Partnership Agreement made this......day of........

........, between..............., ....................,

..............., all of the City of New York.

In consideration of the agreements herein contained, the parties agree with each other as follows:

1. Said parties shall be partners, for the period and on the terms herein stated, in a general partnership which is hereby formed under the firm name and style of "...............," for the purpose of carrying on a general...................

business, and of transacting such other business as the parties hereto may from time to time determine and agree upon, with its principal office in the City of.............

2. Said partnership shall continue for a term commencing on the.....day of............, and ending on the.....day of............; provided, however, that in the event of the death of any partner during said term, the business of the partnership shall nevertheless be continued until one year from the date of his death, even though said year shall expire after said.....day of............, unless the surviving partners choose to liquidate the business prior to the expiration of such year. During such year, or such portion thereof as the partnership business may be continued as aforesaid, the capital and interest in the partnership assets of each of the partners shall remain in the business, the business shall be conducted by the remaining partners or the survivor of them, and the representatives of a deceased partner shall be entitled to the same proportion of profits that the deceased partner, if living, would have received.

3. The capital with which said partnership will commence business is $.............................of which $.....

.......is contributed by..............., $............is contributed by..............., and $............is contributed by................

4. Of the net profits of said business,...............shall receive........ .per cent................shall receive......

per cent, and...............shall receive......per cent, and all divisions of profits shall be in the above proportions. The decision or direction of...............shall be controlling with respect to the financial business and affairs of the partnership, and he shall determine the amount of profit to be divided from time to time during the partnership term, and the partners shall share in the profits during said term only as divided in accordance with his determination; provided, however, that in the event of his death, divisions or distributions of profits may be made with the consent of both of the remaining partners, or by the survivor of them. All the losses of said business shall be borne by the partners respectively in the proportions above provided for the division of profits.

5. Books of account shall be kept showing all the transactions of the partnership, which books shall be accessible to any of the partners, and each partner agrees that all transactions made by him for said partnership shall be entered in such books.

6. Upon termination of the partnership at the expiration of the period of the partnership agreement, or by the death of any partner as aforesaid, an account shall be taken and rendered of the affairs and business thereof and division of its assets shall be made in the proportions above provided for the division of profits. In taking such account, however, the goodwill and firm name shall not be valued as a partnership asset, but shall belong to the continuing or surviving partner or partners. The representatives of a deceased partner shall accept as true the account furnished by the surviving partner or partners without any examination by or on behalf of such representatives; and it is hereby agreed that the determination by the surviving partner or partners of the amount to which the estate of a deceased partner shall be entitled shall be final and conclusive.

In Witness Whereof, said parties have hereunto set their hands and seals (in triplicate) the day and year first above written.