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PARTNERSHIP AGREEMENT

Between

[(]

and

[(]

Effective as of [(], 20[(]

PARTNERSHIP AGREEMENT

THIS PARTNERSHIP AGREEMENT effective as of the 1st day of October, 2003.

BETWEEN:

[(], incorporated under the laws of [(].

(hereinafter “X”)

OF THE FIRST PART,

- and -

[(], incorporated under the laws [(].

(hereinafter “Y”)

OF THE SECOND PART.

WHEREAS X and Y entered into the Partnership (as defined herein) effective as of October 1, 2003 on the terms and conditions hereinafter set forth;

AND WHEREAS from and following [(], the Partnership acquired certain assets required by it to carry on its business;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual covenants, agreements and conditions herein contained, it is hereby covenanted, agreed and declared by and among the Partners (as defined herein) as follows:

introduction

1. Definitions.

In this Agreement (as defined herein), unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings ascribed below:

a) “Accountants” means such firm of accountants as the Partners may from time to time determine to be the accountants of the Partnership (as defined herein);

b) “Agreement”, “this Agreement”, “hereto”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof, and include any and every instrument supplemental or ancillary to or in implement hereof;

c) “Business” means any business or businesses carried on by the Partnership as may be deemed by the Partners to be in the best interest of the Partnership and any other general business activities related or incidental thereto;

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