Partnership Agreement – Long

THIS AGREEMENT OF PARTNERSHIP

is
made this __________ day of _________, 200______, by and between the undersigned
whose names and addresses are set forth below for the purpose of forming a general
partnership.

________________________________________

________________________________________

NOW
THEREFORE THE PARTIES AGREE AS FOLLOWS:

I. FORMATION, NAME, PRINCIPAL PLACE
OF BUSINESS

1.01 Formation. The Partners agree to form a Partnership
(the “Partnership”). Except as otherwise provided in this Partnership
Agreement, the Partnership will be governed by the laws of England.

1.02
Name. The Partnership will conduct business under the name of _____________________
or any other name designated by the Partners.

1.03 Principal Place
of Business. The principal place of business of the Partnership will be in ____________________________
or any other place designated by the Partners.

ll. TERM

2.01
Term. The Partnership will be incorporated on or before ______________________ and
will continue until _______________________, unless continued by the agreement
of all the Partners, or sooner dissolved.

III. PURPOSES

3.01
Purpose. The purpose of the Partnership will be as follows:

________________________________________

________________________________________

IV.
ACCOUNTING FOR THE PARTNERSHIP

4.01 Method of Accounting. The Partnership
books will be maintained on the accrual basis in accordance with generally accepted
accounting principles; provided that the Partnership will, to the extent allowed
by the law, keep books and reports for income tax purposes on the cash basis method
of accounting.

4.02 Fiscal year. Unless changed by the Partners,
the fiscal year of the Partnership for accounting and income tax purposes will
be the ___________ provided that if the Partnership is dissolved and the business
of the Partnership is not continued pursuant to Section 14.01 (Dissolution Events)
the final fiscal year of the Partnership will end on the date the Partnership
is terminated.

4.03 Annual Statements. The Partners will cause annual
financial statements of the operations of the Partnership to be prepared. The
financial statements will include a balance sheet, income statement, statement
of sources and uses of cash and a statement of Partners’ equity. The report will
also include a statement describing financial transactions between the Partners
and the Partnership during the year, including the services rendered or to be
rendered by the Partners and the amount of fees, commissions and other compensation
received or to be received by the Partners and other supporting statements as
the Partners may deem relevant. To the extent it is feasible to do so, the annual
financial statements will be mailed to the Partners within seventy five (75) days
after the close of each fiscal year.

4.04 Income Tax Information.
The Partners will cause the Partnership to provide each Partner with information
on the Partnership’s taxable income or loss and each class of income, gains, loss
or deduction that is relevant to reporting Partnership income under the laws of
England or country in which any Partner may be obligated to file income tax returns.
The information will show each Partner’s distributive share of each class of income,
gain, loss, deduction or other tax attribute. To the extent it is feasible to
do so, the income tax information will be furnished to the Partners within seventy-five
(75) days after the close of the Partnership’s fiscal year.

4.05 Accountants.
The Partners will cause the Partnership to engage as employees or independent
contractors such bookkeepers, accountants and tax advisors as the Partners may
deem appropriate. The costs of these services will be borne by the Partnership.

4.06 Access
to Accounting Records. The Partnership books and records will be maintained at
the Partnership’s principal place of business, except as may be necessary for
the convenience of accountants and tax advisors who may temporarily remove portions
of the Partnership’s books and records in connection with their work. All Partners
will have the right on reasonable notice to the Partnership to either personally
or through authorised agents inspect and, at their own expense, copy the books
and records of the Partnership, provided that all Partnership information must
remain confidential and cannot be disclosed to third parties if to do so would
prejudice or impair any rights of the Partnership or its Partners.

V.
CAPITAL CONTRIBUTIONS & ADMISSION OF NEW PARTNERS

5.01 Capital
Contributions. The Partners will complete Schedule “A”, setting forth
the amount of capital contribution to the Partnership credited to each Partner,
the number of Partnership Units issued therefore, and the amounts of additional
capital contributions to be made by the dates set forth on Schedule “A”.
Partner obligations to make additional capital contributions will be evidenced
by promissory notes.

