’s with bids, offers to purchase on any properties

including but not limited to at the (a) Dallas, Rockwall and Collin Counties monthly foreclosure auctions, (b) from

the multiple listing service (c) any third party trustees, (d) sealed or open bid auctions, (e) any prospect derived from

managements advertising and marketing, and (f) any non-residential or residential property solicited or canvassed,

directly or indirectly from the Partnership, General Partner, and General Partner’s affiliates.

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12.2.3 Geographic Area of Non-Compete. The Limited Partner agrees to a geographical restriction which may be

changed or added to during the term of this Agreement by the General Partner, of Dallas, Rockwall and Collin

County, Texas.

12.2.4 Time Period of Non-Compete The Limited Partner agrees to an 18 month time period from the termination

and final dissolution of all Partnership assets.

12.3 Warranties, Representation and Acknowledgments The Limited Partner agrees that the restrictions in this

Agreement are reasonable as to the length of time and geographical area and further agrees that the restrictions are

reasonably necessary for the protection of the Partnership and the General Partner. The Limited Partner irrevocably

waives any objection to these terms. All parties warrant and represent that the restrictions are reasonably necessary

to protect the Partnership’s business and this Agreement has been tailored as narrowly as is reasonably possible to

accomplish this goal. The Limited Partner further represents and warrants to the Partnership and General Partner

their experience and capabilities are such that their obligations under the terms of this Agreement and an

enforcement of an injunction or otherwise will not prevent them from earning a livelihood, or force them into any

kind of insolvency.

12.4 Non Solicitation The Limited Partner shall not solicit or canvass, directly or indirectly, any transaction

from any other person, firm, corporation, business similar, former or current contractor, employee or partner. The

Limited Partners agree not to solicit, purchase, sell, or attempt to duplicate any business activities of the Partnership,

General Partner and General Partner’s Affiliate’s including but not all of the items in section 12.1

(a)(b)(c)(d)(e)(f)(g)(h) and (i) of this Agreement.

12.5 Non-Circumvention The Limited Partner in good faith, agrees not to perform any act in violation hereof

through any other person or entity, or through any plan, scheme, design or subterfuge calculated to circumvent the

requirements or spirit of this Agreement by technical means or otherwise.

12.6 Injunction Relief The Limited Partner acknowledges and agrees that immediate and irreparable damage not

adequate to compensable damages will result to the Partnership and the General Partner if the Limited Partner

breaches, or threatens to breach, any of the terms of this Agreement and accordingly, the Limited Partner hereby

consents to the entry of temporary, preliminary, and permanent injunctive relief by any court of competent

jurisdiction against the Limited Partner to restrain any such breach or threatened breach in addition to any other

remedies of claims for money damages that the Partnership or General Partner may seek. The Limited Partner agrees

to render an equitable accounting of all earnings, profits, and other benefits arising from such violations, and to pay

all cost and fees incurred by the Partnership and General Partner in enforcing this Agreement, including reasonable

attorneys’ fees and legal cost. The existence of any claim or cause of action of the Limited Partner against the

Partnership or General Partner, whether predicated to this Agreement or otherwise, shall not constitute a defense to

the enforcement by the Partnership or the General Partner of this covenant.

12.7 Forfeiture of Units The Limited Partner acknowledges and agrees to an automatic forfeiture of Units with a

court order, a judgment from any competent jurisdiction, or a vote of at least 60% of the Partners eligible to vote for

any violation of section 12 of this Agreement. The Limited Partner agrees to waive the rights to trial. Furthermore,

the Limited Partner agrees to release all Units, interest of ownership for that there is and no notice of forfeiture or

due process is required under this Agreement. At the General Partner’s sole discretion, a notice can be made by

personal delivery or by U.S. Postal Service First Class Mail to the Limited Partner at his or her last known address:

however, this notice is not required.

12.8 Misc Provisions to Confidential & Non-Compete Agreement No delay or omission by the Partnership or

General Partner in exercising any right under this Agreement will operate as a waiver of that or any other right. This

Agreement shall be binding on and inure to the benefit of the heirs successors in the interest and assigns of each

party. If any provision of this Agreement is determined to be invalid or unenforceable, to the maximum extent

permissible under applicable law, the reminder of this Agreement shall be unaffected and shall be enforceable.

XIII.

Termination, Liquidation and Dissolution of the Partnership

13.1 Termination. The Partnership shall be terminated and dissolved upon the earliest to occur of the following:

(i) the death, retirement (provided there has been thirty [30] days prior written notice to the Limited Partners),

expulsions, insanity, adjudication of bankruptcy or insolvency, or the dissolution of the General Partner, (ii) a vote

pursuant to this Agreement in favor of termination and dissolution of the Partnership, (iii) the expiration of the term

of the Partnership, (iv) the sale of all or substantially all of the Partnership assets, (v) the purchase by the General

Partner of all of the Units held by all of the Limited Partners.

13.2 Distributions. Upon the termination of the Partnership for any reason, the assets shall be liquidated as

promptly as possible, and proceeds shall be applied and distributed in the following order:

13.2.1 First, to pay all outstanding management fees, to the General Partner,

13.2.2 Second, to the payment and discharge of all of the Partnership expenses of liquidation and any debts and

liabilities to persons or entities other than Limited Partners,

13.2.3 Third, to the payment and discharge of any loans and advances made by Partners to the Partnership, and

then

13.2.4 Fourth, payment of the net proceeds from the sale of any assets 50% to the General Partner and pro rata (in

accordance to their respective Partnership Units) 50% to the Limited Partners.

