General Partnership Agreement

GENERAL PARTNERSHIP AGREEMENT

THIS AGREEMENT OF GENERAL PARTNERSHIP entered into on , 20 by and among (hereinafter collectively referred to as "Partners", and individually as "Partner").

1. Name and purpose. The Partnership shall be carried on under the name of PARTNERSHIP, a General Partnership. The Partnership has been formed for the purpose of owning, developing, operating, leasing and otherwise dealing with real and personal property of any kind or description. The Partnership may engage in any and all other activities as may be necessary, incidental or convenient to carry out the business of the Partnership as contemplated by this Agreement.

2. Place of business. The principal office of the Partnership shall be located at , or such other place as shall be agreed upon by a majority in interest of the Partners from time to time.

3. Partners. The name and address of each of the Partners are as follows:

Name                                              Address

4. Term. The Partnership shall commence on , 20 , and shall continue until terminated as provided in this Agreement.

5. Capital contributions. Each of the Partners has contributed to the capital of the Partnership, in cash, the amount set opposite his name:

Partner                                            Contribution

6. Net Profits, net losses and cash flow

(a) Profits and losses. Subject to such adjustments as may be required pursuant to paragraph 7 below, the net profits and the net losses shall be shared by the Partners as follows:

Partner                                       Percentage

The terms "Net profits" and "net losses" shall mean the net profits and losses of the Partnership as determined for federal income tax purposes by the certified public accountant servicing the Partnership account.

(b) Cash flow. The "cash flow of the Partnership shall be the net profits and losses of the Partnership as defined in paragraph 6(a) above, plus (i) depreciation and other non-cash charges deducted in determining such net profits and losses, (ii) the net proceeds from any refinancing of the Partnership's mortgages, and (iii) the net proceeds from the sale of any of the Partnership's assets, minus (i) principal payments on all mortgages, (ii) any other cash expenditures which have not been deducted in determining the net profits and losses of the Partnership, and (iii) any amount reasonably required to maintain sufficient working capital and a reasonable reserve for replacements. The cash flow of the Partnership shall be determined separately for each fiscal year and not cumulatively and, as so determined, shall be distributed in the same proportion as profits and losses are shared in accordance with paragraph 7. The cash flow shall be distributed at the discretion of the Managing Partner, but at least annually.

(c) Income accounts. A separate income account shall be maintained for each Partner. Partnership profits and losses shall be charged or credited to the separate income account of each Partner. If a Partner has no credit balance in his income account, losses shall be charged to his capital account.

7. Additional funds and adjustments.

(a) Call for funds. The Partners recognize that the income produced by the Partnership's properties may be insufficient to pay the operating costs of the properties. If in the judgment of the Managing Partner additional funds are needed, they shall be contributed by the Partners in proportion to their capital interests in the Partnership. However, the amount of funds subject to call and contribution in any calendar year shall not exceed $12,000.00 in the aggregate, unless any excess is approved by a majority of the Partners. As used above, the term "operating costs" shall include, without limitation: principal and interest payments on partnership loans, whether or not secured by mortgages on Partnership properties; costs of repair, maintenance, and improvements; insurance premiums; and real estate taxes, assessments, other governmental charges, and professional fees for accountants, legal counsel and engineers.

(b) Contributions for non-defaulting partners. If any Partner is unable or unwilling to make any or all of his proportionate contribution, then the remaining Partners who are able and willing to do so may make a contribution in excess of their proportionate share, in such amounts as they may agree among themselves.

(c) Contributions by non-defaulting partners. Any Partner who makes a contribution to the Partnership pursuant to paragraph 7(b) above shall have the option to (1) treat the contribution as additional capital of the Partnership, or (2) treat the contribution as a loan to the defaulting Partner, which election shall be made, in writing, at the time the contribution is made.

8. Managing partner.

(a) The day-to-day affairs of the Partnership shall be handled by the Managing Partner, .

(b) Partners owning a majority in interest of the capital of the Partnership may remove the acting Managing Partner at any time and appoint a successor Managing Partner.

(c) The Managing Partner shall provide such services to the operation of the Partnership business as he shall deem proper and necessary, including keeping all Partners informed of all material which shall come to his attention concerning the business of the Partnership.

(d) The Managing Partner shall keep or cause to be kept full records of each transaction of the Partnership and shall maintain such records at the principal office of the Partnership or at the principal office of the Partnership's accounting firm. Said records shall be open for inspection and examination by all Partners, or their duly authorized representative, at all reasonable times. The Managing Partner shall furnish, or cause to be furnished, to each Partner statements of financial condition of the Partnership within 60 days after the end of each fiscal year of the Partnership. The fiscal year of the Partnership shall end on December 31.

(e) The Managing Partner shall cause the funds of the Partnership to be deposited in such bank accounts as he shall designate and withdrawals shall be made upon such signatures as the Partners shall authorize.

(f) The Managing Partner shall not be liable to the Partnership or to any Partner for any mistake or error in judgment or for any act or omission believed in good faith to be within the scope of authority conferred by this Agreement. The Managing Partner shall be liable only for acts and/or omissions involving intentional wrongdoing.

(g) As compensation for his services, the Managing Partner shall receive $ per month and shall be reimbursed by the Partnership for out-of-pocket expenses incurred on behalf of the Partnership, including expenses for travel, lodging and meals.

9. Voting. Each Partner shall vote in proportion to his capital interest in the Partnership from time to time. Each Partner may exercise his vote by written or oral notification to the Managing Partner.