5.02 Need for Additional Capital Contributions.
If at any time the Partners determine that the cash available to the Partnership
is, in the Partners’ reasonable judgement, inadequate to meet the then existing
and projected needs of the Partnership, the Partners may request the Partners
to purchase additional Partnership Units to provide the required additional cash.
The Partners will advise the Partners in writing of the Units to be sold, the
price and terms upon which the Units will be sold and the purpose for which the
proceeds will be used. The price and terms may be more or less favourable than
those on which the initial Units were offered. Within fifteen (l5 days after the
mailing of this notice by the Partners, each Partner may elect in writing to purchase
all, any part of, or none of his pro-rata share of the additional units. If any
Partner does not elect to purchase his pro-rata share of the additional units,
the unsubscribed units will be available for purchase, on a pro-rata basis, by
the other Partners who do purchase additional units. If all the additional units
are not purchased by the Partners, the Partners may offer and sell the unsold
additional units to other persons on the same terms and conditions as were available
to the Partners or on such other terms and conditions as the Partners may decide,
which terms may be more or less favourable than the offer to the Partners.

All
sales of additional units under this section are subject to compliance with applicable
federal and provincial securities laws. If, acting upon advice of counsel to the
Partnership, the Partners determine in their reasonable judgement that to qualify
the sale of these units it would be necessary or appropriate to allow only some
of the Partners and/or only certain other persons who are not Partners to participate
in the offering, the Partners may determine in their sole discretion, those who
will be offered the opportunity to participate.

5.03 Capital Accounts.
An individual capital account will be maintained for each Partner. The capital
account of each Partner will consist of his original cash contribution of capital,
increased by (i) his additional capital contributions, and (ii) his share of Partnership
Profits, and decreased by (a) distributions to the Partner, whether in cash or
in kind, and (b) his share of Partnership Losses.

VI. ALLOCATION OF PROFITS
AND LOSSES

6.01 Operating Profits. Operating profits, operating
losses, taxable operating profits and taxable operating losses and credits shall
be allocated to the Partners separately pursuant to the Partnerships Act.

6.02 Capital
Profits. Capital Profits, Capital losses, Taxable Capital Profits and Taxable
Capital Losses will be allocated to the Partners up to the amounts of available
cash distributed to them in excess of cumulative net operating profits allocated
to them from the inception of the Partnership, then to Partners, if any, with
negative capital accounts up to the amount of their negative capital account balances
and thereafter to the Partners pro-rata in accordance with their ownership of
Partnership units. For the purposes of this section, cash distribution before
<date of the year Periodic Computation. Profits and losses and taxable profits and
taxable losses shall be computed periodically. A proportional adjustment of profits
and losses shall be made between a Partner and a Partner’s assignee as of the
date that the Partner’s assignee becomes a substituted Partner. All other allocations
of profits and available cash which are allocated to the Partners will be allocated
among them in proportion to the number of units held by each Partner.

VII.
INDEMNITY OF PARTNERS

7.01 Limited Liability and Indemnity. The
Partners will have liability with respect to liabilities and obligations of the
Partnership equal to the proportionate share of units held by each Partner. The
Partners agree to indemnify and save one another harmless from any liability in
connection with the liabilities of the Partnership above and beyond any Partner’s
proportionate share in same.

VIII. CASH DISTRIBUTIONS

8.01 Available
Cash. Available cash will be distributed each year, except as follows:

(a)
Available cash in amounts in excess of cumulative net operating profits allocated
to the Partners from the inception of the Partnership will be distributed to the
Partners until the Partners have received distributions of available cash in excess
of these operating profits equal to the amount of their initial capital contributions.

(b)
Available cash will then be distributed to the Partners in proportion to the number
of units held by each partner.

(c) Upon liquidation of the Partnership,
available cash will be distributed to the Partners as provided above, except that
after making the distributions under (a) and (b) above, and taking into account
cash contributions, if any, to be made by the Partners on liquidation in accordance
with Section l4.02 (Liquidation Distributions), available cash will be distributed
to the Partners in amounts equal to each Partner’s respective capital account
balance.

