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Murdock Opportunity Fund L.P.

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Information Memorandum

This Information Memorandum (the "Memorandum") is being furnished on a confidential basis so that a prospective investor may consider purchasing a limited partnership interest in The Murdock Opportunity Fund L. P. (the "Fund"). This Memorandum and the information contained herein may not be reproduced or used in whole or in part for any other purpose without the prior written consent of the Fund. By accepting delivery of this Memorandum, each prospective investor agrees to the foregoing and to return this memorandum if such person does not purchase an interest in the Fund.

Investment in limited partnership interests will involve significant risks due to, among other things, the nature of the Fund’s investments and actual or potential conflicts of interest, and there can be no assurance that the Fund’s objectives will be realized or that there will be any return of capital. Investment in the Fund is suitable only for sophisticated investors. Investors should have the financial ability and willingness to accept the risks (including, among other things, the risk of loss of investment and the lack of liquidity) that are characteristic of the investments described herein and should consult their financial advisors regarding the appropriateness of making investments in limited partnership interests. There will be no public market for the limited partnership interests and, subject to certain limited exceptions; the limited partnership interests will not be transferable.

The offering of limited partnership interests is being made solely pursuant to this Memorandum, and any information regarding the Fund or limited partnership interests in the Fund that is not contained herein shall not constitute an offering of limited partnership interests in the Fund. This Memorandum and the information contained herein supersede any other information or materials, which may have been previously provided in connection with the evaluation by any prospective investor of an investment in the Fund. No person has been authorized in connection with this offering to give any information or make any representations other than as contained in this Memorandum. This Memorandum does not constitute an offer to or solicitation of any person or entity in any jurisdiction in which it is unlawful to make such an offer or solicitation. In the event the terms of this Memorandum are inconsistent with or contrary to the terms of the Fund’s partnership agreement, such partnership agreement shall control. Prior to the consummation of the private placement, the Fund will make available to prospective investors the opportunity to ask questions of, and receive answers from, its representatives and to obtain additional information to verify the accuracy of the statements set forth herein.

The U. S. federal, state, local and foreign tax treatment of limited partnerships and their partners and investments in corporations is extremely complex and involves, among other things, significant issues as to the timing and character of the realization of income, gains and losses. This Memorandum does not set forth the tax consequences that may be applicable to Investors in the Fund. Accordingly, each prospective Investor is urged to consult its own tax advisor concerning the U. S. federal, state, local tax consequences of an investment in the Fund in light of the Investor’s own particular situation. Prospective Investors should not treat the contents of this Memorandum as advice relating to legal, taxation or investments matters and are advised to consult their own professional advisers concerning their participation in the Fund. Investors may request additional information by writing to or by calling:

Luis J. Mejia
Murdock Capital Partners Corp.
15 West 53rd Street 
31st Floor
New York, NY  10019
Tel.: (212) 421-2545
Fax: (212) 421-4460

THE LIMITED PARTNERSHIP INTERESTS WILL BE OFFERED ON A PRIVATE PLACEMENT BASIS AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THE LIMITED PARTNERSHIP INTERESTS MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR OTHER JURISDICTION HAS REVIEWED OR PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS MEMORANDUM OR THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE LIMITED PARTNERSHIP INTERESTS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE CONTENTS OF THIS MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATION FROM THE FUND OR ANY AFFILIATE OR REPRESENTATIVE THEREOF DO NOT CONSTITUTE INVESTMENT, TAX OR LEGAL ADVICE.

THESE LIMITED PARTNERSHIP INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. ANY PERSON WHO CANNOT AFFORD TO LOSE ITS ENTIRE INVESTMENT SHOULD NOT INVEST IN THE PARTNERSHIP INTERESTS OFFERED HEREBY.

CONTENTS

Investment Objective

Investment Strategy

Investment Methodology

Public/Private Equity

Management of the Fund

Summary



The Murdock Opportunity Fund L.P.

