PARTNERSHIP AGREEMENT THIS PARTNERSHIP AGREEMENT ("Agreement") made and effective this [Date], by and between the following

individuals, referred to in this Agreement as the "Partners":

Partners! "ames #he Partners wish to set forth, in a written agreement, the terms and conditions by which they will associate themselves in the Partnershi$% NOW, THEREFORE, in consideration of the $romises contained in this Agreement, the Partners affirm in writing their association as a $artnershi$ in accordance with the following $rovisions: 1. Name and Place of Business. #he name of the $artnershi$ shall be called (the "Partnershi$")% &ts $rinci$al $lace of business shall be Address , until changed by agreement of the Partners, but the Partnershi$ may own $ro$erty and transact business in any and all other $laces as may from time to time be agreed u$on by the Partners% . Pu!"ose. #he $ur$ose of the Partnershi$ shall be to 'usiness Descri$tion % #he Partnershi$ may also engage in any and every other (ind or ty$e of business, whether or not $ertaining to the foregoing, u$on which the Partners may at any time or from time to time agree% #. Te!m. #he Partnershi$ shall commence as of the date of this Agreement and shall continue until terminated as $rovided herein% $. %a"i&al Accoun&s.
A% #he Partners shall ma(e an initial investment of ca$ital, contem$oraneously with the e)ecution of this Agreement, as follows:

Pa!&ne! Name $artner here

Pa!&ne! %on&!i'u&ion $artner contribution here

&n addition to each Partner!s share of the $rofits and losses of the Partnershi$, as set forth in *ection +, each Partner is entitled to an interest in the assets of the Partnershi$% '% #he amount credited to the ca$ital account of the Partners at any time shall be such amount as set forth in this *ection , above, $lus the Partner!s share of the net $rofits of the Partnershi$ and any additional ca$ital contributions made by the Partner and minus the Partner!s share of the losses of the Partnershi$ and any distributions to or withdrawals made by the Partner% -or all $ur$oses of this Agreement, the Partnershi$ net $rofits and each Partner!s ca$ital account shall be com$uted in accordance with generally acce$ted accounting $rinci$les, consistently a$$lied, and each Partner!s ca$ital account, as reflected on the Partnershi$ federal income ta) return as of the end of any year, shall be deemed conclusively correct for all $ur$oses, unless an ob.ection in writing is made by

any Partner and delivered to the accountant or accounting firm $re$aring the income ta) return within one (/) year after the same has been filed with the &nternal 0evenue

*ervice% &f an ob.ection is so filed, the validity of the ob.ection shall be conclusively determined by an inde$endent certified $ublic accountant or accounting firm mutually acce$table to the Partners% (. P!ofi&s and )osses. 1ntil modified by mutual consent of all the Partners, the $rofits and losses of the Partnershi$ and all items of income, gain, loss, deduction, or credit shall be shared by the Partners in the following $ro$ortions: Pa!&ne! Name Pa!&ne! S*a!e P!ofi&+)oss $artner here $artner share here ,. Boo-s and Reco!ds of Accoun&. #he Partnershi$ boo(s and records shall be maintained at the $rinci$al office of the Partnershi$ and each Partner shall have access to the boo(s and records at all reasonable times% .. Fu&u!e P!o/ec&s. #he Partners recogni2e that future $ro.ects for the Partnershi$ de$end u$on many factors beyond $resent control, but the Partners wish to set forth in writing and to mutually ac(nowledge their .oint understanding, intentions, and e)$ectations that the relationshi$ among the Partners will continue to flourish in future $ro.ects on similar terms and conditions as set forth in this Agreement, but there shall be no legal obligations among the Partners to so continue such relationshi$ in connection with future $ro.ects% 0. Time and Sala!1. 1ntil and unless otherwise decided by unanimous agreement of the Partners, [#ime 3ommitment]% 4ach Partner shall nonetheless be e)$ected to devote such time and attention to Partnershi$ affairs as shall from time to time be determined by agreement of the Partners% "o Partner shall be entitled to any salary or to any com$ensation for services rendered to the Partnershi$ or to another Partner% 2. T!ansfe! of Pa!&ne!s*i" In&e!es&s.
A% 0estrictions on #ransfer% "one of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dis$ose of the whole or $art of that Partner!s interest in the Partnershi$, and no $urchaser or other transferee shall have any rights in the Partnershi$ as an assignee or otherwise with res$ect to all or any $art of that Partnershi$ interest attem$ted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise dis$osed of, unless and to the e)tent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the $rovisions of this Agreement and to become a Partner for all $ur$oses hereof, in which event, such transferee shall become a substituted $artner under this Agreement% '% #ransfer Does "ot Dissolve Partnershi$% "o transfer of any interest in the Partnershi$, whether or not $ermitted under this Agreement, shall dissolve the Partnershi$% "o transfer, e)ce$t as $ermitted under *ubsection 5%A% above, shall entitle the transferee, during the continuance of the Partnershi$, to $artici$ate in the management of the business or affairs of the Partnershi$, to re6uire any information or account of Partnershi$ transactions, or to ins$ect the boo(s of account of the Partnershi$7 but it shall merely entitle the transferee to receive the $rofits to which the assigning Partner would

otherwise be entitled and, in case of dissolution of the Partnershi$, to receive the interest of the assigning Partner and to re6uire an account from the date only of the last account agreed to by the Partners%