IX. REIMBURSEMENT OF PARTNER EXPENSES

9.01 Reimbursement.
The Partners shall be reimbursed for any and all reasonable expenditures that
they incur and pay on behalf of the Partnership.

X. LOANS

10.01 Partnership
Loans. If the Partners deem it to be in the Partnership’s interest, the Partnership
may borrow from a Partner or Partners. Interest will be payable on the loans at
an annual rate agreed by the Partners.

XI. MANAGEMENT

11.01 Powers
of Partners. Except as otherwise expressly stated herein the Partners will participate
in the management of the Partnership affairs. All decisions of the Partnership
will be made by the Partners and the Partners will have exclusive authority to
manage and conduct all the business of the Partnership, with all rights, powers
and authority that are conferred by law or are necessary, convenient or appropriate
for the managing of the Partnership’s business subject only to those exceptions
expressly set forth in this Agreement. The Partners agree that all Partnership
decisions shall be made in accordance with Section 18.01 of this Agreement and
that the following powers or actions shall require approval under the said Section:

(a) to borrow funds from any source for Partnership purposes, and as security
therefore, to mortgage or pledge the property or any other assets of the Partnership,
whether real or personal; to repay in whole or in part, refinance, recast, increase,
modify or extend any mortgage or mortgages or other encumbrances on the property
or any other assets of the Partnership, and in connection therewith, to execute
for and on behalf of the Partnership any extension, renewals, or modifications
of such mortgages or other encumbrances, new mortgages or other encumbrances in
lieu of existing mortgages or other encumbrances, and to execute notes, bonds
and other evidences of indebtedness;

(b) to act for the Partnership in all
transactions concerning the Partnership’s real or personal property or business
affairs, including the execution of all contracts, leases, deeds, options, loan
obligations, deeds of trust and notes;

(c) to amend this Agreement and the
Certificate of Partnership.

Any mortgagee, grantee, creditor or any person
dealing with the Partnership shall be required to investigate the authority of
the Partners and to secure the approval or confirmation by all Partners of any
act of the Partners in connection with the conduct of the Partnership business.
The signature of all of the Partners will be necessary to convey any interest
in Partnership real property and the Partners will prepare and record a Statement
of Partnership to this effect in _____________________

The Partners will
be liable to the Partnership in connection with the management of the Partnership’s
affairs for acts or omissions which constitute gross negligence or wilful misconduct,
including any wilful breach of this Agreement.

11.02 Competition.
The Partners will devote only as much of their time and attention to the Partnership
as they each deem necessary or advisable and they may, during the continuance
of this Agreement, engage in any activity for their own profit and advantage without
the consent of the Partners. The Partners have other business interests and may
engage in any other businesses, trades, professions or employment whatsoever,
including the acquisition, ownership, management and disposition of the following:

Their
own accounts or in Partnership with or as employees, officers, directors or stockholders
of any other entity, whether or not such interests or activities compete with
the business of the Partnership, and the Partners will not have to account to
or otherwise make available to the Partnership or the Partners any other business
or investment profits or opportunities that might be available to the Partners.
Situations may arise where the Partners or any of them owe conflicting duties
to this Partnership and to other persons or entities. The Partners will resolve
these conflicts in good faith and will be liable to the Partnership only for acts
or omissions which constitute gross negligence or wilful misconduct.

11.03 Compensation
of the Partners. The Partners are to receive no compensation by way of salary
from the Partnership. The Partnership, may, however, contract with one or more
of the Partners to provide services to the Partnership provided that the compensation
for these services is comparable to what the Partnership would have had to pay
an unrelated party to provide these services. All contracts between the Partnership
and a Partner or an affiliate of a Partner must be approved by a majority of the
disinterested Partners and all actions on behalf of the Partnership with respect
to these contracts, including enforcement of the contract, will be by action of
a majority of the disinterested Partners.