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13.2.5 The balance, if any, shall be distributed to the General Partner.

13.3 No Recourse against the General Partner. A Limited Partner shall look solely to the assets of the

Partnership for the return of his or her investment, and if the Partnership property remaining after the payment or

discharge of the debts and liabilities of the Partnership is insufficient to return such investment, he or she shall have

no recourse against the General Partner. Furthermore, each Limited Partner acknowledges that investing into Real

Estate is not a safe investment and is indeed, considered a risky investment, with no guarantee of a return on any

investment in the Partnership.

13.4 Waiver of Right to Court Decree of Dissolution. All Partners agree that irreparable damage would be done

to the good will and reputation of the Partnership if any Limited Partner should bring an action in court to dissolve

the Partnership in any way other than as provided in this Agreement. Care has been taken in this Agreement to

provide what parties feel are fair and just methods of liquidation of the Units of all Partners. Accordingly, each

Limited Partner hereby waives and renounces his, her or its rights to a court decree of dissolution, to seek the

appointment by the court of a liquidation for the Partnership, to maintain an action for partition with respect to his,

her or its undivided interest in the Partnership. ACCORDINGLY, EACH LIMITED PARTNER HEREBY

WAIVES AND RENOUNCES HIS, HER OR ITS RIGHTS TO A COURT DECREE OF DISSOLUTION, TO

SEEK THE APPOINTMENT BY THE COURT OF A LIQUIDATION FOR THE PARTNERSHIP, TO

MAINTAIN AN ACTION FOR PARTITION WITH RESPECT TO HIS, HER OR ITS UNDIVIDIDED

INETERST IN THE PARTNERHSIP.

13.5 Notice of Dissolution. The General Partner at its sole discretion can cause a notice of dissolution to be

published and sent to each one of its creditors.

13.6 General Partner's Exclusiveness and Discretion. The winding up of the Partnership's affairs, the liquidation

of its assets and distributions of any possible proceeds shall be conducted exclusively by the General Partner, which

is authorized to do any and all acts for the purposes of a final and complete termination, liquidation and dissolution

of the Partnership.

13.7 Reserve Account. The General Partner may establish and maintain a reserve account into which may be

deposited funds derived from the Partnership. The purpose of this account is to provide funding of any and all

Partnership needs.

13.8 Purchase by the General Partner. The General Partner may purchase, if desired, the Partnership assets at a

value that is indeterminate, that may result in a profit or loss of all of the Partners.

13.9 General or Mutual Release. To protect the Partnership, and all Partners, a Partner may be required to

acknowledge and sign a general or mutual release of partners or a settlement prior to any distribution to a Limited

Partner. This release will be provided, validated and instrumented by the General Partner and or assigns.

XIV.

Special Power of Attorney

14.1 Execution of Special Power of Attorney Concurrently. With the execution, acceptance and adoption of the

provisions of this Agreement, each Limited Partner shall execute an acknowledgment and deliver to the General

Partner a special power of attorney in a form acceptable to the General Partner in which the General Partner is

substituted and appointed as the attorney-in-fact for such Limited Partner with the power and authority to act in his

or her name and on behalf to execute, acknowledge and swear to in execution, acknowledgment and filing of

documents, which shall include by way of illustration, but not limitation, the following: (i) the Agreement, any

separate Certificate of Limited Partnership, any amendments to the foregoing which under the laws of the State of

Texas or laws of any other state are required to be filed or which the General Partner deems it advisable to file, (ii)

any other instrument or document that may be required to be filed by the Partnership under the laws of any state or

by any governmental agency, or which the General Partner deems it advisable to file, (iii) any instrument or

document which may be required to effect the continuation of the Partnership, the admission of an additional or

substituted Limited Partner, or the dissolution and termination of the Partnership (provided in terms of this

Agreement), or to reflect any reductions in the amount of the capital contributions of the partners, (iv) any

documents, including possible escrow instructions and amendments, loans, documents, including promissory notes,

deeds of trust and other security agreements and mortgages, agreements to sell, purchase, lease, rent and exchange

Partnership assets or interest therein, contracts, including management contracts, construction contracts and all other

contracts or documents necessary to carry out the business of this Partnership Agreement.

14.2 Incidents of Special Power of Attorney. The power of attorney hereby granted by each Limited Partner to

the General Partner:

14.2.1 is a special power of attorney coupled with an interest and is irrevocable, and shall survive death or

insanity,

14.2.2 may be exercised by the General Partner acting alone for each Limited Partner by a facsimile signature of

such General Partner (or one of its officers, partners or agents), or by listing all of the Limited Partners executing

any instrument with a single signature of the General Partner (or one of its officers, partners, or agents) acting as

attorney-in-fact for all of the Limited Partners,

14.2.3 shall survive an assignment by a Limited Partner of all or any portion of his or her Units except that, where

an assignee has been approved by the General Partner for admission to the Partnership as a substitute Limited

Partner, the special power of attorney shall survive such assignment for the sole purpose of enabling the General

31 | P a g e

Partner to execute, acknowledge, and file any instrument or document necessary to effect such situation, as well as

for the purpose set forth in paragraph 14.1,

14.2.4 includes the authority to take further action which the General Partner shall consider necessary or

convenient in connection with any of the powers granted to the General Partner pursuant to section 8, hereby giving

the General Partner full power and authority to do and perform each and every act and thing whatsoever requisite

and necessary to be done in and about the foregoing as fully as said Limited Partner might or could do if personally

present, and hereby ratifying and confirming all that said General Partner shall lawfully do or cause to be done by

virtue hereof.

