Contains a description of a situation confronting the co-founder of a company planning to produce software for microcomputers. The company has just completed raising money from some wealthy investors by forming an R&D Limited Partnership. Development of the program (an integrated business productivity tool) can now begin. The focus is on the structure of the deal and the process of venture formation. Among the issues to be discussed are: Should the company have raised money from these investors under these terms? What can go wrong? What can go right?