Exhibit (a)(3)




August 30, 2006



TO:          UNIT HOLDERS OF Carolina Investment Partners, Limited Partnership

SUBJECT:     OFFER TO PURCHASE UNITS

Dear Unit Holder:

As  described  in  the  enclosed  Offer  to  Purchase  and  related  Letters  of
Transmittal   (the  "Offer")  the   Purchasers   named  in  the  attached  Offer
(collectively  the  "Purchasers")  are offering to purchase all Units of limited
partnership  interest (the  "Units") in Carolina  Investment  Partners,  Limited
Partnership (the "Partnership") at a purchase price equal to:

                                  $550 per Unit
                                  -------------

The Offer will provide you with an  opportunity  to liquidate  all, or a portion
of, your investment in Carolina Investment Partners, Limited Partnership without
the usual transaction costs associated with market sales or partnership transfer
fees.

     o    HIGHEST  OFFER PRICE YET. The Offer Price is $125 per Unit higher than
          our last tender offer..

     o    TERMINATION OF PREVIOUS  CONTRACT,  NEW CONTRACT,  AND  UNCERTAINTY OF
          PARTNERSHIP  TERMINATION.  Our offer provides you with the opportunity
          to receive a  guaranteed  amount of money in a specified  time period.
          The general  partner has disclosed that it has entered into a contract
          to sell 17.76 acres of the Partnership's property,  which contract may
          still be terminated by the purchaser.  The  Partnership had previously
          contracted  to sell a large  portion of its property but that contract
          was terminated. Furthermore, if the current contract closes there will
          be only  approximately 7 acres remaining,  which may take some time to
          sell  because  of its  size  and may be less  valuable  than  what the
          current purchaser has agreed to purchase. Therefore, investors may not
          see liquidity for some time.

     o    ILLIQUIDITY OF UNITS. The relative  illiquidity of the Units resulting
          from the absence of a formal trading market makes the Units  difficult
          to sell.

     o    NO FUTURE IRS FILING  REQUIREMENTS AND/OR RETIREMENT ACCOUNT FEES. The
          tax year in which you sell your Units will be the final year for which
          you will be obligated to file a K-1 for the Partnership  with your tax
          return. This may represent a reduction in costs associated with filing
          complicated tax returns.  You may also avoid incurring fees for having
          this  investment in your IRA or retirement  account.  Your decision to
          sell may have other  favorable or  unfavorable  tax  consequences  and
          potential sellers should consult their individual tax advisers.

After  carefully  reading the enclosed Offer, if you elect to tender your Units,
mail (using the  enclosed  pre-addressed,  postage  paid  envelope) or fax (then
mail) a duly completed and executed copy of the Letter of  Transmittal  (printed
on purple paper) and change of address forms,  and any other documents  required
by the Letter of Transmittal, to the Depositary for the Offer at:

                         MacKenzie Patterson Fuller, LP
                               1640 School Street
                            Moraga, California 94556
                            Facsimile: (925) 631-9119


If you have any questions or need assistance, please call the Depository at
800-854-8357.

This Offer expires (unless extended) October 4, 2006.