14.3 Authority of the General Partner. The General Partner shall be authorized to bind the Partnership by the

signature of its officers along with the General Partner, and a facsimile signature shall have the same effect as an

actual signature.

14.4 Acknowledgment by the Limited Partners. Each of the Limited Partners are aware that the terms here of

permit certain amendments of this Agreement to be effected and certain other actions to be taken or omitted by with

respect to the substitution of the General Partner duly elected, if, as and when (i) an amendment of this Agreement is

proposed or an action is proposed to be taken or omitted by or with respect to the Partnership which requires, under

the terms of this Agreement, the approval of a specified percentage in interest (but less than all) of the Partners, (ii)

Partners holding the percentage of Partnership Units in the Partnership specified in this Agreement as being required

for such amendment or action have approved such amendment or action in the manner contemplated by this

Agreement, (iii) a Limited Partner has failed or refused to approve such amendment or action (herein after referred

to as a non-consenting Limited Partner). Each non-consenting Limited Partner, and in his or her name, place, and

stead, any instruments and documents which may be necessary or appropriate to permit such amendment to be

lawfully made or action lawfully taken or omitted this special power of attorney, and that each Limited Partner will

rely on the effectiveness of such powers with a view to the orderly administration of the Partnership affairs.

XV.

Liability of and Indemnity of a General Partner

15.1 The General Partner (including employees, partners, officers and/or directors [collectively, the

“Indemnified Persons”]) shall not be liable to the Partnership or the Limited Partners, whether civil, criminal,

administrative or investigative, for any reason and shall be indemnified by the Limited Partners for any losses or

damages sustained with respect to any action or proceeding. The Indemnified Persons are indemnified, held

harmless and released for any claims by the Limited Partners, including but not limited to any acts of good or bad

faith, or any conscious or unconscious omissions, gross negligence, involved in fraud or no fraud, misrepresentation,

misconduct or any failure of any third parties. In accordance of this agreement, the maximum amount a Limited

Partner may seek in any dispute before, during or after mediation, awarded by an arbitrator, mediator or any

jurisdiction county, state or federal is the amount of the lesser equal to the partners initial Capital Contribution or

Capital Account minus pro rata losses or gains, minus all previous distributions, or the redemption clause further

seen in section 8.3.2.21. No mediator or arbitrator will have the authority to award punitive or other damages.

Additionally, the Limited Partner agrees to give up a right to trial and reimbursement of expenses related to any

dispute. The Partnership shall indemnify such General Partner against all cost and expenses, including attorney's

fees and cost of investigations, actually and reasonably incurred.

15.2 The General Partner and Indemnified Persons, shall be indemnified by the Partnership or the Limited

Partners, for any threatened, pending or completed action, suit or proceeding to which the General Partner or

Indemnified Persons was, is or threatened to be made a party by reason of the fact that it is or was the General

Partner of the Partnership The Limited Partner and Partnership shall indemnify the General Partner and Indemnified

Persons against all cost and expenses, including attorney’s fees, cost of investigation, fines, judgments, and amounts

paid in settlement, actually and reasonably incurred in connection with such action, suit, or proceeding, regardless if

such General Partner acted in good or bad faith reasonably or unreasonably believed to be in the best interest of the

Partnership, even if the General Partner or Indemnified Persons acted in what could be perceived in good or bad

faith constituting the possibility of negligence, misconduct, or a breach of fiduciary obligation to the Limited Partner

and, even in the case of a criminal proceeding having cause to believe its conduct was lawful or unlawful. The

termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo

contendere, or its equivalent, shall not, of itself, create a presumption that the General Partner did not act in good

faith and in a manner it reasonably believed to be in or not opposed to the best interest of the Partnership, and that it

had reasonable cause to believe that its conduct was unlawful. The General Partner shall be indemnified by the

Partnership with respect to any expense relating to a claim, issue or manner as to which such General Partner shall

have been adjudged to be liable for negligence or misconduct.

15.3 All judgments against the Partnership and the General Partner wherein the General Partner and indemnified

Persons has been successful on the merits or otherwise in defense of an action, suit or proceeds referred to in

paragraph 15.1 or 15.2 above, or in defense of any claim, issue or matter therein.

15.4 All judgments against the Partnership and the General Partner entitled to indemnification must first be

satisfied with Partnership. HOWEVER, EACH LIMITED PARTNER AGREES TO THE MAXIMUM

LIQUIDATED DAMAGES OF THE AMOUNT THE LIMITED PARTNER INITIALLY CONTRIBUTED TO

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THE PARTNERSHIP, MINUS ANY LOSSES REPORTED IN HIS, HER OR ITS CAPITAL ACCOUNT IN ANY

PREVIOUS YEARS.

