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:


__________________________________________________


__________________________________________________