Agreement made..............between.............., hereinafter described as the Senior Member,............., hereinafter described as the Other Present Partners and .............., hereinafter described as the New Partner.

Whereas the parties hereto, with the exception of the New

Partner, have heretofore been partners in business as.......

.......under the firm name of.............., which partnership expires this day; and

Whereas the parties hereto desire to continue said business;

Now, Therefore, This Indenture Witnesseth:

That the parties hereto have agreed as follows:

1. Said business shall be continued by the parties hereto as partners under the same firm name until and including the ..........day of..............

2. The good-will, firm name, plant, contracts and capital of the predecessor partnership, and any lease of offices held by it are now the exclusive property of the Senior Member. Any further good-will, plant, contracts, capital and leases acquired by this partnership shall be the exclusive property of said Senior Member. The use of the foregoing assets, however, is contributed by said Senior Member to this partnership for the term thereof, subject to the assumption by this firm of all the liabilities attaching thereto. Any of such liabilities remaining at the end of said term shall be assumed by said Senior Member unless this partnership shall be extended. Except as herein expressly provided, no other partner shall have any interest in any of the assets of this partnership.

3. The said Other Present Partners and New Partner shall devote their time and energy exclusively to the business of this partnership.

4. The financial business and affairs of this partnership shall be under the management of said Senior Member, who shall determine from time to time the amount of profits to be divided, and the partners shall be entitled to share only in profits divided within the term of the partnership in accordance with his determination.

5. The division of net profits shall be as follows:

..............................................................................................

.............................................................................................

..............................................................................................

6. All profits divided after the date of this instrument, whether on new or old business, shall be deemed profits of this partnership and divided as herein set out.

7. The Senior Member shall be entitled to draw $..........

on the first of each month, and the said Other Present Partners and New Partner shall each be entitled to draw the sum of $..........on the first of each month; the amounts so drawn to be charged as anticipated payments of profits.

8. The death of any party hereto during the term of this partnership shall not operate as a dissolution of the partnership, but the same shall be carried on by the survivors for the remainder of said term.

9. In case of the death of the Senior Member during said term, the surviving partners shall pay to the representatives of his estate the sum of $..............and shall indemnify his estate against all liabilities and obligations of this partnership or any predecessor, and thereupon the surviving partners shall be, and shall be deemed to be, at the date of the death of said Senior Member, the owners of the good-will, firm name, plant, contracts, capital and other assets of this partnership and its predecessors, subject to the following agreement as to the use of the firm name: After the death of said Senior Member, the surviving partners shall carry out all existing contracts under the firm name of..............: and for three years after the death of said Senior Member, but not longer, new business may be taken under said firm name. After the adoption of a new firm name, however, the survivors shall have the right, so long as any three members of the present firm remain members of the new firm, to couple with the new firm name the phrase "Successors of..............."

10. In case of the death of any other partner during the term of this partnership, the surviving partners shall pay to the representatives of his estate the sum of $................

and the surviving partners shall assume, and hereby agree in such case to assume, all liabilities and obligations of this partnership or any predecessor.

11. In case of the death of any partner, the representatives of his estate shall accept the sum agreed to be paid as above provided as a full and final settlement of the amount to which the estate of such deceased partner shall be entitled, without any investigation or examination of the partnership property, books or accounts on the part of such representatives or of any other person in the interest of the estate of such deceased partner.

12. No party hereto shall, without the consent in writing of all of the other parties, in any way use the firm name or credit, either directly or indirectly, whether by endorsement, guaranty or otherwise, except for firm business, and no party shall, without like consent, become endorser, guarantor or surety for any other person.

13. This agreement shall bind the several parties, then-executors and administrators.

In Witness Whereof the parties hereto have hereunto set their hands and seals the day and year first above written.