JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of this

____ day of ______________, 19____, 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:

_____________ . . . . . . . . ____%

_____________ . . . . . . . . . (10)_%

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 Venturers. 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:

_____________________________ ____________________________

_____________________________

_____________________________ ____________________________

_____________________________

TO: District Director

Internal Revenue Service

________________________