PARTNERSHIP CONTRACT

THIS PARTNERSHIP AGREEMENT ("Agreement") made and effective this , by and between the following individuals, referred to in this Agreement as the "Partners":

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Partners' Names

The Partners wish to set forth, in a written agreement, the terms and conditions by which they will associate themselves in the Partnership.

NOW, THEREFORE, in consideration of the promises contained in this Agreement, the Partners affirm in writing their association as a partnership in accordance with the following provisions:

1. Name and Place of Business.

The name of the partnership shall be called ________(the "Partnership"). Its principal place of business shall be ______Address______, until changed by agreement of the Partners, but the Partnership may own property and transact business in any and all other places as may from time to time be agreed upon by the Partners.

2. Purpose.

The purpose of the Partnership shall be to ________Business

Description__________. The Partnership may also engage in any and every other kind or type of business, whether or not pertaining to the foregoing, upon which the Partners may at any time or from time to time agree.

3. Term.

The Partnership shall commence as of the date of this Agreement and shall continue until terminated as provided herein.

4. Capital Accounts.

A. The Partners shall make an initial investment of capital, contemporaneously with the execution of this Agreement, as follows:

PARTNER CONTRIBUTION

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_______ __________

_______ __________

_______ __________

In addition to each Partner's share of the profits and losses of the Partnership, as set forth in Section 5, each Partner is entitled to an interest in the assets of the Partnership.

B. The amount credited to the capital account of the Partners at any time shall be such amount as set forth in this Section 4 above, plus the Partner's share of the net profits of the Partnership and any additional capital contributions made by the Partner and minus the Partner's share of the losses of the Partnership and any distributions to or withdrawals made by the Partner. For all purposes of this Agreement, the Partnership net profits and each Partner's capital account shall be computed in accordance with generally accepted accounting principles, consistently applied, and each Partner's capital account, as reflected on the Partnership federal income tax return as of the end of any year, shall be deemed conclusively correct for all purposes, unless an objection in writing is made by any Partner and delivered to the accountant or accounting firm preparing the income tax return within one (1) year after the same has been filed with the Internal Revenue Service. If an objection is so filed, the validity of the objection shall be conclusively determined by an independent certified public accountant or accounting firm mutually acceptable to the Partners.