Investment Objective

The objective of the Fund is to achieve above average returns by pursuing alternative investments in public/private equity transactions that will be primarily opportunistic in their nature via event driven strategies. Event driven strategies seek to profit from special situations or opportunities that capitalize on critical funding situations for venture and early stage companies and capital structure imbalances that may occur. Various strategies may be simultaneously employed and the strategy for any portfolio investment may be changed as circumstances evolve and as deemed appropriate by the general partner. For example, there is no commitment to any particular asset class; investments will include private placements, bridge financing, mezzanine financing, long and short term equity and or debt investments, convertible debt, convertible stock, common stock and options. Pending investment, the Partnership will invest funds in short-term liquid instruments, including money market and other traditional bank product offerings and U.S. Treasury securities. The Partnership will have the ability to hedge publicly traded securities, options and futures.

This investment strategy has a short and long term holding period and variable volatility although certain public and private equity investments may have a holding period of 18 months to two years minimum. The Fund will provide the limited partners the ability to participate in various investment strategies that will seek to achieve returns in excess of passively managed funds, in all market climates. The Fund will employ strategies with sufficient flexibility to take advantage of changes in the public/private equity and/or debt marketplace.

In passive investments investors accept the systematic risk and marketplace returns that are measured by traditional benchmarks, i.e. returns achieved within an industry or returns reflecting a stated maturity. The Fund will seek to have a low correlation to the market enabling the Fund to profit in both bull and bear phases.

The principals of the Fund bring a successful track record in investment banking, financial analysis, corporate finance and advisory and money management utilizing absolute return strategies to produce returns in excess of passive investments. These core strategies encompass both venture and early stage company investments and relative value investments in the public stock markets. An overlay of hedging strategies will enable the Fund to maintain both short and long stock positions to leverage effectively price anomalies between securities. While it is true that leverage can create liabilities in excess of the actual investment, there exist sufficient risk management tools to insure that investment strategies effected stay within the boundaries of the Fund. As previously mentioned, the Fund will use and make investments in a wide spectrum of financial instruments and vehicles, however, derivatives such as swaps will not be used in the Fund to insure transparency.

Investment Strategy

As the bull market continues to age and slow down, or as some suggest has ended, the prudent investor will seek to diversify his/her investment holdings. While the Dow has outpaced its historical returns over the last several years, that performance statistically will prove difficult to match and to extend into the future. As a result, investments that have a high correlation with the market’s direction may be subject to losses as the Dow reverts to its historical patterns. Through the pursuit of the following strategies the Fund will seek to avoid loss of capital and more importantly look to take advantage of specific investment situations and volatility associated in the financial marketplace.

The Fund’s public/private equity strategies will provide an access to types of investments that are normally not available to the traditional individual investor. These would encompass investment strategies and hedging scenarios that can result in the public/private equity sector, including, but not limited to mezzanine financing, venture capital and special financing situations. These investments tend to have longer time horizons but tend to create significant stores of value that less patient investors fail to realize.

The Fund will also seek absolute returns in the debt market, including high yield bonds, convertible arbitrage, macro positioning, distressed securities and in the U.S. Treasury and Agency Market.

Performance Objective

The Fund will seek returns in excess of the risk free rate of return through the value added skills of its managers. The approach of the investment strategies will range from conservative to aggressive but always within the context of minimizing the loss of principal. As mentioned previously, leverage will be used as part of the Fund’s strategy to add incrementally to its returns. Hedging can be used both defensively and offensively and should not be eschewed because many fund managers have managed it poorly in the past.

Investment Methodology

The actual pursuit of an investment’s rate of return starts at the most basic level, to identify the fundamentals that will affect the short and long term prospects of a company and the general business and economic environments. By determining alternative rates of return it is possible to gain insight into what drives a particular investment. The objective of the Fund is to take advantage of event driven situations that provide an opportunity to realize returns in excess of benchmark targeted strategies. The Fund’s proprietary strategies will be applied to a universe of investments to filter out less advantageous investments that fail to meet the Fund’s requirements of using capital efficiently while maximizing potential relative to risk.

Economic Fundamentals

While we assess the U. S. economy and where it may be going by evaluating macro trends, such as rates of growth, their momentum and sustainability, this analysis alone does not provide the opportunities we are seeking. In event driven investing, while investments must be made within the context of the overall economy, the targeted investment and its relative value is of far greater importance. Opportunities for event driven investing may occur in difficult economic environments.

Public/Private Equity

The Fund will focus on equity selections in the private placement, public capital and venture capital markets that meet the general partner’s investment criteria. The foundation of our investment approach is stringent fundamental and quantitative analysis of a company, combined with developing a solid relationship with management, in-depth understanding of the industry group and product and the ability to anticipate any dynamic events leading to a change in the market’s perception of a company’s value. This may occur through future growth, the successful introduction of a new product, a sale, a merger/acquisition or an Initial Public Offering in the case of a private company.