15.5 Except as provided in section 8, notwithstanding the foregoing paragraph 14.1, the General Partner and

Indemnified Persons or the Partnership shall be indemnified against liability, loss or damage incurred by them in

connection with:

(i) any claim or settlement involving allegations that the Securities Act of 1933 was violated by the General

Partner, or by any such other person or entity unless:

(a) the General Partner or other persons or entities seeking indemnification are successful in defending such

action, and

(b) such indemnification is specifically approved by a court of law which shall have been advised as to the

current position of both securities law; or

(ii) any liability imposed by law, including liability of fraud, bad faith or negligence, and the provisions of

section 8 have been complied with by the General Partner.

In the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the

Securities Act of 1933 is against public policy as expressed in the act and, therefore, is unenforceable. Regardless,

the Limited Partners agree to separate in the form of this Agreement that the General Partner and the Indemnified

Persons are indemnified, held harmless and released by the Limited Partners for any reason at all.

15.6 Waiver of Texas Deceptive Trade Practice Act Claims “ALL LIMITED PARTNERS AGREE TO WAIVE

THEIR RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT,

SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL

RIGHTS AND PROTECTIONS, AFTER CONSULTATION WITH AN ATTORNEY OF THEIR OWN

SELECTION, AND VOLUNTARILY CONSENT TO THIS WAIVER.”

XVI.

Internal Dispute Resolution Procedure

16.1 Each Limited Partner should carefully read this entire article to ensure they understand that by agreeing to

become a Partner, they are giving up a right to trial, reimbursement of expenses related to any dispute, and any

punitive or other damages, and limiting any dispute or claim in accordance with section 16.6.5 the “Maximum

Rewards” in this Agreement. The primary purpose of this article is to protect the Partnership and the General

Partner.

16.2 Introduction. Because the nature of the company is to generate profits from Partnership operations, it is

imperative that when one Partner disputes with the Partnership or the General Partner or other Partners, that an

aggrieved Partner is not allowed to diminish the profits available to all other Partners. Litigation could require a

diversion of Partnership profits to pay attorney’s fees, could tie up Partnership funds necessary for the operation of

the Partnership and properties, and distract the General Partner from the day to day management, thus impacting the

profitability of the investment of all the Partners. The only way to prevent such needless expense is to have a

comprehensive Dispute Resolution Procedure in place, to which each Partner has specifically agreed in advance

when becoming a Partner in the Partnership. The procedure described below requires an aggrieved party to take a

series of steps designed to amicably resolve a dispute, claim, question, or disagreement between Partners or one or

more Partners arising from the Agreement, the breach there of or any associated transaction (hereinafter “Dispute”).

The Partners are hereby agreeing to resolve such Dispute by strictly adhering to the Dispute Resolution Procedure

provided in this section.

16.3 Notice of Dispute. The aggrieved party must send a written notice of dispute to the General Partner by

certified mail.

16.3.1 Response to Dispute and Proposed Resolution. The General Partner has no less then ninety (90) days and

no more than three hundred and sixty five (365) days after the receipt of a Notice of Dispute to provide a Response

to Dispute or Proposed Resolution. If the Aggrieved party is not satisfied with the Response to Dispute or Proposed

Resolution, then a request of a Negotiation of Dispute is required to be sent by the aggrieved party by certified mail.

This request must be sent within thirty (30) days after the Response to Dispute or Proposed Resolution. If no request

of a Negotiation of Dispute is received within thirty (30) days of the Response to Dispute or Proposed Resolution,

then the original Notice of Dispute shall be considered void, resolved, satisfied, rested and closed by both parties

with no further action, pursuant to any action in the Response to Dispute or Proposed Resolution. Furthermore the

Response to Dispute and Proposed Resolution will be considered binding, accepted and in full effect by the

aggrieved party with prejudice.

16.4 Negotiation of Dispute. If the aggrieved party is not satisfied with the Response to Dispute or Proposed

Resolution, an objection and request of Negotiation of Dispute must be sent within thirty (30) days after the

Response to Dispute or Proposed Resolution. Any request for a Negotiation of Dispute made after thirty (30) days is

invalid and void. Upon receipt of a valid request of Negotiation of Dispute, the parties hereto shall use their best

efforts to settle any Dispute. To this effect, they shall independently consult and negotiate with each other in good

faith and, recognizing their mutual interest, attempt to reach a just and equitable solution satisfactory to all parties.

If, after a period of one hundred and eighty (180) days after any objection and request for a Negotiation of Dispute

by either party on the other, the parties have not reached a negotiated solution, then upon further notice by either

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party, the Dispute shall be submitted for a Tie Breaker decision. The onus is on the aggrieved party to initiate each

step(s) in this Dispute Resolution Procedure.

The request of a Tie Breaker decision must be requested no earlier than one hundred and eighty (180) days, but no

later than thirty (30) days after the request for a Negotiation of Dispute. If no request of a Tie Breaker decision is

received within thirty (30) days after of the completion of the one hundred and eighty (180) days of the Negotiation

of Dispute, then the original Notice of Dispute shall be considered void, resolved, satisfied, rested and closed by

both parties with no further action, pursuant to any action in the Response to Dispute or Proposed Resolution.

Furthermore the Response to Dispute and Proposed Resolution will be considered binding, accepted and in full

effect by the aggrieved party with prejudice.

