JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of  this ____________________ day of ____________________, ____________________,  by and between ______________ of __________ (hereinafter "____________") and  _______________________________ of _________________________ (hereinafter  "____________________").

ARTICLE I

GENERAL PROVISIONS

1.01 Business Purpose. The business of the Joint Venture shall be as follows:  

(Describe Business Purpose)

1.02 Term of the Agreement. This Joint Venture shall commence on the date first above  written and shall continue in existence until terminated, liquidated, or dissolved by law or as  hereinafter provided.  

ARTICLE II

GENERAL DEFINITIONS

The following comprise the general definitions of terms utilized in this Agreement:  

2.01 Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one or  more intermediaries, controls, is controlled by or is under common control of such entity.  

2.02 Capital Contribution(s). The capital contribution to the Joint Venture actually made  by the parties, including property, cash and any additional capital contributions made.  

2.03 Profits and Losses. Any income or loss of the Partnership for federal income tax  purposes determined by the Partnership's fiscal year, including, without limitation, each item of  Partnership income, gain, loss or deduction.  

ARTICLE III

OBLIGATIONS OF THE JOINT VENTURERS

______________ is responsible for all operations and decisions of the Joint Venture  and will be compensated for providing various services.  

ARTICLE IV

ALLOCATIONS

4.01 Profits and Losses. Commencing on the date hereof and ending on the termination  of the business of the Joint Venture, all profits, losses and other allocations to the Joint Venture  shall be allocated as follows at the conclusion of each fiscal year:  

_____________ . . . . . . . .  _________________%  

_____________ . . . . . . . .  _________________%

ARTICLE V

RIGHTS AND DUTIES OF THE JOINT VENTURERS

5.01 Business of the Joint Venture.  ___________________________________  shall have full, exclusive and complete authority and discretion in the management and control of  the business of the Joint Venture for the purposes herein stated and shall make all decisions  affecting the business of the Joint Venture. At such, any action taken shall constitute the act of,  and serve to bind, the Joint Venture.   _____________________________ shall manage and  control the affairs of the Joint Venture to the best of its ability and shall use its best efforts to carry  out the business of the Joint Venture.  _________________________ shall not participate in  or have any control over the Joint Venture business nor shall it have any authority or right to act  for or bind the Joint Venture.  

ARTICLE VI

AGREEMENTS WITH THIRD PARTIES AND  WITH AFFILIATES OF THE JOINT VENTURERS

6.01 Validity of Transactions. Affiliates of the parties to this Agreement may be engaged  to perform services for the Joint Venture. The validity of any transaction, agreement or payment  involving the Joint Venture and any Affiliates of the parties to this Agreement otherwise permitted  by the terms of this Agreement shall not be affected by reason of the relationship between them  and such Affiliates or the approval of said transactions, agreement or payment.  

6.02 Other Business of the Parties to this Agreement. The parties to this Agreement and  their respective Affiliates may have interests in businesses other than the Joint Venture business.  The Joint Venture shall not have the right to the income or proceeds derived from such other  business interests and, even if they are competitive with the Partnership business, such business  interests shall not be deemed wrongful or improper.  

ARTICLE VII

PAYMENT OF EXPENSES

All expenses of the Joint Venture shall be paid by _________________________  and shall be reimbursed by the Joint Venture.  

ARTICLE VIII

INDEMNIFICATION OF THE JOINT VENTURERS

The parties to this Agreement shall have no liability to the other for any loss suffered  which arises out of any action or inaction if, in good faith, it is determined that such course of  conduct was in the best interests of the Joint Venture and such course of conduct did not  constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by  the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any  claims sustained by it in connection with the Joint Venture.  

ARTICLE IX

DISSOLUTION

9.01 Events of the Joint Ventures. The Joint Venture shall be dissolved upon the  happening of any of the following events:  

(a)  The adjudication of bankruptcy, filing of a petition pursuant to a Chapter of the  Federal Bankruptcy Act, withdrawal, removal or insolvency of either of the parties.  

(b)  The sale or other disposition, not including an exchange of all, or substantially all, of  the Joint Venture assets.

(c)   Mutual agreement of the parties.  

ARTICLE X

MISCELLANEOUS PROVISIONS

10.01 Books and Records. The Joint Venture shall keep adequate books and records at  its place of business, setting forth a true and accurate account of all business transactions arising  out of and in connection with the conduct of the Joint Venture.  

10.02 Validity. In the event that any provision of this Agreement shall be held to be  invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this  Agreement.  

10.03 Integrated Agreement. This Agreement constitutes the entire understanding and  agreement among the parties hereto with respect to the subject matter hereof, and there are no  agreements, understandings, restrictions or warranties among the parties other than those set  forth herein provided for.  

10.04 Headings. The headings, titles and subtitles used in this Agreement are for ease of  reference only and shall not control or affect the meaning or construction of any provision hereof.

10.05 Notices. Except as may be otherwise specifically provided in this Agreement, all  notices required or permitted hereunder shall be in writing and shall be deemed to be delivered  when deposited in the United States mail, postage prepaid, certified or registered mail, return  receipt requested, addressed to the parties at their respective addresses set forth in this  Agreement or at such other addresses as may be subsequently specified by written notice.  

10.06 Applicable Law and Venue. This Agreement shall be construed and enforced  under the laws of the State of ______________________.

10.07 Other Instruments. The parties hereto covenant and   agree that they will execute  each such other and further instruments and documents as are or may become reasonably  necessary or convenient to effectuate and carry out the purposes of this Agreement.  

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day  and year first above written.   Signed, sealed and delivered in the presence of:  

___________________________   __________________________  

___________________________  

___________________________   __________________________  

___________________________

NOTICE

The information in this document is designed to provide an outline that you can follow  when formulating business or personal plans.  Due to the variances by many local, city, county  and state laws, we recommend that you seek professional legal counseling before entering into any contract or agreement.