Partnership Agreement

(a) The Partners hereby agree to enter a general partnership ("Partnership").

(b) The Partnership will be governed by the laws of New South Wales .

(c) This Agreement will be interpreted in accordance with the laws of New South Wales and the Partners hereby agree to be subject to the laws of New South Wales .

(2) NAME OF PARTNERSHIP

The Partnership will be named: ________

(3) PURPOSE OF PARTNERSHIP

The Partnership is established for the following purpose:

(4) PRINCIPAL PLACE OF BUSINESS OF PARTNERSHIP

The Partnership will operate from such location(s) as the Partners determine from time to time.

(5) COMMENCEMENT DATE AND TERM OF PARTNERSHIP

(a) The Partnership will commence on ________ .

(b) The Partnership will continue until it is terminated by law or in accordance with this Agreement.

(6) CAPITAL CONTRIBUTIONS

(a) Each of the Partners has contributed to the capital of the Partnership, in cash, property, goods or services in agreed upon value, as follows (the "Capital Contribution"):

(I) ________ -- $ ________ (________)

(II) ________ -- $ ________ (________)

(b) All contributions will be submitted fully and on time, no later than ________ .

(7) INTEREST ON CAPITAL

No Partner will be entitled to any loan interest or other borrowing charge on any capital which the Partner contributes to the Partnership.

(8) CAPITAL WITHDRAWALS

Capital may only be withdrawn from the Partnership:

(a) in accordance with this Agreement; or

(b) if all Partners provide their express consent to such withdrawal; or

(9) ADDITIONAL CAPITAL

(a) Capital contributions may be amended from time to time, according to the requirements of the Partnership provided that the interests of the Partners are not affected, except with the unanimous consent of the Partners. No Partner will be required to make additional capital contributions. Whenever additional capital is determined to be required and an individual Partner is unwilling or unable to meet the additional contribution requirement within a reasonable period, as required by Partnership business obligations, remaining Partners may contribute in proportion to their existing capital contributions to resolve the amount in default. In such case, the allocation of profits or losses among all the Partners will be adjusted to reflect the aggregate change in capital contributions by the Partners.

(b) Any advance of money to the Partnership by any Partner in excess of the amounts provided for in this Agreement or subsequently agreed to as additional capital contribution will be deemed a debt owed by the Partnership and not an increase in capital contribution of the Partner. This liability will be repaid with interest at rates and times to be determined by a majority of the Partners within the limits of what is required or permitted in the Act. This liability will not entitle the lending Partner to any increased share of the Partnership's profits nor to a greater voting power. Such debts may have preference or priority over any other payments to Partners as may be determined by a majority of the Partners.

(10) CAPITAL ACCOUNTS

An individual capital account ("Capital Account") will be maintained for each Partner and their initial Capital Contribution will be credited to this account. Any additional Capital Contributions made by any Partner will be credited to that Partner's individual Capital Account.

(11) FINANCIAL DECISIONS

Decisions regarding the distribution of profits, allocation of losses, and the requirement for additional capital contributions as well as all other financial matters will be decided by a unanimous vote of the Partners.

(12) INTEREST AND AUTHORITY

(a) The Partners' ownership interest in the Partnership will be as follows:

(I) ________ -- ________ % (________ percent)

(II) ________ -- ________ % (________ percent)

(13) PROFIT AND LOSS

(a) Subject to the other provisions of this Agreement, the net profits and losses of the Partnership, for both accounting and tax purposes, will accrue to and be borne by the Partners in equal shares (the "Profit and Loss Distribution").

(b) The profits and losses will be accounted by a to be determined accountant for the Partnership.

(c) The profits and losses will be distributed to the partners using the above Profit and Loss Distribution method weekly and will be paid on the Monday of each week.

(d) Each Partner will be responsible for their own taxes on any distribution made.

(14) ACCOUNTING

(a) Accurate and complete books of account of the transactions of the Partnership will be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection and examination by any Partner. The books and records of the Partnership will reflect all the Partnership's transactions and will be appropriate and adequate for the business conducted by the Partnership.

(b) Accounting records will be kept on an accrual basis.

