Partnership Agreement

PARTNERSHIP AGREEMENT

(NAME), and (NAME), the below signed hereby enter into this 
Partnership Agreement on behalf of themselves, their heirs, 
successors and assigns, and set forth following terms and 
conditions as constituting the Partnership Agreement in its 
entirety:

1. The partnership shall go by the following name: (NAME).

2. The partnership's principle place of business shall be 
(DESCRIBE).

3. The first day that the partnership shall begin business is: 
(DATE) and it will continue until the partners agree to terminated 
it or until forced cease its operations by law.

4. The partnership's operations shall be primarily in the 
following field or area: (DESCRIBE)

5. The partnership shall be capitalized as follows: For each $ 
(AMOUNT) (dollars) each partner shall receive (#) shares with 
contribution being made as follows:

Partner A contributes $(AMOUNT). and shall receive (#) shares, the 
same being (#)% of the total shares available.

Partner B contributes $(AMOUNT). and shall receive (#)shares, the 
same being (#)% of the total shares available.

6. Losses and gains on contributed capital and other property 
shall be assigned as follows: (DESCRIBE)

The IRS's general allocation rule shall apply, and gains and 
losses shall be allocated according to the % of total capital 
contributed by each partner as set out in paragraph #5 above.

7. Profits and losses shall be allocated according to the same 
percentage allocation set forth in paragraph 6. above.

8. Salary, if any, for the services rendered shall be determined 
by unanimous approval of the partners.

9. Control and management of the partnership shall be spit equally 
amongst the partners.

10. Each partner shall maintain both an individual drawing account 
and an individual capital account. Into the capital account shall 
be placed that partner's initial capitalization and any increases 
thereto. The drawing accounts shall be used for withdrawal of 
amounts, the size of which is limited to $(AMOUNT) on any one day.

11. Adequate accounting records shall be made and maintained. Any 
partner or his/her agent, may review any and all accounting or 
other records at anytime.

12. The partners designate the following as the Partnership's 
business and checking accounts into which all the funds of the 
Partnership shall be placed and maintained: (DESCRIBE)

13. Accounting records and books shall be kept on a (select one) 
1. cash basis 2. accrual basis and the fiscal year shall begin on 
the (#) day of (MONTH) and shall end (#) day of (MONTH).

14. At the close of the fiscal year there shall be an annual audit 
conducted by the following accounting firm: (DESCRIBE)

15. The partnership shall dissolve upon the retirement, death or 
incapacity of any partner unless the remaining partner elects the 
option of buying out that partner's share. If so elected, the 
partnership shall be valued by submission to arbitration with 
GAMA, Inc., according to reasonable accounting and valuation 
principles, and as set forth in paragraph #17 below. The finding 
of the arbitrator as to the value of the partnership shall be 
final and binding upon the partners, their heirs, successors, and 
assigns. Upon the issuance of this finding, the remaining partner 
shall have (TIME) to buy out the previous partner's share. Should 
more than one remaining partner desire to buy this share, the 
share shall be split evenly between the same.

16. Upon termination or dissolution of the Partnership, the 
Partnership will be promptly liquidated, with all debts being paid 
first, prior to any distribution of the remaining funds. 
Distribution shall be made according to the percentage of 
ownership as set out in paragraph #5 above.

17. Any controversy or claim arising out of or relating to this 
Agreement, or the breach thereof, shall be settled by arbitration 
in accordance with the Commercial Arbitration Rules of the 
American Arbitration Association, and judgment upon the award 
rendered by the arbitrator(s) may be entered in any court having 
jurisdiction thereof.

So agreed, this (#) day of (MONTH), 19  .

________________________
(NAME)
________________________
(NAME)