Florida Limited Liability Partnership Agreement

Document Sample
Florida Limited Liability Partnership Agreement Powered By Docstoc
					                                     SECTION A
                      A FLORIDA LIMITED LIABILITY PARTNERSHIP
                       SOUTH FLORIDA WIRELESS PARTNERS, LLP
                             SUBSCRIPTION AGREEMENT


1.   Subscription.
     (a) Subject to the terms and conditions here to the undersigned partner (“Partner”) subscribes
     for, and agrees to purchase, the number of limited liability partnership units (“Units”) as set
     forth on page A4 of this Subscription Agreement and Counterpart Execution Page (“Subscription
     Agreement”) in South Florida Wireless Partners, LLP, a Florida Limited Liability Partnership (the
     “Partnership”).
     (b) Partner tenders to the Partnership payment of $23,950 per Unit (½ Unit minimum purchase
     provided, however that at no time shall there be more than 98 partners owning Voting units) which
     payment shall be in the form of checks or money orders payable to “Mark B. Goldstein, P.A. as
     Escrow Agent for South Florida Wireless Partners, LLP” in the amount of $23,950 per Unit.
	    (c)	 Partner	also	submits	a	properly	executed	Confidential	Partner	Questionnaire,	FCC	Compliance	
     Questionnaire	and	Risk	Disclosure	Document.
2.   Representations and Warranties of Partner. Partner represents and warrants to the Partnership
     as follows:
     (a)    (i) I can bear the economic risk of losing my entire Partnership capital and can afford to hold
            the	Partnership	Units	for	an	indefinite	period	of	time;	(ii)	my	overall	commitment	to	invest-
            ments which are not readily marketable is not disproportionate to my net worth, and my
            participation	in	the	Units	will	not	cause	such	overall	commitments	to	become	excessive;	and	
            (iii) I have adequate means of providing for my current needs and personal contingencies and
            have no need for liquidity in my Units for which I am subscribing.
	    (b)	   I	have	such	knowledge	and	experience	in	financial	and	business	matters	that	I	am	capable	of	
            intelligently evaluating the merits and risks of participating in the Partnership and exercising
            my powers as a general partner.
     (c)    I acknowledge the following:
               (1)	 The	Partnership	has	been	formed	recently	and,	therefore,	has	no	financial	and	operat-
                    ing	history;	and	the	Units	are	a	speculative	endeavor	which	involve	a	high	degree	of	
                    risk and possible risk of loss by me of my entire participation.
               (2) The Units are not securities and therefore are not afforded protection under the
                   Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Acts”) and
                   have not been registered under the Acts or certain securities laws. Any Partner who
                   believes the Units are securities should not acquire Units. There are substantial restric-
                   tions on the transferability of the Units imposed by the Partnership Agreement.




