Initial Limited Partnership Agreement

INITIAL LIMITED PARTNERSHIP AGREEMENT

This Initial Limited Partnership Agreement (the Agreement) is made and entered into as of the day of , by and between General Partner: whose principal business address is , and Limited Partner: whose principal business address is (each a Party and together the Parties).

RECITALS

WHEREAS, the Parties desire to form a limited partnership under the laws of the state of (the State) for the purpose of conducting the business set forth herein;

WHEREAS, the General Partner will manage and control the affairs of the Partnership and the Limited Partner will contribute capital and receive allocations and distributions as provided in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions governing their rights and obligations in connection with the Partnership.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. FORMATION

1.1 Formation. The Parties hereby form a limited partnership (the Partnership) pursuant to the limited partnership laws of the State. The Partnership shall become effective upon the filing of such certificate or statement as required by applicable law or on such later date as may be agreed by the Parties in writing.

2. NAME; PRINCIPAL OFFICE

2.1 Name. The business of the Partnership shall be conducted under the name or such other name as the General Partner may determine.

2.2 Principal Office. The principal office of the Partnership shall be located at or such other place as the General Partner may designate.

3. TERM

The term of the Partnership shall commence on the date of this Agreement and shall continue until dissolved in accordance with this Agreement or by operation of law.

4. PURPOSE

The purpose of the Partnership is to engage in the business described as:

5. CAPITAL CONTRIBUTIONS; SCHEDULE A

5.1 Initial Capital Contributions. The Parties shall contribute capital to the Partnership as set forth in Schedule A attached hereto. The initial capital contributions are the consideration for the respective Partnership interests.

6. ALLOCATIONS OF PROFITS AND LOSSES; DISTRIBUTIONS

6.1 Allocations. Profits and losses of the Partnership shall be allocated to the Partners in accordance with their respective Partnership interests as set forth in Schedule A, subject to applicable tax rules and this Agreement.

6.2 Distributions. Distributions of available cash shall be made at such times and in such amounts as determined by the General Partner in its sole discretion, provided that distributions shall be made pro rata in accordance with the Partners' respective percentage interests unless otherwise unanimously agreed in writing.

7. MANAGEMENT AND CONTROL; DUTIES OF GENERAL PARTNER

7.1 Management. The General Partner shall have exclusive authority to manage the business and affairs of the Partnership, to make all decisions regarding the Partnership and to bind the Partnership in all matters within the ordinary course of business.

7.2 Duties. The General Partner shall owe the Partnership and the Limited Partner fiduciary duties to act in good faith and in the Partnership's best interests, subject to the terms and limitations of this Agreement and applicable law. The Limited Partner shall have no authority to bind the Partnership and shall not participate in management except as expressly provided herein.

8. BOOKS, RECORDS AND ACCOUNTING

The Partnership shall keep complete and accurate books of account and minutes of proceedings and shall maintain such records at the principal office. Each Partner, or its authorized representative, shall have the right, upon reasonable notice and during normal business hours, to inspect and copy the books and records of the Partnership.

9. TRANSFER OF PARTNERSHIP INTERESTS

No Partner shall transfer, assign, encumber or otherwise dispose of all or any part of its interest in the Partnership except in compliance with the terms of this Agreement and applicable law. Any purported transfer in violation of this Agreement shall be void and of no effect.

10. WITHDRAWAL; RESIGNATION

A Partner may not withdraw or resign from the Partnership except as expressly permitted by this Agreement or by unanimous written consent of the Partners. Withdrawal by a Partner shall not relieve the Partner of obligations incurred prior to the effective date of withdrawal.

11. DISSOLUTION AND WINDING UP

Upon dissolution, the Partnership shall wind up its affairs, liquidate its assets, and distribute proceeds in the following order of priority: (a) creditors (including Partners who are creditors), (b) repayment of capital contributions to Partners, and (c) any remaining amounts to the Partners in accordance with their respective capital accounts and this Agreement.

12. TAX MATTERS

The Partnership shall be treated as a partnership for federal, state and local tax purposes unless otherwise required by law. The Partners shall cooperate in preparation of tax returns and the General Partner shall act as Tax Matters Partner or shall designate a Partnership representative for tax purposes:

13. INDEMNIFICATION

To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless the General Partner and the Limited Partner from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or in connection with the Partnership or its operations, except to the extent resulting from such indemnitee's gross negligence, willful misconduct or material breach of this Agreement.

14. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, addressed to the Party at the address set forth below or at such other address as such Party shall designate by notice in accordance with this Section.

15. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by the Parties. No failure or delay by any Party in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise preclude any other or further exercise of that or any other right.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

17. ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid and enforceable provision that achieves the Parties' original intent to the greatest extent possible.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including scanned signatures in portable document format) shall be treated as originals for all purposes.

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