16.4.1 Tie Breaker Provision. If the aggrieved party is not satisfied with the Negotiation of Dispute, a request of a

Tie Breaker Notice for a decision or proposed resolution must be delivered by either party on the other the parties no

earlier than one hundred and eighty (180) days but no later than thirty (30) days after the request for a Negotiation of

Dispute. Any request for a Tie Breaker Notice for a decision or proposed resolution earlier than one hundred and

eighty (180) days but later than thirty (30) days after the request for a Negotiation of Dispute is invalid and void.

Upon receipt of a valid request of a Tie Breaker Notice for a decision or proposed resolution, the General Partner

shall appoint or select a neutral party located in Dallas County who shall be an attorney, CPA, experienced mediator

or an area real estate broker to review the facts surrounding the dispute and offer a binding tiebreaking vote or

proposed resolution no less than ninety (90) days and no later than three hundred and sixty five (365) days of receipt

of a valid Tie Breaker Notice. All costs and fees for such informal resolution shall be split equally between the

parties in dispute.

If no request of a Tie Breaker Notice is received within thirty (30) days after the completion of the Negotiation of

Dispute, then the original Notice of Dispute shall be considered void, resolved, satisfied, rested and closed by both

parties with no further action, pursuant to any action in the Response to Dispute or Proposed Resolution.

Furthermore the Response to Dispute and Proposed Resolution will be considered binding, accepted and in full

effect by the aggrieved party with prejudice.

If, after a period of one hundred and eighty (180) days after Tie Breaker decision or proposed resolution, the parties

have not reached a solution, then upon further notice by either party, the Dispute shall be submitted for Mediation.

The onus is on the aggrieved party to initiate each step(s) in this Dispute Resolution Procedure.

The request of Mediation must be requested no earlier than one hundred and eighty (180) days but no later than

thirty (30) days after the Tie Breaker decision or proposed resolution. If no request of a Mediation is received within

thirty (30) days after of the Tie Breaker decision or proposed resolution, then the original Notice of Dispute shall be

considered void, resolved, satisfied, rested and closed by both parties with no further action, pursuant to any action

in the Response to Dispute or Proposed Resolution. Furthermore the Response to Dispute and Proposed Resolution

will be considered binding, accepted and in full effect by the aggrieved party with prejudice.

16.5 Mediation. If the aggrieved party is not satisfied with the Tie Breaker decision or proposed resolution, a

request of Mediation must be delivered by either party on the other the parties no earlier than one hundred and

eighty (180) days but no later than thirty (30) days after the Tie Breaker Decision or proposed resolution. Any

request for Mediation earlier than one hundred and eighty (180) days but later than thirty (30) days after the request

for a Negotiation of Dispute is invalid and void. Upon receipt of a valid request of Mediation, the General Partner

shall select an experienced mediator in Dallas County to review the facts surrounding the dispute and offer a

binding proposed resolution no less than ninety (90) days and no later than three hundred and sixty five (365) days

of receipt of a request of Mediation. The parties shall try in good faith to settle the Dispute by Mediation, which

each of the Parties must attend in person. If the aggrieved parties do not show or do not attend, said Dispute shall be

void, resolved, satisfied, rested and closed by both parties with no further action, pursuant to any action in the

Response to Dispute or Proposed Resolution. Furthermore the Response to Dispute and Proposed Resolution will be

considered binding, accepted and in full effect by the aggrieved party with prejudice. All costs and fees for such

informal resolution shall be split equally between the parties in dispute.

If no request of Mediation is received within thirty (30) days after the completion of the Tie Breaker decision or

Proposed Resolution, then the original Notice of Dispute shall be considered void, resolved, satisfied, rested and

closed by both parties with no further action, pursuant to any action in the Response to Dispute or Proposed

Resolution. Furthermore the Response to Dispute and Proposed Resolution will be considered binding, accepted and

in full effect by the aggrieved party with prejudice.

If, after a period of one hundred and eighty (180) days after no less than three (3) face to face Meditation sessions,

the parties have not reached a solution, then upon further notice by either party, the Dispute shall be submitted for

binding Arbitration. The onus is on the aggrieved party to initiate each step(s) in this Dispute Resolution Procedure.

The request of Arbitration must be requested no earlier than one hundred and eighty (180) days but no later than

thirty (30) days after three (3) face to face Meditation sessions. If no request of Arbitration is received within thirty

(30) days after three (3) face to face Meditation sessions, then the original Notice of Dispute shall be considered

void, resolved, satisfied, rested and closed by both parties with no further action, pursuant to any action in the

Response to Dispute or Proposed Resolution. Furthermore the Response to Dispute and Proposed Resolution will be

considered binding, accepted and in full effect by the aggrieved party with prejudice.

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16.6 Alternative Dispute Resolution. On failure of negotiation, mediation and, as a last resort, binding

arbitration shall be used to ultimately settle the Dispute. The following provisions shall apply to any subsequent

mediation or arbitration.

16.6.1 Preliminary Relief. Any party to the Dispute may seek preliminary relief at any time after negotiation

described above has failed, but prior to arbitration,

16.6.2 Consolidation. Identical or sufficiently similar Disputes presented by more than one Partner may, at the

option of the General Partner, be consolidated into a single Dispute Resolution Procedure.

