GENERAL PARTNERSHIP AGREEMENT OF THE

________________________ PARTNERSHIP

STATE OF _________)

COUNTY OF ________)

_______________________________________________, herewith agree to

engage in the business of ________________, and pursuant to the

Uniform Partnership Act of the State of __________, hereby form a

general partnership.

The name of the partnership shall be the _____________________

partnership. The principal office of the partnership will be

located at:

________________________________________________________________

and additional or substitute offices may be agreed upon from time

to time by the parties.

The partnership's existence shall commence on ____________ and it

shall continue until dissolved either by mutual agreement or by

operation of law.

The initial partnership capital shall be $_______(_______________

&___/100 dollars). The partners will contribute as follows:

________________________________________________________________

The partners shall share in profits and losses in the same

proportion as their capital contributions. No interest shall be

paid on capital contributions. No partner shall have the right to

demand repayment of their capital contribution unless the same is

through a dissolution of the partnership and a winding up of its

affairs.

Decisions by the partnership shall be made by majority vote.

Books of account of the transactions of the partnership shall be

kept at the principal place of business of the partnership. The

books of account of the partnership shall be available for

inspection by all times by the partners. Each partner shall be

required to report all transactions related to partnership

business promptly and accurately.

Each _______ the partners shall determine the net profit and loss

of the partnership and the same shall be divided in the same

proportion as contributions to capital. The partners, may by

majority vote, agree to distribute any surplus or may allocate

surplus to the capital account of each partner.

The partners shall be entitled to withdraw the following sums from

the partnership:

__________________________________________________________________

on a _______ basis.

Any and all withdrawals made shall be deducted from any profits of

the partnership.

The affairs of the partnership shall determined by majority vote,

with votes cast in the same percentage as capital contributions.

Each partner shall have the right to manage the affairs of the

partnership in the ordinary course of the partnership's business.

However, no partner shall have the authority to:

a) confess judgment against the partnership;

b) borrow on the credit of the partnership or guarantee the debts

of others with partnership credit except for transactions under $

______(______________&___/100 dollars) within the ordinary course

of business of the partnership;

c) convey substantially all of the partnership assets

without prior approval by majority vote.

The day to day affairs of the partnership shall be managed by a

management committee, which shall consist of 3 partners, elected

by a majority of the partners. The management committee shall

conduct the business of the partnership, and shall have the

authority by its majority vote to operate all of the business of

the partnership, save those items specifically reserved to the

partners as a whole.

This partnership shall terminate upon the death, bankruptcy or

incompetency of any partner. Thereupon the remaining partners

shall act as trustees for the partners and shall promptly wind up

the affairs of the partnership unless the remaining partners agree

that they will continue the business of the partnership.

Dated: _____________________________, 19______

__________________________________________________

Witnesses:

__________________________________________________

__________________________________________________