XII. SALE OF THE PARTNERSHIP
ASSETS

12.01 The Partners may sell or otherwise transfer the Partnership’s
properties but the consent of all of the Partners shall be required in connection
with a sale or other transfer of any portion of the holdings of the Partnership.

XIII.
ASSIGNMENTS OF PARTNERSHIP INTERESTS

13.01 Assignment. No Partner
shall assign (which term as used herein shall include a gift, devise, sale, transfer,
encumbrance or other disposition, whether voluntary, involuntary, or by act of
law) all or any part of his interest in the Partnership otherwise than in accordance
with the provisions and subject to the limitations of this Section 13.01 and of
Section 13.02, and any assignment not in accordance with this Article XIII will
be void and of no effect. Any Partner at any time and from time to time may assign
all or any part of his Partnership interest to any person pursuant to a bona fide
written offer, but not until after having first offered it to the Partnership
on the same terms as contained in the bona fide written offer. The Partner so
desiring to assign all or part of his interest pursuant to this Section 13.01
shall notify the Partnership in writing and furnish the Partners with a copy of
the bona fide written offer. The Partners shall determine whether the Partnership
shall purchase the units. If the assigning Partner shall not within fifteen (l5)
days after delivery of this notice receive written notice from the Partners that
the Partnership desires to purchase the entire interest to be assigned, the assigning
Partner may assign this interest pursuant to the bona fide written offer at any
time within forty-five (45) days after the termination of the fifteen day period.
The assignee will not, however, become a substituted Partner except in accordance
with Section 13.02.

13.02 Admission of Substituted Partners. Notwithstanding
anything above to the contrary, no assignee, by operation of law or otherwise,
of the whole or any portion of a Partner’s interest will become a substituted
Partner unless the written consent of all of the Partners to such substitution
has been obtained and until such assignee shall execute and acknowledge such instruments,
in form and substance satisfactory to the Partners, as the Partners shall deem
necessary or desirable to effectuate the admission of such assignee as a substituted
Partner and to confirm the agreement of such assignee to be bound by all the terms
and provisions of this Agreement and the Certificate of Partnership, as same may
be amended, with respect to the interest acquired.

As to assignees who do
not become substituted Partners or as to assignees before substitution as Partners,
both the Partnership and the Partners shall be entitled to treat the assignor
of any interest in the Partnership as the absolute owner thereof in all respects,
and shall incur no liability for distributions of cash or other property made
to him, until such time as the written assignment has been received by and recorded
on the books of the Partnership. All reasonable expenses, including solicitors’
fees, incurred by the Partnership in connection with an assignment, shall be borne
by the assignee.

A substituted Partner shall have all the rights, obligations
and liabilities of a Partner under this Agreement. An assignee of Partnership
units who does not become a substituted Partner shall have none of the rights
of a Partner under this agreement.

XIV. DISSOLUTION AND LIQUIDATION

14.01 Dissolution
Events. The death, bankruptcy, incompetence or insanity of a Partner will dissolve
or terminate the Partnership. The sale of all or substantially all of the assets
of the Partnership or the vote of the Partners to dissolve the Partnership also
dissolves the Partnership.

In the event that the Partnership is dissolved
and not continued, the Partners shall make the necessary arrangements to wind
up and terminate the affairs of the Partnership in accordance with applicable
laws.

14.02 Liquidation Distributions. Upon dissolution, if the
Partnership is not continued, the Partnership will engage in no further business
other than that necessary to wind up the business of the Partnership and liquidate
its assets. Any profit or loss on disposition of Partnership properties during
liquidation shall be allocated in accordance with the provisions of Article VI
(Allocation of Profits and Losses) of this Agreement. After retention by the Partnership
of sufficient proceeds to meet and satisfy operating costs and the cost of sale,
as determined in the sole discretion of the Partners, the proceeds of liquidation
(the “Liquidation Distribution”) will then be distributed in the following
order:

(a) Payments to creditors of the Partnership, other than Partners,
in the order of priority provided by law;

(b) Payments to Partners for loans
made by them to the Partnership;

(c) Distributions shall then be made in
accordance with the provisions of Section 8.01 (Available Cash).