16.6.3 Location of Mediation or Arbitration. Any mediation or arbitration shall be conducted in Dallas County,

and each party to such mediation or arbitration must attend and must be present or any disputes will be dismissed

16.6.4 Attorney Fees and Cost. Each party shall bear its own cost and expense (including attorney fees and an

equal share to the cost of the mediator or arbitrator).

16.6.5 Maximum Awards. The maximum amount a party may seek in any dispute before, during or after

mediation, awarded by an arbitrator or any jurisdiction county, state or federal, is the amount of the lesser equal to

the partners initial Capital Contribution, Capital Account minus pro rata losses or gains, minus all previous

distributions, or the redemption clause further seen in 8.3.2.2. No mediator, arbitrator or any jurisdiction county,

state or federal will have the authority to award punitive or other damages.

16.6.6 Commercial Mediation or Arbitration Rules. Any Dispute submitted for mediation or arbitration shall be

subject to this Article. The Article shall be controlling.

16.6.7 Mediation. Any Dispute that cannot be settled through negotiation as described in this article may proceed

to mediation. The Parties shall try in good faith to settle the Dispute by mediation, which each of the parties to the

Dispute must attend in person, before resorting to arbitration. If, after no less than three (3) face to face meditation

sessions, mediation proves unsuccessful at resolving the Dispute, the parties may then, and only then, resort to

arbitration. If the initial mediation(s) does not completely resolve the Dispute, any party may request, for good cause

(which shall be specified in writing) a different mediator for subsequent mediation(s) by serving Notice of the

request to the other parties for approval. If good cause exists, such request shall not be unreasonably denied.

16.7.1 Selection of Mediator. The complaining party shall submit a request for mediation to the General Partner.

The General Partner will appoint a qualified mediator to serve on the case. The parties will be provided with a

biographical sketch of the mediator. The parties are instructed to review the sketch closely and advise the General

Partner of any objections they may have to the appointment in writing with (5) days of receipt. If no objections are

received within this time frame, the mediator shall be deemed acceptable and mediation scheduled as soon as

possible thereafter.

16.8 Arbitration. Any Dispute that remains unresolved after good faith negotiation and three (3) failed mediation

sessions shall be settled by arbitration. Judgment on the award rendered by the arbitrator (s) may be entered in any

court having jurisdiction.

16.8.1 Selection of Arbitrator. The complaining party shall submit a request for Arbitration to the General Partner.

The General Partner will appoint a qualified Arbitrator to serve on the case. The parties will be provided with a

biographical sketch of the Arbitrator. The parties are instructed to review the sketch closely and advise the General

Partner of any objections they may have to the appointment in writing with (5) days of receipt. If no objections are

received within this time frame, the Arbitrator shall be deemed acceptable and arbitration scheduled as soon as

possible thereafter.

16.8.2 Consent to Waive a Trial. The Limited Partner consents and agrees to waive his or her right to trial and

suit.

XVII.

Miscellaneous

17.1 Counterparts. The Agreement may be executed in several counterparts, and all shall constitute one

Agreement binding on all parties hereto, notwithstanding that all of the parties are not signatory to the original or the

same counterpart.

17.2 Successor and Assignee. The terms and provisions of the Agreement shall be binding upon and shall inure

to the benefit of the successor and assigns of the respective partners.

17.3 Governing Law. This Agreement shall be construed in accordance with, and governed by laws of the state

of Texas. In addition, any and all judicial proceedings shall take place in Dallas County, Texas.

17.4 Void Provisions. In the event any part of this Agreement is declared by a court of competent jurisdiction to

be void, such part shall be deemed severed from the remainder of the Agreement and the balance of the Agreement

shall remain in effect.

17.5 Notices. All notices under this Agreement shall be in writing and shall be given to the partner entitled

thereto by personal services, or by certified or registered mail, return receipt requested, except that the notice of any

meeting or the furnishing of a financial statement to the partners may be done by regular mail. All notices sent shall

be posted to the address maintained by the Partnership for such person or at such other address as he or she may

specify in writing. Any notice hereunder shall be deemed received after 48 hours from the date and time of post

mark if it is deposited with the U.S. mail pursuant to the above, if mailed, or when personally received if the mail

service is not used.

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17.6 Captions. Paragraph titles or captions contained in this Agreement are inserted only as a matter of

convenience and for reference only.

17.7 Context. Whenever required by the context hereof, the singular shall include the plural, and vice versa, the

masculine gender shall include the feminine and the neuter genders and vice-versa, and the word "person" shall

include any natural person, Partnership, corporation, association, or other legal entity.

17.8 Legend. Any certificate, document or instrument evidencing any right or interest of any Partnership shall

bear such legend or legends as may be required to comply with applicable requirements of any governmental

authority.

17.9 Force Majeure. The General Partner shall not be liable for any loss or damage of the Partnership caused by

strikes, labor troubles, riots, fires, blowouts, tornadoes, floods, earthquake, act of public enemy, insurrections, acts

of God, a real estate market decline, limited financing, decline property values, looting, vandalism, or a total

economic down turn.

17.10 Partition. Each party hereto irrevocably waives during the term of the Partnership any right that it may

have to maintain any action for partition with respect to the Partnership properties, as herein otherwise expressly

provided.

