Agreement, made this........day of.........., 19.., between.............., hereinafter described as the General

Partners and.............., hereinafter described as the

Special Partner.

WITNESSETH:

1. Said parties hereby form a limited partnership for the purpose of conducting a general business in.............., and all business incidental thereto, under the firm name and style of.............., said business to have its headquarters in the City of............

2. Said partnership shall commence on the..........day of.............., and shall terminate at the close of business on the........day of..............

3. The capital with which said partnership shall commence business is $..........in cash. Of the cash capital, $........

is contributed by the said.............., $..........is contributed by the said.............., $..........is contributed by the said.............., and $..........is contributed by the said............. The respective contributions aforesaid, and any additions thereto by any of the partners, as hereinafter provided, as between the partners and for all purposes of division of profits and settlement of partnership affairs, shall be treated as loans by the said partners respectively. Each partner shall be entitled to receive interest at the rate of six per cent per annum, payable quarterly, upon the amount of the said contribution made by him before any profits shall be estimated or divided. Interest upon the capital contributed by said............shall be paid before the interest upon the capital contributed by the other members of the partnership, and, as between said partners, shall be entitled to priority. Any partner may, with the assent of the others, increase his contribution, and thereby increase the amount upon which he shall receive interest, but not thereby varying his share in the profits of the partnership, as hereinafter fixed.

4. Each of the said General Partners shall receive compensation for services rendered in connection with the business of the partnership in the form of a salary, which shall be paid to each monthly. Said..............shall receive for his services a salary of $..........a year. Said............

shall receive for his services a salary of $..........a year.

Said..............shall receive for his services a salary of $..........a year. Said..............shall receive for his services a salary of $..........a year. The fiscal year of the partnership shall be from..............to..............

5. After payment of the expenses of the partnership, including said salaries paid to the General Partners, the net profits of the business shall be divided and distributed quarterly beginning at the close of business on............, as follows:

Said Special Partner shall receive........% upon the first

............, or any part thereof, of said net profits and

........% on all net profits in excess of $........... The net profits remaining after the said payments to the said ............shall then be divided and distributed as follows:

Said............shall receive........% thereof.

Said............shall receive........% thereof.

Said............shall receive........% thereof.

Said............shall receive........% thereof.

The losses, if any, incurred by said partnership shall be borne by the General Partners in the above proportions.

6. By mutual consent or by action of a majority of the General Partners, the salaries of any of the General Partners may be changed and the percentage of distribution of the net profits of the business may be changed without dissolution of the partnership; provided, however, that the total amount paid in salaries shall not be increased without the consent of the said............

7. None of the General Partners shall carry on any individual speculations. None of the General Partners shall become surety or guarantor upon any bond or undertaking, nor borrow any money, nor execute any note, undertaking or obligation whatever, without the consent of the other General Partners, nor shall any General Partner sign the firm name or otherwise contract for the firm, except in and for the regular and ordinary business thereof. The Special Partner shall not sign for the partnership nor bind the same, nor transact any business on account of the partnership, nor be employed for that purpose as agent, attorney or otherwise.

8. In the event of the death of said............, said partnership shall cease. The death of any of the other General Partners or of the Special Partner shall not operate to dissolve the partnership, but the same may be carried on at the option of the surviving partners for a period not to exceed twelve months from the death of any of said partners. In case the said partnership is continued, the surviving partners may pay the cash capital contributed by the deceased partner to his legal representatives in full upon the last day of the current or any succeeding quarter, and thereupon the partnership shall terminate. In any event, however, not less than one-half of the cash capital contributed by the deceased partner shall be paid to his legal representatives within six months from the date of his death, and the remaining one-half of the cash capital contributed by him within twelve months from the date of his death. So long as any of the cash capital contributed by the deceased partner shall remain in the business, his legal representatives shall be entitled to participate in the profits of the partnership upon the same basis as the deceased partner would have participated had he survived. Under no circumstances shall the legal representatives of the deceased partners have any right of active control or interference in the affairs of the partnership.

9. In the event of the death of the said............., the right to the use of the firm name,..............shall cease as soon as the said............'s interest in said partnership shall terminate. In case of the dissolution of said partnership for any cause other than the death of the said............, the right to the use of the firm name,..............shall belong to the said............, and the other parties hereto agree to make no claim whatever to the right to the use of the said name.

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