Fundamental and Quantitative Analysis

The Fund will focus on publicly traded micro, small and mid cap stocks that have tended to under-perform the market for a variety of reasons. Many small and micro cap stocks tend to have limited research coverage by the major investment houses; as a result these stocks tend to be overlooked by institutional investors. Additionally the size of the float and the price of a company’s stock can also be a deterrent to the institutional investor. The Fund will produce its own proprietary analysis of a targeted company. The Fund will search for companies that have significant cash flow potential versus their industry, with more than 20 percent of the stock held by management in control positions and an annualized growth rate of 15 to 20 percent plus. The Fund will also seek companies that can finance further growth through earnings or through adding a moderate amount of debt or equity that does not significantly affect the company’s return on investment.

The Fund’s approach will be driven by opportunistic and event driven information which in our opinion has not been fully digested by the market. Consequently, it may not be reflected in the market valuation of the investments it makes and the stocks it buys. These events will be classified by: (1) the fundamentals of the company and (2) issues pertaining to the company’s stock price and direction focusing on the company’s stock’s behavior and relative movement and magnitude, and the factors determining the size and timing of those movements.

Management

It will be of maximum importance to the Fund that the management of a selected company possesses the following characteristics: The company must have a strong management team in place with a shared sense of entrepreneurship. The key people must also possess a successful track record that can be verified and their expertise should be industry related. In micro-cap companies we will also look for high insider ownership, as this tends to have a high correlation with the development of shareholder value. In times of impending crisis or economic downturn all equity partners need to be confident that each party will behave in an openly consultative, rational and intelligent manner. Developing strong principal-to-principal contacts will enable the Fund to encourage company management and significant equity partners to work together in this manner and establish critical trust in the company.

Industry

The Fund will carefully analyze the economic health of the company’s industry and the company’s position within that industry. Next the Fund will determine whether or not the company has any competitive advantage. Should strong competition exist, which is generally the case, the market needs to be large enough to sustain several successful companies. Additionally, the question of whether the market can support the addition of the company’s products or services needs to be answered.

Product and/or Services

The ideal product or service has many proprietary features that differentiate it from the company’s competitors. The product should have above average gross margins, a short sales cycle offering repeat sales opportunities and demand only limited amounts of additional capital. It is equally important that the company delivers the product or service efficiently and thoroughly satisfies its customers.

Private Equity

Private Equity provides a source of funds for companies which either cannot or do not wish to raise capital in the public market. Over the last several years, private equity financings have become the fastest growing market for corporate finance and now stands at one sixth (1/6) the size of commercial bank loans and commercial paper.

Since private equity offerings are not registered with the SEC, information regarding them is limited. This allows for inefficiencies that may not be available in the public market, thus providing above normal returns. However, the opportunities come at a cost of greater risk and a lack of liquidity.

Some key points regarding private equity investments: They have a low correlation to the public market, advantageous tax treatment and substantial rate of return possibilities; but with the caveats of illiquid, and extended investment periods. For the Fund’s purposes these points are important pieces of the overall framework of small-capitalized stocks. Typical private equity funds focus on the company’s entire journey from private to public, from angel or seed capital to bridge financing or Initial Public Offering. The Fund however, will focus only on the late stages of private equity investing. These stages are commonly referred to as mezzanine and bridge financing that for public companies may include 144 A stock sales that become publicly tradable within one year.

Additional Criteria

The stocks that the Fund will target will all have key factors and risks that can be easily understood. The business should offer the potential of high growth in shareholder value and have defined objectives. The industry should exhibit strong trends, which will fuel growth for future years. The company’s stock price is, or will be, appreciating as a result of the following: introduction of a new product, pending merger or acquisition, market expansion, profit margin expansion with concomitant earnings growth and/or insider buying accumulating additional shares. No more than 20 percent of the Fund will be invested in a single company or a specific strategy.

Short Equity Positions

The Fund may position shorts in certain publicly traded companies as part of its portfolio and overall strategy to reduce principle risk while maximizing returns. The Fund will use the same disciplined principles in short sales as in purchasing stock to take advantage of specific market and investment opportunities.

