Agreement dated..............between..............., hereinafter referred to as the "First Partner," and..........., hereinafter referred to as the "Second Partner."

WITNESSETH:

1. The First Partner and the Second Partner agree to form a partnership to engage in the business of manufacturing and selling................, under the firm name of..........

......., hereinafter referred to as the "partnership."

2. The partnership hereby created is to begin on the day of the execution hereof and to continue until..............

At the date last mentioned, the partnership is to be deemed renewed for an additional period of............years, unless one of the parties shall, more than............months prior to such date, give written notice to the other of his intention to terminate such partnership. Similarly, at the expiration of each term of..........years hereunder, the partnership shall be deemed renewed for an additional period of............

years, unless one of the parties shall give at least..........

months' written notice to the other of his intention to terminate the partnership at the end of such............year period.

The mailing of such notice hereunder by either party to the other at the last known residence address of the other party, shall be deemed sufficient notice of termination.

3. The Second Partner has contributed the sum of $___

.....,... to the capital of the partnership; the first Partner will contribute the sum of S..........to the capital of the partnership within one month from the date hereof; provided that before the end of such month, the Second Partner shall have furnished a bond in accordance with the provisions of Paragraph "9." hereof, or the First Partner or his attorney, ...............shall have waived in writing, the furnishing of such bond. Such contributions shall not bear any interest. The parties hereto or either of them may, from time to time, make further contributions upon such terms as may be agreed upon between them. Should any such further contributions to the firm be made, without express agreement as to the terms thereof, such further contributions shall, as between the parties hereto, be deemed loans by the party so contributing to the firm and shall bear compound interest at the rate of five (5%) per cent per annum compounded annually from the date of such contribution.

4. The main office, factory and headquarters of the partnership shall be located within the City of..............., or at such other place or places as may be agreed upon by the parties hereto.

5. The actual management of the business shall be in the hands of the Second Partner. The Second Partner agrees to devote his best efforts to the management of the said business and to the furtherance of its objects and to the profit of the said business and will devote all his time to the partnership business. It is understood that the First Partner is engaged in the business of dealing in the City of.............., State of..............; such business of the First Partner is expressly permitted and allowed and shall not be deemed in any way a breach of his obligation hereunder nor shall he be in any way called upon to account to the Second Partner for any profits he may make in connection with such business. The First Partner shall devote only such time and efforts to the partnership business as it shall be reasonably possible for him to devote in view of his other business interests.

6. In compensation for the services of the Second Partner to the partnership, he shall receive a weekly salary of $........

....., which shall, as between the parties hereto, be deemed an expense of the business.

7. All disbursements and expenses, including the salary hereinbefore provided to be paid to the Second Partner, all receipts, and all profits and losses shall be divided equally between the parties hereto. The Second Partner shall keep just and true books of account, and shall, on the........day of..............and every............months thereafter, render a statement to the party of the first part, showing receipts, disbursements, profits and losses and all facts relating to the financial condition of the business.

8. The Second Partner will take care that any employee or employees of the partnership who may or shall have actual occasion to handle money, shall furnish and keep in force, satisfactory surety company bonds for the faithful performance of their duties.

9. The Second Partner shall within one month from the date hereof furnish and thereafter keep in force a satisfactory surety company bond in the sum of $............., conditioned for the faithful performance of his duties hereunder, unless on or before the expiration of such month, the

First Partner, or his attorney,....................shall, in writing, waive this requirement. After this requirement is so waived, the First Partner may, at any subsequent time during the term hereof give notice to the Second Partner that he furnish such bond and in that event the Second Partner shall furnish such bond within one month after the date of such notice.

10. The bank account of the partnership shall be kept in the firm name at such Bank or Banks within the City of

..............., as may be deemed advisable. The Second

Partner shall have power to draw checks in the firm name. No note shall be drawn in the firm name except upon the signature of both partners.

11. Unless otherwise mutually agreed, all profits hereunder shall be divided between the respective parties hereto on..............., and on............of each subsequent year.

12. As hereinbefore stated, it is understood that the First Partner is the controlling interest in a corporation engaged in the business of buying and selling............in the City of..............., State of............, and intends to continue in such business, either as the controlling interest in the said corporation or otherwise. It is understood and agreed that the First Partner or the firm, corporation or partnership in which he may be interested, shall purchase weekly from the partnership hereby created, at least..........

........... The. First Partner shall have the privilege upon giving at least........months' notice of requiring more than

...............weekly. It is agreed that the partnership hereby created shall produce, deliver and sell to the First Partner, or to such firm, partnership or corporation in which he may be interested, such styles, qualities and quantities of ............as he may, from time to time, require in accordance with the terms hereof. It is further agreed that all............sold by the partnership hereby created to the

First Partner or to the firm, corporation or partnership in which he may be interested, shall be sold for a price equal to $..............in excess of the cost of manufacturing such

............. The term "cost" as herein used shall be deemed to include.........................................

13. It is agreed that all profits realized by the partnership through the transactions set forth in this last foregoing paragraph shall be deemed partnership profits.

All............so purchased by the First Partner or by the firm, corporation or partnership in which he may be interested; shall be deemed purchased for the sole benefit of the First Partner or of the firm, corporation or partnership in which he may be interested; and any profits realized by the re-sale of such............shall be deemed solely the profit of the

First Partner or of the corporation, firm or partnership in which he may be interested; and the First Partner shall not be accountable to the Second Partner in any way for such profits.

14. It is agreed that the partnership hereby created shall undertake to sell to all firms, located in that part of the United States of America which is situated East of a line to be drawn along the western boundary of......................

and will not undertake to sell to any firms situated West of such line; that on the other hand the First Partner and any firm, corporation or partnership which he may control, other than the firm hereby created, shall not undertake to sell to any firms East of such line.

15. The Second Partner agrees that he will not, during the term hereof, endorse any note or become surety for any person or persons whatsoever, without the consent of the First Partner.

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