                                                  A-1
                                                                                             ______________
                                                                                                  Initial
          (3)	 I	understand	that	this	wireless	business	may	not	be	profitable	and	I	may	lose	my	entire	
               participation. I understand that additional operating capital may be required in the
               future and the raising of additional operating capital may result in my Units in the
               Partnership being diluted.
          (4)	 The	Licensee	and	Recruiter	are	receiving	25	Non-Voting	Units	in	the	Partnership	
               for services rendered: said units shall not be eligible to vote on any partnership issue
               or	decision	until	the	conclusion	of	the	initial	meeting	of	partners.	No	independent	
               valuation has been conducted and such Units were not issued in an arm’s length
               transaction.
          (5)	 The	Partnership	Recruiter	and	through	the	Partnership	Recruiter,	brokers	and	sell-
               ing agents, are receiving a commission of approximately 44% of the gross proceeds
               raised.	 Some	 portion	 of	 this	 includes	 the	 Partnership	 Recruiter’s	 costs	 incurred	
               including but not limited to Partnership administration. Included in the incurred
               costs	 are	 maintaining	 the	 office,	 telephones,	 offering	 expenses,	 brochures,	 adver-
               tising costs, organizational costs, accounting fees, subscribers surveys, and other
               marketing expenses.
          (6)	 I	HAVE	REVIEWED	THE	BROCHURE	ACCOMPANYING	THESE	SUBSCRIP-
               TION	DOCUMENTS		WITH		SPECIFIC		FOCUS		ON		THE		RISK		DISCLOSURES	
               ACCOMPANYING	THE	BROCHURE.			I	UNDERSTAND	THAT	THERE	ARE	
               NUMEROUS	RISK	FACTORS	ASSOCIATED	WITH	THE	ACQUISITION	OF	A	
               UNIT	IN	THE	PARTNERSHIP	AS	SET	FORTH	IN	THE	BROCHURE.		I	HAVE	
               HAD	THE	OPPORTUNITY	TO	CONSIDER	THE	RISK	FACTORS	AND	HEREBY	
               ACQUIRE	UNITS	IN	THE	PARTNERSHIP	WITH	A	FULL	UNDERSTANDING	
               OF	SUCH	RISK	FACTORS.	I	HAVE	READ	AND	AGREE	TO	BE	BOUND	BY	
               ALL	OF	ITS	TERMS.
(d)	 The	statements	and	information	provided	in	the	Partner	Questionnaire	and	the	FCC	Com-
pliance	 Questionnaire	 which	 accompany	 this	 Subscription	Agreement	 and	 all	 other	 information	
provided by me are complete and accurate in all respects.
(e) The foregoing representations and warranties are complete and accurate in all respects as of
the date hereof.
(f) By executing where indicated below, I have become a Partner of the Partnership. The
Partnership is formed according to the terms and conditions of the Partnership Agreement of the
Partnership, to which this page shall be attached and become a part of.
(g) I understand that the Partnership is raising capital to acquire certain rights to: (i) certain con-
tracts for FCC license rights for the wireless market, (ii) broadcast equipment, (iii) tower, transmis-
sion	and	reception	equipment,	(iv)	leases	for	offices	and	warehouses,	(v)	operational	contracts	and	
inventory	of	subscribers	related	equipment;
(h) My interest in the Partnership is evidenced by the number of Units allocated to me, as set
forth	below,	and	all	profits,	losses,	votes,	and	interest	in	Partnership	assets	are	allocated	to	me	in	
proportion	to	the	number	of	Units	allocated	to	me;	and
(i)   I understand that I am a Partner, and as such (i) have an absolute right to vote on all matters


                                              A-2
                                                                                         ______________
                                                                                              Initial
        concerning the Partnership, according to the terms and provisions of the Partnership Agreement and
        (ii) may become involved in the day-to-day management of the partnership and in decision-making
        in accordance with the terms of the Partnership Agreement.
3.	      Indemnification. Partner acknowledges that he understands the meaning and legal consequences
of	the	representations,	warranties,	and	agreements	contained	in	Paragraph	2	hereof;	that	the	Partnership	
is relying on the accuracy of the representations, warranties and agreements by Partner as contained
herein, and that Partner would not be permitted to purchase any Units if any representation or warranty
were known to be materially false. Accordingly, Partner hereby agrees to indemnify and hold harmless,
the Partnership and its agents and attorneys from and against any and all loss, damage, liability, cost or
expenses due to or arising from a breach of any representation warranty or agreement of Partner contained
in this Subscription Agreement.
4.       General Provision.		The	terms	used	herein,	if	not	herein	defined,	shall	have	the	meanings	attrib-
uted to such terms in the Partnership Agreement. All pronouns and any variations hereof used herein shall
be deemed to refer to the masculine, feminine, neuter, singular and plural as the identity of the person or
persons may require. The Subscription Agreement shall be enforced, governed and construed in all respect
in accordance with the laws of the State of Florida. The representations, warranties and agreements herein
shall survive the execution of the Subscription Agreement.
	        Partner	acknowledges	his	understanding	of;	and	agrees	to	be	bound	by	all	of	the	terms	and	provi-
sions of this Subscription Agreement.




Dated: ______________                        Partner’s Signature ______________________________


	                        	                   Number	of	Units________


Dated:_______________	                       Co-Partner’s	Signature ___________________________




                                                   A-3
                                                                                            ______________
                                                                                                 Initial
                                 SOUTH FLORIDA WIRELESS PARTNERS, LLP
                                A FLORIDA LIMITED LIABILITY PARTNERSHIP