Time Horizon

The Fund anticipates a six months to two years minimum time horizon for its equity investments. When investing in the late stages of private equity investments the Fund will attempt to match the holding period of its public equity transactions. However, should a targeted investment reach its profit target prior to the expected holding period, it will be re-evaluated to determine if the security should be sold realizing the profit. Should a company’s underlying prospects change substantially, adversely effecting its valuation, the Fund may liquidate the position. Additionally, should the price of a stock unexpectedly decline the position again may be liquidated provided an analysis of the fundamentals indicate a deteriorating situation. The key to successful investing is the ability to limit losses and extend profits.

Management Of The Fund

The general partner of the Fund is Murdock Opportunity G.P., L.P., a Delaware limited partnership. Its general partner is Murdock Opportunity Corp., a Delaware corporation. The general partner of the Fund is responsible for the management of the Fund’s portfolio. It will provide the fund with investment advice and arrange for the execution of all portfolio transactions. It will also perform all aspects of risk management and reporting. The biographies of the principals of Murdock Opportunity Corp. are as follows.

Luis J. Mejia Mr. Mejia is President and a Director of Murdock Opportunity Corp. and is a Managing Partner and co-founder of Murdock Capital Partners Corp. He brings extensive international marketing and financial services experience to the Fund. In 1980 Mr. Mejia joined Trans Ocean Leasing & Finance, and in 1985 subsequently joined Triton International. In 1989 Mr. Mejia co-founded Geneva Capital Resources, Inc. and has been active in the investment banking field since that time. Consecutively, he was Senior Vice President with Yorkville Corporation, an investment portfolio management company specializing in derivative products and managed futures. Mr. Mejia is registered with the National Futures Association.

Thomas M. Dean Mr. Dean is Managing Director and a Director of Murdock Opportunity Corp. and is President and co-founder of Murdock Capital Partners Corp., founded in 1991. He spent over twenty-six years on Wall Street and nine years in merchant banking/investor relations for American Stock Exchange and NASDAQ listed firms. Associated with investment banking firms including Kidder Peabody, L. F. Rothschild, and Cowen & Co., Mr. Dean has developed and maintains numerous contacts in corporate finance, research and sales at major investment banking firms. He maintains a following among high profile aggressive money managers particularly through short sale recommendations; and advises several major equity portfolios.

Murdock Capital Partners

Murdock Capital Partners Corp. (Murdock Capital) is a private merchant banking firm providing corporate finance and financial advisory services. Founded in 1991, Murdock Capital acts as a funding source and a financial intermediary for early stage development, small, and medium size capitalized companies and advises on all aspects pertaining to a corporation’s finances, including mergers and acquisitions, public and private financing, management buy-outs and corporate divestitures. Working through its network of long-term relationship primarily with U. S. based investment funds, money managers and high net worth individuals, Murdock Capital’s previous financings have ranged from a $500,000 bridge financing to $20 million equity structured investments. Usually, the transactions fall in the $2 million to $15 million category. Together, Thomas M. Dean and Luis J. Mejia bring over 50 years experience in the identification of successful investments and fundamental financial analysis to the Fund.

SUMMARY

The Fund: The Fund, The Murdock Opportunity Fund L.P., a Delaware Limited Partnership, is being established to make investments within a universe of public/private equity transactions and securities that take advantage of specific investment opportunities.

Investment Objective: The Fund’s investment objective is to provide through proprietary strategies, returns in excess of passively managed benchmarks while minimizing investment risk.

General Partner: The general partner of the Fund is Murdock Opportunity G.P., L.P., a newly formed Delaware limited partnership, the general partner of which is Murdock Opportunity Corp. Thomas M. Dean, and Luis J. Mejia are the executive officers and directors of Murdock Opportunity Corp. In those capacities, they provide to the Fund all investment advice and management. Additionally they arrange for all executions for the Fund’s portfolio.

Securities Offered: Limited Partnership interests, with each limited partner contributing a minimum of $250,000. This amount may be increased or decreased at the discretion of the general partners. Term: Through December 31, 2025, provided however, that the Partnership may be terminated per the terms of the Limited Partnership Agreement. Subscriptions: Subscriptions for Limited Partnership interests will be accepted on the first business day of each calendar month. Additional Capital Contributions: Partners may, with the consent of the General Partner, make additional contributions on the first day of a calendar month.