17.11 If any provision of this Agreement is determined to be invalid or unenforceable, to the maximum extent

permissible under applicable law, the reminder of this Agreement shall be unaffected and shall be enforceable.

17.12 Entire Agreement: This agreement constitutes the entire agreement between the Parties and supersedes any

prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises,

conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this

Agreement. This Agreement may be modified in writing and must be signed by both the General Partner and

Limited Partner.

17.13 EACH LIMITED PARTNER AGREES TO BE BOUND BY THE ENTIRE AGREEMENT AND

FURTHUR STATES THAT THEY HAVE READ AND FULLY UNDERSTAND THE ENTIRE AGREEMENT.

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THE SMART FUND, LTD.

40 UNITS OF LIMITED PARTNERSHIP UNITS

One (1) Unit

One Hundred Thousand ($100,000)

40 Unit Subscription Amount

THE FOLLOWING SUBSCRIPTION MATERIALS ARE ISSUED IN

CONNECTION WITH PRIVATE PLACEMENT MEMORANDUM

DATED SEPTEMBER 31, 2015 PURSUANT TO WHICH UNITS IN

THE PARTNERSHIP ARE OFFERED.

INSTRUCTION FOR SUBSCRIPTION

PLEASE EXECUTE AND SUBMIT THE FOLLOWING:

1. Subscription Agreement

2. Investor Questionnaire (Non Accredited Only)

3. Check made payable to THE SMART FUND, LTD.

4. Mail or Courier to: URBAN CAPITAL INC.

13601 Preston Road Suite 548 West

Dallas, Texas 75240

5. ACCT# _______________________

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SUBSCRIPTION AGREEMENT

URBAN CAPITAL, Inc.

13601 Preston Road Suite 548 West

Dallas, Texas 75240

The undersigned has received, read and understood the private placement memorandum dated

September 31st 2015 (the "Memorandum"), pursuant to which THE SMART FUND, Ltd., (the

"Partnership") is offering to the undersigned subscriptions for limited partnership Units (the

"Units").

1. By executing where indicated below, I will become a limited partner of THE

SMART FUND, Ltd. I have received, read and understood the Partnership Agreement and the

Memorandum pertaining to this Offering;

2. My Interest in the Partnership is evidenced by the number of Units allocated to

me, as set forth below, and all profits, losses and votes and interest in Partnership assets are

allocated to me in proportion to the number of Units allocated to me.

3. Upon acceptance of this subscription by the General Partner on behalf of the

Partnership, the undersigned does hereby irrevocably constitute and appoint the General Partner,

its successors and assignee, as his or her true and lawful attorney-in-fact and agent, to execute,

acknowledge, record and file, in the undersigned's name, place and stead, all instruments,

documents and certificates which may from time to time be required by federal and/or state laws.

4. The undersigned hereby represents, warrants to and covenants with the Issuer, its

agents and employees as follows:

(a) The undersigned has a net worth of at least $500,000 (exclusive of home, furnishings,

automobiles), or during the last taxable year had and during the next taxable year expects to have

a minimum gross income of $100,000, otherwise an Accredited Investor as defined in Section

501(a)(1) through (8) of Regulation D as adopted by the U.S. Securities and Exchange

Commission; or (b) The undersigned has such knowledge and experience in financial and business matters

that he or she is capable of evaluating the merits and risks in the investment in the Partnership.

(c) The undersigned has had an opportunity to ask questions of and received answers from

the Issuer, or any person or person acting on the Issuer's behalf, concerning the terms and

conditions of this investment and all such questions have been answered.

5. The undersigned acknowledges that he or she is aware, (a) that there are substantial

restrictions on the transferability of the Units and there is no secondary market for the Units (b)

of the risk factors set forth in the memorandum and understands that there is no assurance or

guarantees of capital preservation, income or profits (c) of the compensation to the general

partner in all forms described in the memorandum such as reimbursement of syndication

expresses, general and administrative costs, legal, accounting and printing costs and

organization costs, profit sharing, realtors commissions, and more.

6. The undersigned recognizes that the offer and sale of the UNITS to the undersigned were

based upon the representations and warranties of the undersigned contained in Paragraphs 1

through 6 above and hereby agrees to alternative dispute resolution procedures, more specifically

mediation. Any dispute between Limited Partners and the Issuer related to the purchase of Units

which is not resolved with informal discussion will be submitted to a mutauly accepted medation

service or provider. The parties to the mediation shall bear the cost equally.

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SIGNATURE PAGE OF PARTNERSHIP

AGREEMENT FOR THE SMART FUND, LTD.

1. Number of UNITS _____________at $100,000 = $____________________________

2. Make check payable to: THE SMART FUND, LTD.

For joint accounts, BOTH PARTIES please provide full names.