SUBSCRIPTION	FOR	PARTNERSHIP	UNIT(S)	½	UNIT	MINIMUM	PURCHASE,	PROVIDED	
HOWEVER	THAT	AT	NO	TIME	SHALL	THERE	BE	MORE	THAT	98	LIMITED	LIABILITY	
VOTING	UNITS.
Number	of	Units	Applied	for________
A price per Unit is $23,950 broken down as follows:
Purchase of the License equipment and engineering services to develop the System:
                                                            ____________        $20,000 per Unit
Operating	Reserves:	                                        ____________         $3,000 per Unit
Legal	and	Regulatory	Fees	of	the	Partnership	and	use	by	the	entity	from	which	the	Partnership	is	acquir-
ing the License and rights to the System, Compliance Costs and Escrow Agent Fees:
                                                            ____________ $ 950 per Unit (or fraction thereof)


PARTNER	INFORMATION:

Name: ______________________________________________________________________________
																				(Please	Print	Name(s)	in	which	your	Units	are	to	be	held)

Social	Security	or	Tax	Payer	ID	Number(s)_________________	_________________

Mailing Address: (For receipt of Partnership communications)

Street: ______________________________________________________________________________

City:_________________________________________ State: ___________ Zip Code:______________


Telephone	Number(s):
_____________________________                        __________________________             _______________________
  Business                                             Home                                   Fax

E-Mail Address: _______________________________________________________

Type	of	Ownership:	(Check	one)
        	 Individual	ownership	(or	Individual	Retirement	Account)
        	 Joint tenants with right of survivorship
        	 Community property
        	 Tenants by the entireties
        	 Tenant-in-Common
        	 Corporation
        	 Partnership
        	 Trust or Fiduciary Capacity (specify _______________ )
                                                                     A-4
                                                                                                         ______________
                                                                                                              Initial
                FOR INDIVIDUAL, JOINT TENANTS, COMMUNITY
         PROPERTY, TENANTS BY THE ENTIRETY OR TENANTS-IN COMMON:


___________________________________________         __________________________________________
              (Signature of Partner)                           (Signature of Co-Partner)

___________________________________________         __________________________________________
	             (Type	or	Print	Name)	                             (Type	or	Print	Name)

___________________________________________         __________________________________________
	                    (Date)	                                          (Date)




                FOR CORPORATION, TRUST, PARTNERSHIP, EMPLOYEE
                        BENEFIT PLAN OR OTHER ENTITY:

                    By: _______________________________________________
                              (Signature	of	Authorized	Representative)

                      __________________________________________________
                                  (Type	or	Print	Name	of	Entity)

                      __________________________________________________
                                   (Type	or	Print	Name	of	Title)

                      __________________________________________________
                                            (Date)




                       FOR AGENT / DEALER COMPLETION ONLY:
                                (Agent / Dealer Name)

                    By: _______________________________________________

                                  The	Griffin	Hill	Group,	Inc.
                                  Mitchell	Newman,	President
                                 8001 SW 36th Street, Suite 12
                                       Davie,	FL	33328




                                              A-5
                                                                                 ______________
                                                                                      Initial
                                        SECTION B
                          SOUTH FLORIDA WIRELESS PARTNERS, LLP
                         A FLORIDA LIMITED LIABILITY PARTNERSHIP
                          CONFIDENTIAL PARTNER QUESTIONNAIRE


         All information furnished herein is for the sole use of the partnership and its counsel, and will be
held	in	confidence	by	them.
1.      GENERAL INFORMATION (Type or Print)
	       A.	 Name	of	Partner(s) _________________________________________________________
        B. Home Address _____________________________________________________________
        C. Home Telephone ___________________________________________________________
	       D.	 Marital	Status _____________________________________________________________
	       E.	 Other	states	in	which	you	maintain	residence: ____________________________________
        F. State(s) in which you pay income tax: __________________________________________
        G. State in which you are registered to vote: ________________________________________
        H. State in which you hold a valid drivers license: ___________________________________
        I.   Identify any person who will invest with you as joint tenants, tenants by the entireties &
             tenants-in-common or community property ______________________________________
	       J.	 I	am	a	citizen	of	the	United	States:	___	Yes	___	No


2.      FINANCIAL AND BUSINESS KNOWLEDGE AND EXPERIENCE (Type or Print)
     NOTE:     PLEASE COMPLETE THIS SECTION CAREFULLY. PROVIDE COM-
PLETE ANSWERS TO ALL THE SECTIONS. THE PARTNERSHIP SHALL RELY ON YOUR
FINANCIAL AND BUSINESS KNOWLEDGE AND EXPERIENCE IN DETERMINING IF YOU
POSSESS THE SUITABILITY REQUIREMENTS TO BECOME A PARTNER.
        A.       Present occupation or employment, indicating name of employer, current position and title,
nature of duties, nature of employer’s business and period of employment:
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________