13. 4ea&*, Incom"e&enc1, Wi&*d!a5al, o! Ban-!u"&c1. "either death, incom$etency, withdrawal, nor ban(ru$tcy of any of the Partners or of any successor in interest to any Partner shall o$erate to dissolve this Partnershi$, but this Partnershi$ shall continue as set forth in *ection 8, sub.ect, however, to the following terms and conditions: A. 4ea&* o! Incom"e&enc1. &n the event any Partner dies or is declared incom$etent by a court of com$etent .urisdiction, the successors in interest of that Partner shall succeed to the $artnershi$ interest of that Partner and shall have the rights, duties, $rivileges, disabilities, and obligations with res$ect to this Partnershi$, the same as if the successors in interest were $arties to this Agreement, including, but not limited to, the right of the successors to share in the $rofits or the burden to share in the losses of this Partnershi$, in the same manner and to the same e)tent as the deceased or incom$etent Partner7 the right of the successors in interest to continue in this Partnershi$ and all such further rights and duties as are set forth in this Agreement with res$ect to the Partners, the same as if the words "or his or her successors in interest" followed each reference to a Partner7 $rovided, however, that no successor in interest shall be obligated to devote any service to this Partnershi$ and, $rovided further, that such successors in interest shall be treated as holding a $assive, rather than active, ownershi$ investment% B. Pa1men&s 6"on Re&i!emen& o! Wi&*d!a5al of Pa!&ne!.
(/) Amount of Payments% 1$on the retirement or withdrawal of a Partner, that Partner or, in the case of death or incom$etency, that Partner!s legal re$resentative shall be entitled to receive the amount of the Partner!s ca$ital account (as of the end of the fiscal year of the Partnershi$ ne)t $receding the day on which the retirement or withdrawal occurs) ad.usted for the following: (i) Any additional ca$ital contributions made by the Partner and any distributions to or withdrawals made by the Partner during the $eriod from the end of the $receding fiscal year to the day on which the retirement or withdrawal occurs7 (ii) #he Partner!s share of $rofits and losses of the Partnershi$ from the end of the $receding fiscal year of the Partnershi$ to the day on which the retirement or withdrawal occurs, determined in accordance with generally acce$ted accounting $rinci$les, consistently a$$lied7 and (iii) #he difference between the Partner!s share of the boo( value of all of the Partnershi$ assets and the fair mar(et value of all Partnershi$ assets, as determined by a fair mar(et value a$$raisal of all assets% 1nless the retiring or withdrawing Partner and the Partnershi$ can agree on one a$$raiser, three (8) a$$raisers shall be a$$ointed99one by the Partnershi$, one by the retiring or withdrawing Partner, and one by the two a$$raisers thus a$$ointed% All a$$raisers shall be a$$ointed within fifteen (/+) days of the date of retirement or withdrawal% #he average of the three a$$raisals shall be binding on all Partners% (:) #ime of Payments% *ub.ect to a different agreement among the Partners or successors thereto, the amount s$ecified above shall be $aid in cash, in full, but without interest, no later than twelve (/:) months following the date of the retirement or withdrawal%

(8) Alternate Procedure% &n lieu of $urchasing the interest of the retiring or withdrawing Partner as $rovided in sub$aragra$h (/) and (:) above, the remaining Partners may elect to dissolve, li6uidate and terminate the Partnershi$% *uch election shall be made, if at all, within thirty (8;) days following recei$t of the a$$raisal referred to above%

11. P!ocedu!e on 4issolu&ion of Pa!&ne!s*i". 4)ce$t as $rovided in *ection /;%'%(8) above, this Partnershi$ may be dissolved only by a unanimous agreement of the Partners% 1$on dissolution, the Partners shall $roceed with reasonable $rom$tness to li6uidate the Partnershi$ business and assets and wind9u$ its business by selling all of the Partnershi$ assets, $aying all Partnershi$ liabilities, and by distributing the balance, if any, to the Partners in accordance with their ca$ital accounts, as com$uted after reflecting all losses or gains from such li6uidation in accordance with each Partner!s share of the net $rofits and losses as determined under *ection +% 1 . Ti&le &o Pa!&ne!s*i" P!o"e!&1. &f for $ur$oses of confidentiality, title to Partnershi$ $ro$erty is ta(en in the name of a nominee or of any individual Partner, the assets shall be considered to be owned by the Partnershi$ and all beneficial interests shall accrue to the Partners in the $ercentages set forth in this Agreement% 1#. )eases. All leases of Partnershi$ assets shall be in writing and on forms a$$roved by all the Partners% 1$. %on&!ollin7 )a5. #his Agreement and the rights of the Partners under this Agreement shall be governed by the laws of the *tate of *tate % 1(. No&ices. Any written notice re6uired by this Agreement shall be sufficient if sent to the Partner or other $arty to be served by registered or certified mail, return recei$t re6uested, addressed to the Partner or other $arty at the last (nown home or office address, in which event the date of the notice shall be the date of de$osit in the 1nited *tates mails, $ostage $re$aid% 1,. Gene!al. #his Agreement contains the entire agreement of the Partners with res$ect to the Partnershi$ and may be amended only by the written agreement e)ecuted and delivered by all of the Partners% 1.. Bindin7 6"on Hei!s. #his Agreement shall bind each of the Partners and shall inure to the benefit of (sub.ect to the *ections 5 and /;) and be binding u$on their res$ective heirs, e)ecutors, administrators, devisees, legatees, successors and assigns% IN WITNESS WHEREOF, the Partners have e)ecuted this Agreement the date first above written% Partner /