If upon
liquidation of the Partnership and distribution of its assets, as provided above,
any Partner would have a negative balance in his capital account, the negative
balance will constitute a debt to the Partnership and shall be paid in cash by
the Partner on demand by the Partnership.

XV. PURCHASE OF PARTNER’S INTEREST

15.01
Purchase of Partner’s Interest. The Partners may elect to have the Partnership
purchase a deceased, bankrupt, incompetent or insane Partner’s units. This election
must be made by delivery of a written notice of its exercise upon the Partner
or his executor, administrator or other legal representative within ninety (90)
days after receipt of written notification by the Partnership of the Partner’s
death, bankruptcy, incompetence or insanity or at any time if no written notice
is given to the Partnership.

15.02 Purchase price. The purchase price
to be paid for a Partner’s interest under these Article shall be equal to the
amount that would have been received by that Partner if all the assets of the
Partnership had been liquidated in a sale at fair market value on the date of
the notice of election to the Partner or the date the Partner ceased to be a Partner,
and the proceeds of such liquidation distributed pursuant to the provisions of
such section. The purchase price shall not, however, include any amount that might
be received for the Partnership’s goodwill, if any.

In the event that the
terminating Partner or the Partner’s legal representative and the remaining Partners
cannot reach an agreement as to the purchase price to be paid for the Partner’s
interest because they cannot agree as to the value for which the assets of the
Partnership (excluding goodwill) could be sold or the amount for which the Partnership’s
liabilities could be discharged, then such amounts shall be established by an
appraisal of such assets and liabilities by the auditor other recognised appraiser
agreed upon by the selling Partner (or his representatives) and the Partners and
the appraised values will be reduced by the amount of brokerage fees and any closing
costs customarily incurred in disposing of the assets (but in total these estimated
costs to exceed l0% of the agreed or appraised asset values). If they cannot agree
upon the selection of an appraiser, then the selling Partner (or his representative)
shall select a qualified appraiser and the other Partners as a group shall select
a second qualified appraiser, which two said appraisers shall select a third qualified
appraiser who shall then make the required determination.

15.04 Manner
of Payment. The purchase price for the Partner’s interest shall be paid as follows:

(a)
Ten Percent (10%) within 60 days after the determination thereof;

(b) The
balance in full within thirty six (36) months thereafter;

until paid, this
obligation shall be evidenced by a promissory note of the Partnership bearing
interest at the rate of __________% per annum.

The note will provide
that the Partnership may pay all or a part thereof at anytime during the term
thereof without prepayment penalty.

XVI. BANK ACCOUNTS

16.01 The
Partner shall open and maintain in the name of the Partnership accounts with such
banks or savings and loan associations as are necessary to effectuate this Agreement
and the Partnership’s business. Funds from all such accounts shall be deposited
and withdrawn on the signature of one of the Managing Partners, or duly authorised
representatives of the Partners.

XVII. SUCCESSORS IN INTEREST

17.01 This
Agreement shall in all respects bind and enure to the benefit of the parties hereto
and their respective heirs, executors, administrators or other legal representatives,
subject to the provisions of this agreement limiting rights of assignment and
the rights of non-substituted Partners.

XVIII. VOTING AND AMENDMENT

18.01
Voting Rights. Each Partner shall be entitled to vote upon matters affecting the
basis structure and business of the Partnership, including the following matters:

(a)
Admission of Partners;

(b) Termination of the Partnership;

(c) Development
of business activities.

18.02 Admission of Partners. The admission
of a new Partner requires the vote or written consent of the holders of seventy-five
percent (75%) or more of the Partnership units. This provision is not subject
to amendment by less than said percentages.

18.03 Other Matters.
The approval of all other matters as to which Partners may or shall vote shall
require the vote or written consent of the holders of more than fifty percent
(50%) of the Partnership units.

18.04 Amendments. Notwithstanding
anything to the contrary contained in this Agreement, this Agreement may not be
amended without the consent of the holders of more than fifty percent (50%) of
the Partnership units.