                                                     B-1
                                                                                               ______________
                                                                                                    Initial
	       B.	     Prior	occupations	or	employment	indicating	with	the	specificity	described	in	A	above	all	
positions held during the past ten years:
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
        C.       Educational background including schools, subjects of study and degrees:
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
	       D.	     List	any	professional	licenses	(e.g.	bar	admission,	accounting	certifications,	federal	or	state	
broker-dealer or investment advisor licenses):
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
	        E.	      Your	 investment	 experience,	 indicating	 nature,	 amounts	 and	 dates	 of	 investment.	A	
description of the nature of the investment should include the type of investment (e.g. stock, bonds, partnership
interest), the nature of the business (e.g. real estate, oil and gas, hi-tech, equipment leasing, manufacturing),
and if the investment was publicly or privately offered:
	 Nature	of	Investment			                     Nature	of	Business	                           Public	or	Private
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
        F.       Fill in the actual or estimated annual income of Partner for each year listed below:
                 2005 $_______
                 2006 $_______
                 2007 $_______
                 _____ Individual                   _____Joint with Spouse
                 Initial                             Initial

                                                      B-2
                                                                                                ______________
                                                                                                     Initial
       G.       Fill in the net worth of partner including the fair market value of home(s), furnishing and
automobile(s) as of the date of this Subscription Agreement: $ ___________
                _____ Individual                   _____Joint with Spouse
                 Initial                            Initial

        H.      I am hereby interested in becoming a Managing Partner of the Partnership in accordance
with Section 7.3 of the Partnership Agreement and authorize the inclusion of my name on a ballot for such
purpose.
                _____ Yes	                         _____No
                 Initial                            Initial



3.      REPRESENTATION AND WARRANTIES
        Partners represents that:
	      	        (a)	   The	information	contained	in	this	confidential	Partner	Questionnaire	is	true,	complete	
and accurate, and may be relied upon by the Partnership.
                (b)     He understands that a false representation may constitute actionable conduct, and
that any person(s) who suffers damage as a result thereof may have a claim for damages.


Dated: _____________                              ___________________________________________
                                                  (Partner’s Signature)
                                                  ___________________________________________
                                                  (Co-Partner’s Signature)




                                                     B-3
                                                                                              ______________
                                                                                                   Initial
                                      SECTION C
                        SOUTH FLORIDA WIRELESS PARTNERS, LLP
                       A FLORIDA LIMITED LIABILITY PARTNERSHIP
                           FCC COMPLIANCE QUESTIONNAIRE

1.   Partner is (check one)
      Individual               	Corporation
      Partnership              	other (attach description)

2.    If individual or Partnership, is the individual or each member of the Partnership a citizen of the
      United States?
	     YES	      _________ NO	              _______

3.    If a Partnership is a partnership, provide a list stating the name, address, citizenship, and principle
      business of each Partner and their percentage interest in the Partnership. If any of the Partners are
      related by blood or marriage, state that relationship.
       _____________________________________________________________________________
       _____________________________________________________________________________
       _____________________________________________________________________________

4.    Is Partner or any party to the Partner an agent or representative of a foreign government?
	     YES	      _________ NO	              _______

5.    If Partner is a corporation (or an incorporated association), please attach the following:
      (a)     Under the laws of which state or country is it organized?
      (b)     Attach a list stating the names, addresses, citizenship, and principal business of each person
              holding	five	percent	(5%)	or	more	of	each	class	of	stock,	warrants,	options	or	debt	securities	
              of	the	corporation;	state	the	amount	and	percent	of	each	stock	or	other	security	held	by	such	
              person or persons if the stock or other security is held on behalf of any person or entities
              other than the holder. Then provide the name, address, citizenship and principle place of
              business	of	that	person	or	entity;	if	any	persons	listed	in	response	to	this	question	are	related	
              by blood or marriage, then state the relationship.
      (c)	    The	address	of	Partner’s	principal	office. _______________________________________
               _______________________________________________________________________
      (d)	    Is	any	director	or	officer	an	alien?	(If	yes,	provide	full	details	on	an	attachment	if	more	space	
              is required).
	     YES	                       _________ NO	                 ________
      (e)	    Is	more	than	one-	fifth	(1/5)	of	the	capital	stock	voted	by	aliens	or	their	representatives	or	
              by a foreign government or its representative, or any corporation organized under the laws
              of a foreign government? (If yes, provide full details on an attachment if more space is
              required).
	     YES	                     _________ NO	                ________



