Partnership Agreement

PARTNERSHIP AGREEMENT

This Partnership (the "Agreement") is made by and among the General Partners listed below (the "General Partners").

ARTICLE I - GENERAL PROVISIONS

1.1 Formation of the Partnership:

The parties hereto agree to form a general partnership (the "Partnership") under the [State] Uniform Partnership Act (the "Act").

1.2 Name of the Partnership:

The name of the Partnership shall be ___________________________________, or such other name as shall be selected from time to time by the General Partners.

1.3 Purposes:

Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of ______________________________; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing.

1.4 Principal Place of Business and Office of the Partnership:

The principal place of business and office of the Partnership shall be located at __________, or such other place or places as the General Partners may from time to time determine. In addition, the Partnership may maintain such other offices as the General Partners deem advisable.

1.5 Term:

The Partnership....