Purpose: Acquisition of seven thoroughbred yearling colts, as specifically identified in the Subscription Agreement, for enjoyment and possible profit.

Term: The Partnership will commence on the earlier of November 1, 2011 or when all units have been subscribed and will terminate on December 31, 2013.

Capitalization: A total of $2,500,000 to cover the purchase of the Horses and all expenses not covered by operating income during the Term.

Units: A total of 100 units at a cost of $25,000 each. A unit represents a 1% interest in the Partnership. Prospective partners are required to reserve for purchase any number of the units. Further, StablesOnline.com Inc., may elect to reserve and purchase units. Units purchased are payable in full upon signing the Partnership Agreement.

The Partnership will establish a working capital reserve fund to cover all expenses for the first twelve months' management of the seven Horses. Thereafter, all expenses incurred shall be deducted from capital reserve and the Horses' earnings.

The Subscription Period for contributions to the capital of the Partnership is currently open by reservation only see Presale Delivery Instructions. The Subscription Period will terminate on July 1, 2011 or earlier, if fully subscribed. Upon full subscription StablesOnline.com Inc., will furnish e-mail notice of same to each subscriber to purchase his/her units held in reserve.

Prior to receipt of all capital contributions, StablesOnline.com Inc., reserves the right to terminate the subscription at its discretion by furnishing e-mail notice of same to each subscriber and by returning his/her funds.

The contributions to the capital of the Partnership will be received by StablesOnline.com Inc., and at such time will be recorded, deposited and held in trust in a Premier Platinum Banking Account in the name of the Management Agent at CHASE The CHASE Manhattan Bank and/or HSBC (The Worlds Local Bank), for the benefit of each subscriber. When all contributions have been received, the proceeds will be retained to be used only for the purposes set forth under "Sources and Uses of Proceeds", herein.

StablesOnline.com Inc., will make available to each prospective partner and his/her representative or advisor, any documents related to this transaction as well as the opportunity to ask questions via e-mail and receive answers via e-mail concerning any aspect of the Partnership.

Prospective partners should not construe the contents of this document as being legal, tax, accounting or expert advice. Each partner should consult with one's own counsel, accountant or other professional advisors as to all legal, accounting, tax and other matters.

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