Printed Name: __________________________ Social Security No. ______________________

______________________________________ _____________________________________

Signature Date

Printed Name: __________________________ Social Security No. ______________________

______________________________________ _____________________________________

Signature Date

Address: _____________________________________________________________________

Street

_____________________________________________________________________________

City State Zip Code

Mailing Address: _______________________________________________________________

Street

______________________________________________________________________________

City State Zip Code

Home Telephone: ( _______ ) - ___________________________________________

Business Telephone: ( _______ ) - ___________________________________________

Email Address: _________________________________________________________________

CHECK ONE:

____ Individual Ownership ____ Trust

____ Partnership Ownership ____ Tenants in Common

____ Corporate Ownership ____ Tenants by the Entirety

____ Community Property ____ Joint Tenant with Right

of Survivorship

FOR TRUST:

____________________________________________________________________________

Name of Trust Date Name of Trustee

of Trust of Established Administrator

ALL ACCREDITED INVESTORS INITIAL THE FOLLOWING ITEM:

(______) I am an Accredited Investor Defined by the Securities and Exchange Commission

39 | P a g e

SECTION A

ITEM 1:

ALL ACCREDITED INVESTORS MUST INITIAL THE FOLLOWING ITEM:

(______) I understand that the representations contained in this Section B are made for the

purpose of qualifying me as an accredited investor as that term is defined by the U.S. Securities

and Exchange Commission. I hereby represent that the statements initialed below are true.

ITEM 2:

INDIVIDUAL ACCREDITED INVESTORS MUST INITIAL ONE OR MORE OF THE

FOLLOWING TWO STATEMENTS WHICH ARE TRUE:

( _____) I hereby certify that I am an accredited investor because I have an individual income in

excess of $200,000 in both 2013 and 2014, or joint income with my spouse of $300,000 in both

2004 and 2005, and I reasonably expect to attain levels of income in 2015 at least equal to this

amount.

OR

(______) I certify that I am an accredited investor because I have an individual net worth in

excess of $1,000,000.

ITEM 3:

ACCREDITED PARTNERSHIPS, CORPORATIONS OR OTHER ENTITIES, WHICH

ARE NOT TRUSTS, MUST INITIAL AT LEAST ONE OF THE FOLLOWING:

(______) One behalf of the investor, I hereby certify that the investor has a net worth of at least

$5,000,000, and the investor was not formed for the specific purpose of this investment.

OR

(______) On behalf of the investor, I hereby certify that all of the beneficial owners of equity in

the investor qualify as accredited individual investors under either Items 2A or 2B above invest

investors attempting to qualify under this Section must also initial Items 2A or 2B above, and

may and may be required to furnish additional information

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ITEM 4:

ACCREDITED TRUSTS MUST INITIAL AT LEAST ONE OF THE FOLLOWING

STATEMENTS:

(______) On behalf of the investor, I hereby certify that the investor is a trust with total assets in

excess of $5,000,000, not formed for the specific purpose of investing in the Partnership, whose

purchase is directed by a sophisticated person having such knowledge and experience in

financial

matters that he or she is capable of evaluating the merits and risks of an investment in the

Partnership.

OR

(______) On behalf of the investor, I hereby certify that all of the beneficial owners of equity in

the investor qualify as accredited individual investors under either Items 2A or 2B above.

Investors attempting to qualify under this Section must also initial items 2A or 2B above, and

may be required to furnish additional information.

41 | P a g e

SECTION C

ALL NON-ACCREDITED INVESTORS MUST COMPLETE THIS SECTION.

ACCREDITED INVESTORS SHOULD PROCEED TO SECTION D.

The following information is to be provided by prospective partners who are individuals, or by

the person making the investment decision on behalf of corporations, partnerships, trusts or other

entities, or by persons making the investment decision on behalf of individuals investing as Joint

Tenants.

1) Education:

College or University:_____________________________________________ Year_________

Doctorate:_______________________________________________________ Year_________

Master: _________________________________________________________ Year_________

Bachelors:_______________________________________________________ Year_________

Other Specialized Education: ______________________________________________________

List all Professional Memberships or Licenses: ________________________________________

2) Occupation : Present or previous occupation and employer:

_____________________________________________________________________________

_____________________________________________________________________________

3) Investment experience: (Please Check those that you have experience in)

( ) Equities ( ) Bonds ( ) Real Estate ( ) Cert. of Deposits

( ) Mutual Funds ( ) Options ( ) Partnerships ( ) Annuities

( ) Oil & Gas ( ) Private Placements ( ) Live Stock ( ) Technology

Other investments not listed above _________________________________________________

4) Self Rating (Please Check One)

( ) Sophisticated Investor

( ) Moderate Investor

( ) Unsophisticated Investor

5) I have made the following additional investments which may reflect my knowledge and

experience in financial and business matters.

_______________________________________________________________________

6) PLEASE INITIAL THE APPROPRIATE ALTERNATIVE:

(_______) I have a net worth of at least $500,000 (exclusive of home, furnishings, auto-mobiles and

proposed investment in the Partnership), and had during the last taxable year, and expect

in the current year, a minimum gross income of $100,000.

OR

(_______) I have such knowledge and experience in financial, tax and business matters that I am

capable of utilizing the information made available to me in connection with the offering

of the Units, of evaluating the merits and risks of an investment in the Units, and making

an informed investment decision with respect to the Units.

42 | P a g e

SECTION D

ALL INVESTORS REPRESENT THAT:

(a) The information contained herein is complete and accurate and may be relied upon;

(b) I have read and understand the information made available to me in the memorandum; and

(c) I will notify you immediately of any material change in any information occurring prior to

acceptance of my subscription.

IN WITNESS WHEREOF, the undersigned has initialed the foregoing statements and

executed this Questionnaire as of this _______ day of __________________, 201__.

_______________________________________________

Signature of Prospective Investor

________________________________________________

Printed Name of Prospective Investor