Vista de Santa Lucia Wine Center, LLC - P.O. Box 341, Gonzales, CA 93926

This Private Placement Memorandum (the “Memorandum”) is confidential and is not to be shown or given to any person other than the person who is the person who has been issued a password by the Vista De Santa Lucia Wine Center, LLC, (the “Company”).  This Memorandum is not to be copied or otherwise reproduced. 

The offering described in this Memorandum does not constitute a solicitation or an offer to sell securities in any state or other jurisdiction in which such a solicitation or offer is not authorized.

The recipient in consideration of by being provided access this Memorandum agrees that he/she shall not forward, transmit, distribute, copy or otherwise reproduce this Memorandum in any manner whatsoever.

If this Memorandum has been accessed by any person other than an intended recipient or from any sender other than the Company then there is a presumption that this Memorandum has been improperly reproduced and distributed, in which case the Company disclaims any responsibility for its content and use.

Statements in this Memorandum are made as of February 1, 2010, unless stated otherwise, and nothing contained herein should be construed to imply that the information and disclosures herein are correct as of any subsequent date.

The Memorandum is furnished on a confidential basis for the purpose of evaluating an investment in to be designated and authorized class a membership units (the “Class A Units”) of the Company and may not be used for any other purpose.  All recipients of this Memorandum and will use this Memorandum for the sole purpose of evaluating a possible investment in the Company.  Acceptance of this Memorandum by prospective investors constitutes an agreement to be bound by the foregoing terms. 

The to be offered Class A Units have not been and will not be registered under the U.S. Securities Act, or the securities laws of any State, are being offered and sold in reliance on exemptions from the registration requirements of such laws, and may not be transferred, assigned or resold except as permitted under the Securities Act and such State securities laws and in accordance with the Company’s governing documents.

In order to invest in the Class A Units of the Company, each prospective investor, as a member will be required to execute the Company’s operating agreement, and a subscription agreement, among other documents.  In the event that any terms, conditions or other provisions of such agreements (or any related agreements) are inconsistent with or contrary to the description of terms set forth in this Memorandum, the terms, conditions and other provisions of such agreements shall control.

Prospective investors should not construe the contents of this Memorandum as legal, tax, investment or other advice.  Each prospective investor should make its own inquiries and consult its own advisors as to the appropriateness and desirability of an investment in the Company and as to legal, tax and related matters concerning an investment in the units and becoming a member in the Company.

Irs circular 230 notice
The discussion contained in this Memorandum is not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. Federal, state, or local tax penalties.  This Memorandum is written in connection with the promotion or marketing of the transactions or matters addressed in this Memorandum.  Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

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