                                                   C-1
                                                                                               ______________
                                                                                                    Initial
       (f) Is partner directly or indirectly controlled by any other corporation? (If yes, provide full details
              on an attachment if more space is required).
	      YES	                       _________ NO	              ________
       (g)	     Is	partner	directly	or	indirectly	controlled	by	any	corporation	of	which	any	officer	or	more	
                than	one-forth	(1/4)	of	the	directors	are	aliens?	(If	yes,	provide	full	details	on	an	attachment	
                if more space is required).
	      YES	                        _________ NO	               ________
       (h)	     Is	more	than	one-forth	(1/4)	of	the	capital	stock	of	any	controlling	corporation	owned	by,	or	
                voted	by;	aliens	or	their	representatives;	a	foreign	government	or	its	representatives;	or	any	
                corporation organized under the laws of a foreign government? (If yes, provide full details
                on an attachment if more space is required).
	      YES	                       _________ NO	                ________
       (i)      Under the laws of what state or country is each such controlling corporation organized?
	      YES	                     _________ NO	               ________

6.	    Attach	a	list	of	Partners	subsidiaries,	if	any.	The	FCC	defines	a	“Subsidiary”	to	be	any	business	
       in	which	the	Applicant	(or	officer,	director,	stockholder	or	key	management	personnel	of	the	Ap-
       plicant)	 owns	 five	 percent	 (5%)	 or	 more	 of	 the	 business	 and	 a	 description	 of	 each	 subsidiaries’	
       relationship to the Applicant.

7.		   Attach	a	list	of	partner’s	affiliates,	if	any.	The	FCC	defines	“affiliates”	as	any	business	which	holds	
       a	five	percent	(5%)	or	greater	interest	in	the	Partner;	or	any	business	in	which	a	five	percent	(5%)	
       or	greater	interest	is	held	by	another	company	which	holds	five	percent	(5%)	interest	in	the	Partner.	
       For	example,	Company	B	owns	5%	of	Partner	and	Company	C.	Companies	B	and	C	are	affiliates	
       of the Partner.

8.     Has Partner, or any of the Partner’s subsidiaries or any of the persons listed in response to question
       5(b) above, had any FCC station license or permit revoked or had any application for permit license
       or renewal denied by this Commission?
	      YES	                      _________ NO	               ________

9.	    Has	 Partner,	 or	 any	 of	 the	 Partner’s	 subsidiaries	 or	 affiliates,	 or	 any	 of	 the	 persons	 listed	 in	
       response	 to	 question	 5(b)	 above,	 been	 finally	 adjudicated	 guilty	 by	 any	 court	 of	 unlawfully	
       monopolizing radio communications, directly or indirectly, through control of manufacture or sale
       of	radio	apparatus,	exclusive	traffic	arrangement	or	any	other	means	of	unfair	competition?
	      YES	                         _________ NO	               ________

10.	   Has	Partner,	or	any	of	Partners	subsidiaries	or	affiliates,	or	any	of	the	persons	listed	in	response	to	
       question	5(b)	above,	ever	been	finally	adjudicated	guilty	by	any	court	of	unfair	competition?
	      YES	                      _________ NO	               ________

11.	   Has	Partner,	or	any	of	Partners	subsidiaries	or	affiliates,	or	any	of	the	persons	listed	in	response	to	
       question 5(b) above, ever been convicted of a felony by any state or federal court?
	      YES	                      _________ NO	               ________



                                                        C-2
                                                                                                      ______________
                                                                                                           Initial
12.	   Is	Partner,	or	any	of	Partner’s	subsidiaries	or	affiliates,	or	any	of	the	persons	listed	in	response	to	
       question 5(b) above, presently a party in any matter referred to in questions 8, 9, or 10 above?
	      YES	                      _________ NO	                ________

       If yes, please list on a separate sheet the common carrier and satellite radio services in which Partner
       and any of its principals has applied or is currently licensee or permittee.

