AGREEMENT made ____________, 19__ between 
        ______________________ and ________________ of ____________.  

                1.  NAME AND BUSINESS.  The parties hereby form a 
        partnership under the name of ___________________ to conduct a 
        _______________________.  The principal office of the business 
        shall be in _____________________.  

                2.  TERM.  The partnership shall begin on ___________, 
        19__, and shall continue until terminated as herein provided.  

                3.  CAPITAL.  The capital of the partnership shall be 
        contributed in cash by the partners as follows: 

                A separate capital account shall be maintained for each 
        partner.  Neither partner shall withdraw any part of his capital 
        account.  Upon the demand of either partner, the capital accounts 
        of the partners shall be maintained at all times in the 
        proportions in which the partners share in the profits and losses 
        of the partnership.  

                4.  PROFIT AND LOSS.  The net profits of the partnership 
        shall be divided equally between the partners and the net losses 
        shall be borne equally by them.  A separate income account shall 
        be maintained for each partner.  Partnership profits and losses 
        shall be charged or credited to the separate income account of 
        each partner.  If a partner has no credit balance in his income 
        account, losses shall be charged to his capital account.  

                5.  SALARIES AND DRAWINGS.  Neither partner shall receive 
        any salary for services rendered to the partnership.  Each 
        partner may, from time to time, withdraw the credit balance in 
        his income account.  

                6.  INTEREST.  No interest shall be paid on the initial 
        contributions to the capital of the partnership or on any 
        subsequent contributions of capital.  

                7.  MANAGEMENT DUTIES AND RESTRICTIONS.  The partners 
        shall have equal rights in the management of the partnership 
        business, and each partner shall devote his entire time to the 
        conduct of the business. Without the consent of the other partner 
        neither partner shall on behalf of the partnership borrow or lend 
        money, or make, deliver, or accept any commercial paper, or 
        execute any mortgage, security agreement, bond, or lease, or 
        purchase or contract to purchase, or sell or contract to sell any 
        property for or of the partnership other than the type of 
        property bought and sold in the regular course of its business.  

                8.  BANKING.  All funds of the partnership shall be 
        deposited in its name in such checking account or accounts as 
        shall be designated by the partners.  All withdrawals therefrom 
        are to be made upon checks signed by either partner.  

                9.  BOOKS.  The partnership books shall be maintained at 
        the principal office of the partnership, and each partner shall 
        at all times have access thereto.  The books shall be kept on a 
        fiscal year basis, commencing ______ and ending _______, and 
        shall be closed and balanced at the end of each fiscal year. An 
        audit shall be made as of the closing date.  

                10.  VOLUNTARY TERMINATION.  The partnership may be 
        dissolved at any time by agreement of the partners, in which 
        event the partners shall proceed with reasonable promptness to 
        liquidate the business of the partnership.  The partnership name 
        shall be sold with the other assets of the business.  The assets 
        of the partnership business shall be used and distributed in the 
        following order: (a) to pay or provide for the payment of all 
        partnership liabilities and liquidating expenses and obligations; 
        (b) to equalize the income accounts of the partners; (c) to 
        discharge the balance of the income accounts of the partners; (d) 
        to equalize the capital accounts of the partners; and (e) to 
        discharge the balance of the capital accounts of the partners.  

                11.  DEATH.  Upon the death of either partner, the 
        surviving partner shall have the right either to purchase the 
        interest of the decedent in the partnership or to terminate and 
        liquidate the partnership business.  If the surviving partner 
        elects to purchase the decedent's interest, he shall serve notice 
        in writing of such election, within three months after the death 
        of the decedent, upon the executor or administrator of the 
        decedent, or, if at the time of such election no legal 
        representative has been appointed, upon any one of the known 
        legal heirs of the decedent at the last-known address of such 

                (a)  If the surviving partner elects to purchase the 
        interest of the decedent in the partnership, the purchase price 
        shall be equal to the decedent's capital account as at the date 
        of his death plus the decedent's income account as at the end of 
        the prior fiscal year, increased by his share of partnership 
        profits or decreased by his share of partnership losses for the 
        period from the beginning of the fiscal year in which his death 
        occurred until the end of the calendar month in which his death 
        occurred, and decreased by withdrawals charged to his income 
        account during such period.  No allowance shall be made for 
        goodwill, trade name, patents, or other intangible assets, except 
        as those assets have been reflected on the partnership books 
        immediately prior to the decedent's death; but the survivor shall 
        nevertheless be entitled to use the trade name of the 

                (b)  Except as herein otherwise stated, the procedure as 
        to liquidation and distribution of the assets of the partnership 
        business shall be the same as stated in paragraph 10 with 
        reference to voluntary termination.  

                13.  ARBITRATION.  Any controversy or claim arising out 
        of or relating to this Agreement, or the breach hereof, shall be 
        settled by arbitration in accordance with the rules, then 
        obtaining, of the American Arbitration Association, and judgment 
        upon the award rendered may be entered in any court having 
        jurisdiction thereof.  

                In witness whereof the parties have signed this 



                                                        Form 601


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