____________________________________, all of the partners of
_________________________, a general partnership, agree: 

That the partnership shall be dissolved, effective
________________, and that  no business or contracts shall be
engaged in after that date which  may require continuation of the
partnership or any continuance of  liability. 

All undertakings and agreements contrary to this agreement are 
repealed, and this agreement shall take their place. In specific, 
the following prior agreements are abrogated: 

_________________________________________________________ 

______________________, referred to as liquidation agent, is
appointed to conduct an  orderly liquidation of the business of
the partnership. The  liquidation agent shall take all necessary
and desirable steps to  wind up the partnership business. 

All partners shall execute any documents reasonably required by 
the liquidation agent to wind up the partnership affairs. 

At the earliest practical opportunity the liquidation agent shall 
publish all notices and notify any parties by the fastest means of
 the winding up of the partnership affairs. 


The liquidation agent may sell partnership assets on credit, 
compromise claims or receivables and take any other reasonable 
steps to complete the liquidation. The liquidation agent shall 
attempt to sell the partnership as a going concern for a period of
 ________ months from the date of this agreement, and if no
acceptable  offer is received, shall sell the assets either in
whole or in  lots, in the best interests of the partnership. 

Effective ____________________, the liquidation agent shall
establish a separate  banking account for the partnership's
winding up, and shall cause  the orderly closing of the books and
records of the partnership,  and shall then open new books and
records for purpose of the  liquidation. Each _________________
the liquidation agent shall render a  summary report of activities
to all partners. 


In conducting the winding up, the liquidation agent shall be 
empowered to hire brokers and professionals as required. 

In the event that any partner owes debts to the partnership, the 
same shall be paid, in full, no later than ___________________ to
the liquidation  agent. 



Any disputes related to this agreement shall be arbitrated under 
the rules of the American Arbitration Association, with a single 
arbiter. 



This agreement may only be modified in writing, and expresses the 
entire agreement of the parties hereto. 




Dated: ____________________ 

The partners of _________________________,: