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.

Section 1. Name

The name of the Partnership shall be [specify name].

Section 2. Principal Place of Business

The principal office and place of business of the Partnership (the "Office") shall be located at [specify address]. The Partnership shall have such other or additional offices as the Partners may, from time to time, determine in accordance with Section 8 of this Agreement.

Section 3. Business and Purpose

3.1. The business and purposes of the Partnership are to acquire, hold, manage, operate, develop, sell and lease real property (the "Property"), or interest therein, including but not limited to that certain parcel of land, and all improvements constructed thereon, described on Exhibit A hereto and incorporated herein by reference, and to engage in any other phase or aspect of the real estate business, and such other businesses and purposes as the Partners may from time to time determine in accordance with Section 8 of this Agreement.

3.2. The Partnership may also do and engage in any and all other things and activities and have all powers incident to the said acquisition, holding, management, operation, development, sale and leasing of the Property, or any part or parts thereof, including, by way of illustration and not by way of limitation, arranging for and delivering contracts of sale, deeds, leases, deeds of trust, ground leases, mortgages, notes and other evidence of indebtedness, security agreements, and other security instruments; entering into agreements for the construction, design and management of improvements; and doing all things reasonably incident to the development, management, leasing and sale of the Property.

Section 4. Term

The Partnership shall commence upon the date of this Agreement, as set forth above. Unless sooner terminated pursuant to the further provisions of this Agreement, the Partnership shall continue until the close of business on [specify], or until renewed.

Section 5. Capital Contribution

5.1. The original capital contributions to the Partnership of each of the Partners shall be made concurrently with their respective execution, acknowledgement, sealing and delivery of this Agreement in the following dollar amounts set forth after their respective names: