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PARTNERS-POST DEATH-PAYMENTS IN GUARANTEED AMOUNTS

AGREEMENT made __________________ (Month & Day), _________ (Year) among the following persons: _______________________________________

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1. Name and business. The parties hereby form a partnership under the firm name of _______________________________________________ to conduct a general advertising business in ______________________________________

2. Term. This Agreement shall be for the calendar year _______ and thereafter from year to year. Any partner may withdraw at the end of any calendar year, provided such withdrawing partner gives written notice to each of the other partners of his intention to withdraw at least _________ month(s) before the effective date of such withdrawal.

3. Capital. The partners shall contribute to the capital of the partnership as follows:

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If the senior partners shall determine that additional capital is required, such additional capital shall be contributed by the partners in the same proportions as the original contributions to partnership capital. Withdrawals of capital shall be permitted only by a decision made by a majority of the senior partners. The junior and senior partners are designated in paragraph 8.

Each partners capital account shall be determined and maintained throughout the term of the partnership in accordance with the requirements of Section 704(b) of the Internal Revenue Code of 1986, or its counterpart in any subsequently enacted Internal Revenue Code (the Code), and any of the Treasury Regulations (the Regulations) promulgated from time to time thereunder.

4. Profit and loss. The net profits and losses of the partnership, after deduction of monthly salaries to partners as hereinafter provided for, shall be allocated among the partners in proportion to their shares of capital as set forth in paragraph 3.

5. Income accounts. In addition to a capital account, each partner shall have an income account which shall be credited or charged with his share of net profits or losses of the partnership. Withdrawals against any credit balance in an income account shall be made upon the decision of the senior partners in accordance with the authority given to them in paragraph 8. A debit balance in an income account shall be repaid to the partnership at such time or times and in such amounts as may be determined by the senior partners.

6. Salaries. The partners shall receive such monthly salaries as may, from time to time, be fixed by the senior partners in accordance with the authority given to them in paragraph 8.

7. Interest. No interest shall be paid to any partner on his capital account or on any undistributed partnership profits.

8. Management. There shall be two classes of partners, senior partners and junior partners. ___________________________________________ shall constitute the senior partners. ___________________________________________ shall constitute the junior partners. Decisions with respect to the following matters shall rest exclusively with a majority of the senior partners:

(A) All questions of general business policy.

(B) The necessity for additional capital.

(D) The duties to be performed by each partner.

(E) The establishment and maintenance of reserves of every character, and the amount or amounts to be allocated to such reserves from time to time.

(F) The terms and amounts of all distributions of profits to the partners.

9. Banking. All funds of the partnership shall be deposited in such accounts as shall be designated by the senior partners and all withdrawals from such accounts shall require the signature of at least one of the senior partners.

10. Books. The books of the partnership shall be closed, and the accounts of the partners stated, as at the end of each calendar year.

11. Continuance after death or withdrawal. The death or withdrawal of one or more partners shall not require a liquidation of the partnership, but the partnership business shall be continued by the remaining partners under the same name as a continuing partnership, subject to all of the terms and conditions of this Agreement. Any withdrawing partner or the estate of any deceased partner shall not be entitled to share in the profits of the continuing partnership, and the partners of the continuing partnership shall indemnify and save harmless such withdrawing partner or the estate of a deceased partner from any and all acts and liabilities of the continuing partnership. However, any withdrawing partner or the estate of any deceased partner shall continue to be liable for all debts, obligations, or liabilities incurred by the partnership prior to any such withdrawal or death.

12. Payment after death or withdrawal. Upon the death or withdrawal of any partner, such withdrawing partner, or the estate of any deceased partner, shall be entitled to receive an amount equivalent to his capital account and his income account, as maintained in accordance with the requirements of Section 704(B) of the Code and the Regulations thereunder, but, in computing the assets of the business for this purpose, no value for goodwill shall be included and proper provisions shall be made for any contingent liability The amount due to a withdrawing partner shall be determined as of the day of withdrawal and shall be payable, without interest, one half within _______ days and the balance within ________ days from the day of withdrawal. The amount due to a deceased partner shall be determined as of the last business day of the calendar month in which he dies, and shall be payable, without interest, one half within three months and the balance within six months of such day. His estate shall also be entitled to receive monthly for ________ month(s) a sum equal to the monthly salary payable to the deceased partner immediately prior to his death. Upon the termination of the partnership at the end of any year based upon the vote of a majority of the junior and senior partners in the aggregate, or upon the dissolution of the partnership under applicable state law, the senior partners shall wind up and liquidate the partnership in such manner as they shall deem to be advisable.

The proceeds of such liquidation shall be applied in the following order of priority: (I) to the payment of any debts and liabilities of the partnership (II) to the setting up of any reserve which the partners shall reasonably deem necessary to provide for any contingent or unforeseen liabilities or obligations of the partnership. At the expiration of such period of time as the partners shall deem advisable, the balance of such reserve remaining after the payment of such contingency shall be distributed in the manner hereinafter set forth (III) thereafter, the balance of the proceeds, if any, shall be distributed in accordance with the positive capital account balances of the partners, as determined after taking into account all capital account adjustments for the partnership taxable year during which such liquidation occurs, and shall be made by the end of such taxable year (or, if later, within _______ days after the date of such liquidation). For purposes of this subparagraph, a liquidation of the partnership shall mean a liquidation as set forth in Section 1.704-1(B)(2)(II)(G) of the Regulations.

If, following the liquidation of a partners interest in the partnership (within the meaning of Treasury Regulations Section 1.704-1(B)(2)(II)(G) a partner has a deficit balance in his capital account (as determined after taking into account all adjustments to said capital account, including the adjustments for the year during which such liquidation occurs), such partner shall be unconditionally obligated to pay the amount of such deficit balance to the partnership by the end of such taxable year or, if later, within ______ days after the date of such liquidation, which amount shall be applied and distributed in accordance with the provisions of this paragraph.

In witness whereof the parties have signed this Agreement.

______________________________ (seal)