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)