       _____________________________________________________________________________
       _____________________________________________________________________________
       _____________________________________________________________________________

13.	   Does	the	Partner	hold	a	controlling	interest	in	any	medium	or	mass	communication	(i.e.,	a	control-
       ling	interest	in	a	daily	newspaper,	television	station,	an	AM	or	FM	radio	station,	a	Direct	Broadcast	
       Satellite transponder, a cable television system or a wireless cable television station)?
	      YES	                        _________ NO	               ________

	      If	yes,	list	the	specific	interest	on	a	separate	sheet	including	the	location of each daily newspaper,
       cable TV franchise, broadcast station or wireless cable facility and the specific	percentage of owner-
       ship interests in each.

14.	   Does	any	principal	in	the	Partnership	hold	a	controlling	interest	in	any	medium	of	mass	communica-
       tion	as	defined	above?
	      YES	                      _________ NO	               ________

	      If	yes,	list	the	specific	interest	on	a	separate	sheet	including	the	location	of	each	daily	newspaper,	
       cable TV franchise, broadcast station or wireless cable facility and the specific	percentage of owner-
       ship interests in each.

15.	   Does	 the	 Partner	 of	 any	 principal	 in	 or	 of	 the	 Partner	 hold	 any	 interest	 (whether	 controlling	 or	
       not) in any way medium of mass communication in the same area(s) as the proposed wireless
       application(s)?
	      YES	                         _________ NO	                  ________


Dated: _____________                                          __________________________________
	                        	                                 (Print	Name)

                                                              __________________________________
                                                           (Partner’s Signature)

                                                              __________________________________
	                        	                                 (Print	Name)

                                                              __________________________________
                                                           (Co-Partner’s Signature)




                                                        C-3
                                                                                                      ______________
                                                                                                           Initial
                                       SECTION D
                         SOUTH FLORIDA WIRELESS PARTNERS, LLP
                        A FLORIDA LIMITED LIABILITY PARTNERSHIP
                              RISK DISCLOSURE DOCUMENT

Risk Factors

               Purchase of the Partnership Units offered involves a high degree of risk. There is no as-
       surance that the risk factors listed below are comprehensive. Each prospective Partner should seek
       whatever	advice	he/she	feels	necessary	to	properly	evaluate	the	merits	and	risks	of	participation	in	
       the Partnership.

                1.	     Insufficient	Units	Sold;	No	minimum	sales	or	escrow. There is no minimum
       number of Units which must be sold nor is there provision to escrow proceeds for return to Limited
       Liability Partners if a minimum amount of proceeds are not raised. The escrow agreement is merely
       a	vehicle	to	provide	that	the	Partnership’s	law	firms,	compliance	agent	and	the	escrow	agent	are	
       paid without the sale of substantially all Units, the Partnership may not be able to operate and the
       purchases made by the other Limited Liability Partners may be jeopardized. However, in the event
       that	the	Partnership	does	not	raise	sufficient	proceeds	to	purchase	and	operate	the	System,	The	Grif-
       fin	Hill	Group,	Inc.	has	committed	to	the	Partnership	that	it	will	purchase	all	unsold	Units.

              2        Competition. The wireless communication business is highly competitive. Major
       competitive technologies including cellular telephones, personal communications systems and 800
       MHz Wireless systems may have an adverse effect on the future performance of the Partnership.

                3.	      Economic	Downturn. All projections contained herein are based on current eco-
       nomic conditions and assumptions that future economic conditions will be similar. The projections
       are merely the Initial Managing Partners best estimate of future performance based upon information
       supplied to it by third parties and not a guarantee of future performance. Invariably some, if not all,
       of the forecasts will not materialize. There is no assurance that such stability will continue in future
       years. Actual Partnership performance will depend upon many factors beyond the control of the
       Partnership and its Partners. However, successful operations are dependent upon the Partners of the
       Partnership	managing	their	affairs	competently.	No	assurance	can	be	given	that	the	Partnership’s	
       actual performance will match the projections. The projections depict operating losses during the
       initial years of operation.

                4.      Failure to Adequately Operate the Partnership.			To	generate	profits	and	create	
       value in the Partnership, the Partners must properly manage the affairs of the Wireless System. The
       Partners may manage the Partnership themselves or appoint a manager. While a Partner is not re-
       quired	to	have	experience	in	the	Wireless	business,	specifically,	a	Partner	is	required	to	have	sufficient	
       knowledge and experience of business affairs to allow him to intelligently exercise his power as a
       Partner. While a manager may have experience in this area, and while there is considerable expertise
       in the telecommunications industry which the Partnership could look to for support, no assurance
       can	be	made	that	the	affairs	of	the	Partnership	will	be	conducted	in	a	way	that	will	generate	profit	
       and/or	create	value.