10. Consent to operations. The procedure for the operation of the Partnership shall be as follows:

(a) The day-to-day affairs of the Partnership shall be handled by the Managing Partner, as hereinabove stated.

(b) The following actions shall require the vote and unanimous approval of all the Partners:

(1) The purchasing or developing of properties;

(2) The amendment of this Partnership Agreement; and

(3) The admission of new partners to the Partnership.

(c) All other actions taken by the Partnership, excluding those mentioned in subparagraphs (a) and (b) above, shall require the vote and approval of Partners owning a majority in interest of the capital of the Partnership.

11. New partners. Except as provided in paragraph 13, new partners may be admitted into the Partnership, after the required vote, only if they agree to execute and acknowledge such instruments as are necessary or desirable to effect such admission and to confirm their agreement to be bound by all the covenants, terms and conditions of this Agreement, as the same may have been amended. Each new partner shall receive a capital interest and share in the profits, losses, and cash flow of the Partnership in an amount to be determined by all other Partners at the time of admission.

12. Amendments. Amendments to this Agreement shall become effective only if in writing, signed by all the Partners.

13. Transfer of partnership interest.

(a) Permitted transfers during life. During the life of a Partner, he may transfer all or any part of his Partnership interest by gift, sale or other transfer, either in trust or outright, to or for the benefit of his spouse and/or any of his descendants, including any stepchildren and any descendant whose relationship to the partner is created by birth or adoption. Thereafter, the transferee shall become a Partner with all the interests, rights, duties and obligations previously held by the transferor.

(b) Prohibited transfers during life. During the life a Partner, he shall not pledge, cause a lien to be placed against or encumber his Partnership interest in any way. Except as otherwise provided in paragraph 13(a) above, a partner shall not sell or in any other way transfer his Partnership interest during his lifetime without first offering such interest for sale to the Partnership by a writing addressed and delivered to the principal office of the Partnership.

(c) At death of partner. After the death of a Partner, the decedent's estate, by its fiduciary (and the beneficiary and/or beneficiaries of the Partnership interest from the estate), shall sell the interest of the deceased Partner to the Partnership and the Partnership shall purchase said interest on the terms set forth herein.

(d) Life insurance. To assure that the purchase price of a deceased Partner's interest will be available in cash upon his death, the Partnership shall purchase term insurance on the lives of the Partners with each policy providing a death benefit of Sixty Thousand Dollars ($60,000.00) for partners owing 1/6 and Thirty Thousand Dollars ($30,000.00) for partners owing 1/12.

(e) Procedure upon death. The Procedure upon the death of a Partner shall be as follows:

(i) The Partnership as beneficiary shall promptly file claims to collect in cash the one-sum death proceeds of all the policies on the deceased Partner's life which are subject to this agreement.

(ii) Upon the collection of such proceeds and the qualification of a personal representative for the deceased Partner, the Partnership shall pay over to the personal representative an amount equal to the full proceeds collected, in part or in full payment for the deceased Partner's interest in the Partnership.

(iii) The personal representative of the deceased Partner shall promptly execute and deliver all instruments necessary to effectuate the transfer of the deceased Partner's interest to the Partnership, as of the date of the deceased Partner's death.

(iv) Concurrently with the transfer to the Partnership of the deceased Partner's interest, the surviving Partners shall execute and deliver to the personal representative an instrument by which the surviving Partners assure all the debts and obligations of the Partnership and indemnify the deceased Partner's estate against all Partnership liabilities and any and all claims by the surviving Partners or by Partnership creditors.

(f) Right to purchase. Each Partner shall have the right to purchase from the Partnership any policy or policies on his life which are subject to this agreement upon withdrawing from the Partnership during his lifetime or upon the termination of this agreement during his lifetime.

14. Termination of the partnership. The Partnership shall be terminated and dissolved upon the vote of a majority in interest of the Partners. Upon the termination of the Partnership as herein provided, a full and general accounting shall be taken of the Partnership business and the affairs of the Partnership shall be wound up. Any profits or losses incurred since the previous accounting shall be divided among the partners and shall be added to the distributions to be made to the Partners. The Managing Partner shall wind up and liquidate the Partnership by selling the Partnership assets and, after the payment of the Partnership liabilities, expenses and fees incurred in connection with such liquidation, distributing the net proceeds therefrom, in cash to the Partners in proportion to their capital interests in the Partnership.

Except as otherwise expressly provided in this Partnership Agreement, dissolution of the Partnership shall be in accordance with the laws of the State of , as now constituted or hereafter amended or substituted. Unless otherwise required by law or by court order and subject to the provisions of Section 14 of this Partnership Agreement, the Partnership business shall not terminate upon the occurrence of any event causing dissolution of the Partnership.

Any successor by the operation of law to a surviving Partner's interest, including, by way of example and not by way of limitation, a guardian, a receiver, or a trustee in bankruptcy, shall be deemed as assignee having the rights which an assignee of such Partner's interest would have under the provisions of the .

15. Notices. All notices, consents and other instruments hereunder shall be in writing and mailed by certified mail, return receipt requested, postage prepaid, and shall be directed to the parties hereto at the addresses of the parties furnished by them in writing to the Managing Partner. Notices to the personal representative of a deceased Partner's estate shall be mailed in the same manner to the last known address of such representative.

16. Binding effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective next-of-kin, legatees, administrators, executors, legal representatives, successors and permitted assigns.

NOTARY ACKNOWLEDGMENTS