18.05 Voting Procedure. The Partners may vote
only by written instrument. Written proxies or powers of attorney to vote Partnership
units will not be honoured.

XIX. MEETINGS

19.01 Meeting
Rules. Meetings of the Partners may be called by the Partners or by Partners holding
more than thirty percent (30%) of the then outstanding Partnership units, for
any matter for which the Partners may vote as set forth herein. Upon receipt of
a written request, either in person or by registered mail, stating the purpose
of the meeting, the Partners shall provide all Partners, within ten (l0) days
after receipt of such request, written notice (either in person or by registered
mail) of a meeting and the purpose of such meeting to be held on a day not less
than fifteen (l5) nor more than sixty (60) days, after receipt of said request,
at a time and place convenient to the Partners. Votes taken at a meeting must
be in accordance with Article XVIII (Voting and Amendment).

XX. MISCELLANEOUS
PROVISIONS

20.01 Power of Attorney. Each Partner hereby irrevocably
constitutes and appoints each of the Partners with full power of substitution,
his true and lawful attorney-in-fact for him and in his name, place and stead,
for his use and benefit, to sign, acknowledge, file and record:

(a) The
Certificate of Partnership of the Partnership and any amendments thereto which
are made to reflect amendments to this Agreement or to reflect any reductions
in the amount of the contributions of a Partner or which are required pursuant
to the Partnerships Act.

(b) Any fictitious business name certificate or
amendment thereto or other instrument or document which may be required to be
filed or recorded by the Partnership, on its own behalf or on behalf of the Partners,
under the laws of the state of __________________ or any other jurisdiction.

(c)
Any document that may be required to effect the continuation of the Partnership,
the admission of a substituted Partner or additional Limited or Partners, or the
dissolution or termination of the Partnership, and any amendment to this Agreement
or the Partnership’s Certificate of Partnership in connection therewith, provided
that such continuation, admission, dissolution, or termination is in accordance
with the terms of this Agreement. The foregoing provisions do not supersede any
other provisions of this Agreement, nor is this power of attorney to be used to
deprive any Partner of its rights under this Agreement, but is intended only to
provide a simplified system for execution, filing and recording of documents and
to permit the use of the provisions of the Partnerships Act. The power of attorney
granted herein is coupled with an interest, is irrevocable and shall survive any
assignment of a Partner’s interest in the Partnership.

20.02 Amendment
of Certificate of Partnership. An amendment to the Partnership’s Certificate of
Partnership may be signed, personally or by an attorney-in-fact, by:

(a)
A Partner and the new Partner if the amendment is caused by the addition of a
Partner; or

(b) A Partner, the substituted Partner and the transferring
Partner, if the amendment is caused by the substitution of a Partner.

20.03 Notices.
All notices under this Agreement shall be in writing and shall be given to the
parties at the addresses hereinafter set forth and to the Partnership at its principal
office, or at such other address as any of the parties may from time to time specify.

________________________________________

________________________________________

________________________________________

20.04
Counterparts. This Agreement may be signed in any number of counterparts, all
of which when taken together shall constitute the original instrument.

20.05
Severability. In the event that any provision of this Agreement shall be held
unenforceable, such provision shall be severed and the remainder of this Agreement
shall nevertheless remain in full force and effect.

20.06 Gender.
All references herein to “he”, “him” or “his” shall
be deemed where appropriate, references to “she”, “her”, or
“hers” or to “it” or “its”.

20.07 Applicable
Law. This Agreement shall be deemed to be made and performed in, and shall be
governed and construed in accordance with the laws of England.

XXI.
DEFINITIONS

21.01 The following terms used in this Partnership
Agreement shall (unless otherwise expressly provided herein or unless the context
otherwise requires) have the following respective meanings:

(a) “Agreement”
shall refer to this Agreement of Partnership.

(b) “Assignee” shall
mean a person who had acquired a beneficial interest in one or more units but
who is not a substituted Partner.