                5.      Marketability of Partnership Units. There is, currently, no market for the Partner-
       ship Units, and there is no expectation that one will develop. The price per Unit price was arbitrarily
       set and should not be considered as representing the value of the Units offered.

                                                     D-1
                                                                                                 ______________
                                                                                                      Initial
               6.	     Absence	Or	Registration	or	Qualification	and	Liability. The Units are not be-
      lieved by the Limited Liability Partners to be securities. Therefore, the Partnership units will not be
      registered	with	the	Securities	and	Exchange	Commission	or	qualified	under	state	securities	laws.	
      Purchase of Partnership Units constitutes a Limited Liability Partner interest which subjects each
      Partner to limited liability for the debts and liabilities of the Partnership.
               7.      Restrictions on Transferability of Partner’s Units.	 	 	 There	 are	 significant	
      restrictions upon the transfer of any Partnership Unit purchased as provided for in the Limited Li-
      ability	Partnership	Agreement.	No	market	for	the	Units	is	expected	to	develop.	Consequently,	the	
      purchase of the Units should be regarded as long-term and non-liquid.
               8.      Availability of Wireless Licenses. There is no assurance that the Wireless
      Licenses	 mentioned	 herein	 will	 ultimately	 be	 available	 for	 ownership	 by	 the	 Partnership.	 No	
      responsibility can be assumed for decisions made by the FCC or other regulatory agencies. In
      the event the FCC rejects the Partnership’s application(s) for assignment for reasons based on
      engineering	or	other	technical	data	provided	by	the	Dealer	or	its	consultants,	it	will	seek	to	cor-
      rect	the	deficiencies	by	redrafting	the	application(s)	for	assignment	in	such	a	way	as	to	meet	FCC	
      requirements. In such an event, the resulting time delay may have a material affect on future
      projected operations.
               9.       FCC Regulations. The partnership will own the System, its equipment and operat-
      ing	systems.	However,	since	the	rules	of	the	FCC	place	various	constraints	upon	the	sale	and/or	the	
      transfer of licenses, the System will rely on the use of channels which have been leased from the
      respective	licensees.	The	transfer	of	the	commercial	licenses	will	occur	when	all	the	qualifications	
      of	the	FCC	have	been	met.	There	can	be	no	assurance	given	that	all	qualifications	will	be	met	or	
      that the licenses will ultimately be transferred. If the licenses are not transferred, the Partnership
      will enter into a long-term lease for their use.
               10.      Failure to Fully Fund the System. As disclosed in this document and in the Limited
      Liability Partnership Agreement, the Partnership will be permitted to utilize proceeds for develop-
      ment	of	the	System.	As	a	result,	there	are	certain	risks	to	the	Partnership	associated	specifically	with	
      the failure to fully fund the entire System. For example, if the Partnership is capitalized with less
      than	all	Units	its	sold,	the	capital	available	for	operations	will	be	substantially	reduced.	The	Griffin	
      Hill	Group,	Inc.	has	committed	to	purchase	all	unsold	Units	as	described	previously.		If	The	Griffin	
      Hill Group, Inc. fails to meet this commitment, the Partnership and the Limited Liability Partners
      could be adversely affected. In the event that adequate funds necessary to operate the System are
      not	raised,	the	Partnership	may	resort	to	debt	financing.	Debt	financing	will	require	that	specific	
      repayment of interest and principal be made on a regular basis.
               11.      No History of Operations. The Partnership is a newly organized Partnership having
      no operating history. Consequently, purchase of Partnership Units in the Partnership carries with it
      significant	risks.	No	revenues	have	been	generated	by	the	Partnership,	nor	are	any	expected	to	be	
      generated until such time that the Wireless System becomes operational. The likelihood of success
      of the Partnership should be considered in light of the events normally encountered in connection
      with the start up of a new Partnership.


Dated: ___________                        Partner’s Signature _____________________________

Dated: ___________                        Co-Partner’s Signature __________________________

                                                   D-2
                                                                                              ______________
                                                                                                   Initial

				
DOCUMENT INFO
Description: Florida Limited Liability Partnership Agreement document sample