JOINT VENTURE AGREEMENT



                AGREEMENT made ______________,19__ among:______________ 
        _______________________________________________________________

                                     RECITALS

                The Joint Venturers have agreed to make contributions to 
        a common fund for the purpose of acquiring and 
        holding:_________________________________________________________
        ___________________________________ called the business interest.

                The Joint Venturers consider it advisable to acquire and 
        hold their business interest through a nominee so as to avoid the 
        necessity of numerous separate agreements, to maintain the legal 
        title to the business interest in a simple and practicable form 
        and to facilitate the collection and distribution of the profits 
        accruing under the business interest, and has agreed to act as 
        nominee of the Joint Venturers with the understanding that he is 
        also acquiring a participating interest in this joint venture on 
        his own account,

                It is therefore agreed:

                1.  Purpose.  The Joint Venturers form this joint venture 
        to acquire and hold the business interest in common and to 
        provide the finances required for its acquisition.  To the extent 
        set forth in this Agreement, each of the Joint Venturers shall 
        own an undivided fractional part in the business.  The Joint 
        Venturers appoint as their agent ___________________, whose duty 
        it shall be to hold each of the undivided fractional parts in the 
        business interest for the benefit of and as agent for the 
        respective Joint Venturers.

                2.  Contributions.  The Agent acknowledges that he has 
        received from each of the Joint Venturers, for the purpose of this 
        joint venture, the sum set after the name of each Joint Venturer 
        as follows:

                                                    Contribution to
               Name                                 Joint Venture



                3.  Acquisition of Business Interest.  The Agent is 
        authorized to acquire and hold in his own name, but on behalf of 
        the Joint Venturers (of which the Agent is one), the business 
        interest, and to pay $__________ for it as follows: $__________ 
        in cash, and the balance of $__________ by a note in that amount.  
        The note shall bear interest at the rate of ___%, shall be due 
        and payable on ___________________, with prepayment privileges, 
        and shall be secured by 
        ____________________________________________ which the Agent is 
        authorized to execute and deliver.  

                4.  Profits.  The Agent shall hold and distribute the 
        business interest and shall receive the net profits as they 
        accrue for the term of this Agreement or so long as the Joint 
        Venturers are the owners in common of the business interest, for 
        the benefit of the Joint Venturers as follows: 
        
                Name                           Proportion 

          _________________                    _______________________ 

          _________________                    _______________________ 

          _________________                    _______________________ 


                5.  Expenses of Venture.  All losses and disbursements 
        incurred by the Agent in acquiring, holding and protecting the 
        business interest and the net profits shall, during the period of 
        the venture, be paid by the Joint Venturers, on demand of the 
        Agent, in the ratio which the contribution of each Joint Venturer 
        bears to the total contributions set forth in paragraph 2; 

                6.  Liability of Agent.  The Agent shall be liable only 
        for his own willful misfeasance and bad faith and no one not a 
        party to this Agreement shall have any rights whatsoever under 
        this Agreement against the Agent for any action taken or not 
        taken by him.  

                7.  Term.  This Agreement shall terminate and the 
        obligations of the Agent shall be deemed completed on the 
        happening of either of the following events: 

                (a)  The receipt and distribution by the Agent of the 
        final net profits accruing under the business interest.  
          
                (b)  Termination by mutual assent of all joint ventures.  

                8.  Compensation of Agent.  Unless otherwise agreed to in 
        the future by a majority in interest of the Joint Venturers, the 
        Agent shall not receive any compensation for services rendered by 
        him under this Agreement.  

                In witness whereof the Agent and the Joint Venturers have 
        signed and sealed this Agreement.  


        ___________________________          _________________________ 

        ___________________________          _________________________ 

        ___________________________          _________________________ 

        ___________________________          _________________________ 

                                                        Form 602 












      

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