THIS PARTNERSHIP AGREEMENT is made this __________ day of ____________ 2XXX , by and between John Doe ("Doe") and Mark Smith ("Smith").

Explanatory Statement

The parties hereto desire to enter into the business of purchasing, acquiring, operating, leasing, owning and selling [specify], including but not limited to that certain parcel of land, and all improvements constructed thereon, described as [specify address] and engaging in any other lawful phase or aspect of [specify]. In order to accomplish their aforesaid desires, the parties hereto desire to join together in a general partnership under and pursuant to the Uniform Partnership Act, amended from time to time (the "Act").

NOW THEREFORE, in consideration of their mutual promises, covenants, and agreements, and the Explanatory Statement, which Explanatory Statement is incorporated by reference herein and made a substantive part of this Partnership Agreement, the parties hereto do hereby promise, covenant and agree as follows:

Definitions

Throughout this Partnership Agreement, and unless the context otherwise requires, the word or words set forth below within the quotation marks shall be deemed to mean the words which follow them:

1. "Agreement" - This Partnership Agreement.

2. "Bankruptcy" - The filing by a Partner of a petition commencing a voluntary case under the Bankruptcy Code; a general assignment by a Party for the benefit of creditors; an admission in writing by a Partner of his inability to pay his debts as they become due; the filing by a Partner of any petition or answer in any proceeding seeking for himself or consenting to, or acquiescing in, any insolvency, receivership, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, or the filing by a Partner of an answer or other pleading admitting or failing to deny, or to contest, the material allegations of the petition filed against him in any such proceeding; the seeking or consenting to, or acquiescence by a Partner in, the appointment of any trustee, receiver, or liquidator of him, or any part of his property; and the commencement against a Partner of an involuntary case under the Bankruptcy Code, or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution or like law or statute, which case or proceeding is not dismissed or vacated within 60 days.

3. "Partner" - Each of the persons signatory hereto and any other person or persons who may subsequently be designated as a general partner of this partnership pursuant to the further terms of this Agreement.

4. "Partnership" - This general partnership.

5. "Partnership Interest" - The share of profits and surplus of a Partner.

6. "Partnership Rights" - The property rights of a Partner, which are comprised of a Partner's: (1) right in specific partnership property, (2) interest in the Partnership and (3) right to participate in the management thereof.

7. "Persons" - Individuals, partnership, corporations, unincorporated associations, trusts, estates and any other type of entity.

8. "Retirement" - The decision or determination of a Partner to no longer continue as a Partner, upon written notice to all of the other Partners.