Withdrawals: Limited Partners may make complete or partial withdrawals of their interest, which has been invested in the Fund on 60 days written notice to the General Partners prior to the end of any calendar quarter. Withdrawals are subject to a withdrawal penalty of 5% of the value of any interests withdrawn prior to the twelve-month admission to the Partnership. To the extent of the Fund’s available liquidity, a partial withdrawal of 90 percent or less of the full amount of a limited partner’s invested capital will be distributed within 30 days after the quarter end following notice and the balance will be distributed after the next succeeding quarter end and the NAV has been audited. Allocation of Profits and Losses: Realized and unrealized net profits and losses will be allocated among the partners in a manner consistent with their participation and investment period. Management Fee: The annual management fee will be 2.00 percent of net asset value of the fund payable quarterly in advance. It will be adjusted on a pro rata basis for any contribution made during the calendar year. Performance Incentive: The general partner is entitled to a performance fee equal to 20 percent of the net gains (realized and unrealized). The performance fee will be subject to a loss carry forward limitation so that no incentive fee will be paid until previous net losses are recouped. Transaction Fees: Reasonable transaction and investment banking fees (based on then current industry practices) will be paid by the Fund and the relevant portfolio company to the General Partner in connection with each completed portfolio transaction. Expenses: The Fund will pay for all reasonable expenses related to this offering and the Partnership’s organization. The Fund will also pay operating costs and expenses, including all costs and expenses of transactions entered into by the Fund, whether or not they are completed. The Fund will not be responsible for the overhead and administrative expenses of the General Partner. The General Partner will pay all other expenses related to its ongoing management and administration of the Partnership, including but not limited to, salaries of its employees, supplies, office space and administrative services. Diversification: No more than a 20 percent of the Fund will be invested in a single company or specific strategy. Co-Investment Opportunities: The General Partner may provide co-investment opportunities to certain investors permitting them to co-invest with the Fund. Such opportunities will be offered at the sole discretion of the General Partner. Fund Borrowings: Repurchase and reverse repurchase agreements may be entered to finance fixed income securities. Transfers: Investors may not sell, assign or transfer any interest in the partnership without the prior written consent of the General Partner. ERISA Considerations: Investment in the Partnership is open to the Employee Retirement Income Security Act of 1974 "ERISA". The Partnership may require certain representation or assurances from investors subject to ERISA to determine compliance with ERISA provisions. Fiduciary Standard: The General Partner shall conduct the affairs of the Partnership in the best interest of the Partnership and the Limited Partners. The General Partner shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership. Indemnification: The General Partner and its affiliates and each of their officers, directors, employees and agents will be indemnified by the Fund for any loss and or damage incurred by them on behalf of the Fund, except for any liability determined in a final judgment by a court to be primarily attributable to their willful misfeasance, bad faith or gross negligence.

Custodian to the Fund: Bear, Stearns & Co. Inc.

Limited Partner Reports: Quarterly progress reports and year-end (calendar year) audited financial statements.

Special Risks: Investment in the Fund involves a significant degree of risk. There can be no assurance that the Fund will achieve its objectives regarding rate of return or return of capital. A subscription to purchase a Limited Partnership Interest should be considered only by investors who have carefully read this Memorandum. An investment in the Fund requires a long term commitment, with no certainty of return. The Fund may acquire privately placed securities that cannot be sold pursuant to a registration statement filed under the Securities Act or in accordance with Rule 144 promulgated under the Securities Act. In addition, members of management of the Fund will devote such time as the General Partner, in its sole discretion, deems necessary to carry out the operations of the Fund effectively. Conflicts of interest may arise in allocating management time, services, or functions among the Fund and other entities. By acquiring a Limited Partner Interest, each investor will be deemed to have acknowledged the existence of such actual and potential conflicts of interest and to have waived any claim with respect to the existence of any such conflict of interest. Suitability: Investors in the Fund must be "Accredited Investors" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933. Regulation Matters: The Fund is not presently, and does not intend in the future to become, registered as an investment company under the Investment Company Act of 1940. Additional Information:

Prospective investors are invited to discuss with the General Partner the terms and investment philosophy of the Fund. The General Partner may be contacted at:

Murdock Opportunity Corp.
15 West 53rd Street 
31st Floor
New York, NY  10019
(212) 421-2545
FAX (212) 421-4460

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