(c) “Available Cash” means all
cash or other property received by the Partnership, including proceeds from sales,
condemnations, transfers or other dispositions of Partnership property or interests
therein, proceeds of any loans to the Partnership and insurance proceeds received
with respect to Partnership property, remaining after payment or provision for
payment has been made of all sums reasonably determined by the Partners as being
required to pay all current Partnership expenses and to provide reasonable reserves
for development, capital improvements, replacement and debt service, together
with other obligations of the Partnership that will become payable within the
following twelve months, taking into account the amount and timing of anticipated
revenues from operations, all as reasonably determined by the Partners after consultation
with the Partnership’s accountants. Until changed by the Partners in the exercise
of their reasonable judgement it will be the policy of the Partnership (i) to
accumulate reserves for the development of the Partnership and to minimise the
Partnership borrowing requirements and (ii) to accumulate working capital reserves
at least as large as half of one year’s operating expenses.

(d) “Partnership
Units” or “Units” shall refer to the Units issued to the Partners
and represent the contributions of capital to the Partnership entitling the holder
to an interest in the Net Profits, Net Losses and distributions of the Partnership.

(e)
“Majority” refers to the vote of Partners who own more than fifty percent
(50%) of the total interests owned by all Partners in that class.

(f) “Profits”
means the Partnership’s annual profits, including capital gains, and the term
“Losses” means the Partnership’s annual losses, including capital losses,
as determined in accordance with generally accepted accounting principles on the
accrual basis. The term “Taxable Profits” means the Partnership’s annual
profits, including capital gains, and the term “Taxable Losses” means
the Partnership’s annual losses including capital losses, as determined in the
Partnership’s information tax return as from time to time amended, prepared by
the Partnership’s accountants for federal income tax purposes, and determined
on the cash basis. The terms “Operating Profits” or “Operating
Losses” mean the Partnership’s annual Profits or Losses from the ongoing
business operations of the Partnership, and excluding Profits or Losses attributable
to sales, condemnations, transfers or other dispositions of Partnership property
or interests therein, and insurance proceeds received with respect to Partnership
property, all as determined in accordance with generally accepted accounting principles
on the accrual basis. The term “Taxable Operating Profits” or “Taxable
Operating Losses” mean the Partnership’s Taxable Profits or Taxable Losses
from ongoing business operations of the Partnership, and excluding taxable Profits
or Losses attributable to sales, condemnations, transfers or other dispositions
of Partnership capital assets or interest therein, and insurance proceeds received
with respect to Partnership property except that Taxable Operating Profits include
income from a sale or exchange of a capital asset which is taxed at ordinary income
rates because of the recapture of depreciation, and including the recapture of
investment tax credits because of any early disposition of a capital asset. “Capital
Profits and Losses” and “Taxable Capital Profits and Losses” mean
the Partnership’s Profits or Losses or Taxable Profits or Losses attributable
to sales, condemnations, transfers or other dispositions of Partnership capital
assets or interests therein, and insurance proceeds received with respect to Partnership
capital assets.

(g) “Partners” shall refer to the Partners and
reference to a “Partner” shall be to any one of the Partners.

(h)
“Partnership” shall refer to the Partnerships created under this Agreement.

(i)
“Property” shall refer in part to the real property described in Schedule
“B”, if any, and interests therein owned by the Partnership.

(j)
“Pro-rata share” shall mean a Partner’s pro-rata share determined by
dividing the total number of Partnership units held by a Partner by the total
number of outstanding Partnership Units.

(k) “Substituted Partner”
is the assignee of a Partner who is admitted to the Partnership in the place and
stead of his assignor.

DATED THIS _____________ DAY OF __________________,
200_____.

In witness whereof the parties have signed this Agreement.

________________________
____________________________

NAME SIGNATURE

________________________
____________________________

NAME SIGNATURE

========================================================

This
Section For Notary

TOWN OF __________________________

COUNTY
OF ________________________

On _____________________________________, before
me,

________________________________________, Notary Public,

personally
appeared ___________________________________

_________________________________________
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorised
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS
my hand and official seal.

Signature of Notary

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