StablesOnline.com Inc., and its principal continue to be involved for over thirty-five years in virtually every aspect of the thoroughbred racing industry. It is intended that StablesOnline.com Inc., provide a prominent professional team of agents and veterinarians who shall be involved in the selection and purchasing process of each yearling as well as providing experienced professional management in arranging, coordinating, monitoring and evaluating all of the operations in the horses' careers. StablesOnline.com Inc., may be removed as Management Agent by vote of a majority in interest of the Partners. StablesOnline.com Inc., fee for management is one thousand dollars ($1,000) per month. StablesOnline.com Inc., will provide, without limitation, the following services:

1. Provide, via e-mail, all partners with a password for access to, and use of "Stable View".

Stable View is the Partnership's exclusive interactive web page dedicated to bringing to each Partner a favorable combination of facts, circumstances, time and place to effectively participate online in the sport of Thoroughbred horse racing for enjoyment and potential of profit - from the comfort of his/her personal computer (* Indicates that information relative to this subject will be available via Stable View).

2. *Maintain the Partnership bank account.

3. *Engage trainers, veterinarians, jockeys, farriers and other administrative staff.

4. *Obtain liability insurance and mortality or loss of use insurance.

5. *Schedule and maintain records of Partnership voting and Internet meetings.

6. *Provide audio, video, replays, web cams, photographs and monthly reports on the status of the Partnership's horses.

7. *Provide for the preparation of quarterly financial statements and annual Partnership tax returns prepared by independent certified public accountants.

8. *Maintain licensing and registration records to ensure racing eligibility.

9. *Provide all partners of race scheduling, watch and wager convenience and results.

All major business decisions regarding the horses will be subject to decision of the partners by vote of a majority in interest. In the event the Partners do not concur in any decision of the Management Agent, they may terminate the Management Agent's contract, provided that such termination acts to also terminate any future obligation of the Management Agent to fund operating deficits during the initial term of the Partnership.

The Management Agent may purchase units in the Partnership.

The Partnership will retain the services of an appropriate leading trainer for horses determined to be best suited for racing in California, Florida, Kentucky or New York as well as in those cases where it is determined to train and/or race a Partnership horse in other parts of the United States and/or Australia, Dubai, Europe and Japan.

The training rate is estimated at eighty dollars ($80) per day. This is believed to conform to the national average and is intended to assure the finest quality in care. This rate basically includes the cost of training, boarding at the track, feed, general care and grooming. In addition to the trainer's per day rate, the trainer also receives ten percent (10%) of the horse's purse earnings, when the horse finishes first, second or third.

The Management Agent and/or the trainer will secure the services of a jockey to ride the Partnership's horse in a race. A jockey is paid a nominal fee to ride the horse. The fee depends on the racetrack where the race is held, the amount of the purse and the finish position of the horse in the race. Each racetrack is different with respect to jockey fees and each publishes its own fee schedule. When a horse wins a race (first place finish), in lieu of a flat riding fee, the jockey is generally paid ten percent (10%) of the horse's gross purse earnings. At some racetracks, the jockey does, in fact, receive a percentage of the purse even if the horse does not finish in first place, the percentage varying from racetrack to racetrack.

In addition, in most cases, when a horse wins a race, a "stable bonus" is given to the horse's groom and/or barn help. The bonus is not a fixed figure, but generally, it is one hundred dollars ($100) for winning any type of race other than a stakes race. If a horse wins a stakes race, the stable bonus could be as high as two percent (2%) of the horse's gross purse earnings for a first place finish, or somewhat lower for finishes second through fifth place.

To the extent possible, the Management Agent will endeavor to obtain for each partner all special privileges afforded to owners at a particular racetrack upon their request via e-mail.

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