(15) PARTNERSHIP ANNUAL REPORT

(a) The Partners must ensure that as soon as reasonably practicable after the end of each financial year during the Term of the Partnership, the Partnership prepares an annual report ("the Annual Report"), which includes at a minimum:

(I) a statement of all information as will be necessary for the preparation of each Partner's income or other tax returns;

(II) a copy of any tax returns filed on behalf of the Partnership for that financial year;

(III) supporting income statements;

(IV) a balance sheet;

(V) a cash flow statement;

(VI) a breakdown of the profit and loss attributable to each Partner; and

(VII) any additional information that one or more Partners may reasonably require.

(b) The Partnership must provide a copy of the Annual Report to each Partner.

(16) BANKING AND PARTNERSHIP FUNDS

The funds of the Partnership will be placed in such investments and banking accounts as will be designated by the Partners. All withdrawals from these bank accounts will be made by the duly authorised agent or agents of the Partners as agreed by unanimous vote of the Partners. Partnership funds will be held in the name of the Partnership and will not be commingled with those of any other person or entity.

(17) PARTNERSHIP FINANCIAL YEAR

The financial year of the Partnership will end on 30 June each year.

(18) VOTING

In any vote required by the Partnership, the vote cast by each Partner will be assessed where each Partner receives one vote carrying equal weight.

(19) AUDIT

(a) All accounts related to the Partnership including contribution and distribution accounts will be audited weekly.

(b) Any of the Partners will have the right to request an audit of the Partnership books. The cost of the audit will be borne by the Partnership. The audit will be performed by an accounting firm acceptable to all the Partners.

(20) MANAGEMENT

(a) All the Partners will be consulted and the advice and opinions of the Partners will be obtained as much as is practicable. However, the Managing Partner will have management and control of the day-to-day business of the Partnership for the purposes stated in this Agreement. All matters outside the day-to-day business of the Partnership will be decided by a unanimous vote of the Partners.

(b) The following Partner will serve as the Managing Partner: ________ . The term "Managing Partner" will also include any Party subsequently appointed to that role.

(c) In addition to day-to-day management tasks, the Managing Partner's duties will include keeping, or causing to be kept, full and accurate business records for the Partnership according to generally accepted accounting principles (GAAP) and overseeing the preparation of any reports considered reasonably necessary to keep the Partners informed of the business performance of the Partnership.

(d) A Managing Partner can voluntarily withdraw from the position of Managing Partner or can be replaced by a unanimous vote of remaining Partners. In the event of a withdrawal or removal of the Managing Partner from the position of Managing Partner or from the Partnership, the remaining Partners will have equal rights in the management of the Partnership until and unless they appoint a successor Managing Partner.

(e) The Managing Partner will not be liable to the remaining Partners for any action or failure to act resulting in loss or harm to the Partnership except in the case of gross negligence or willful misconduct.

(f) The Managing Partner is authorised and may retain, or otherwise secure or enter into contracts with persons or firms as from time to time may be required in the management of the Partnership's business including, but not limited to, arrangements with sales companies, lawyers, accountants, brokers, advertising, and insurance companies.

(21) CONTRACT BINDING AUTHORITY

Each Partner will have authority to bind the Partnership in contract.

(22) COMPENSATION FOR SERVICES PERFORMED

Partners may be compensated for services actually performed as from time to time may be agreed by unanimous vote of the Partners.

(23) MEETINGS

(a) Regular meetings of the Partners will be held weekly.

(b) Any Partner can call a special meeting to resolve issues that require a vote, as indicated by this Agreement, by providing all Partners with reasonable notice. In the case of a special vote, the meeting will be restricted to the specific purpose for which the meeting was held.

(c) All meetings will be held at a time and in a location that is reasonable, convenient, and practical considering the situation of all Partners.

(24) ADMITTING A NEW PARTNER

(a) A new Partner may be admitted to the Partnership with a majority vote of the existing Partners.

(b) Any new Partner agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Partner will execute such documents as are needed to effect the admission of the new Partner. Any new Partner will receive such business interest in the Partnership as determined by a unanimous decision of the other Partners.

(25) VOLUNTARY WITHDRAWAL OF A PARTNER

(a) Any Partner will have the right to voluntarily withdraw from the Partnership at any time by serving the following amount of written notice to the remaining Partners: ________

(b) The voluntary withdrawal of a Partner will result in the dissolution of the Partnership.

(c) A Partner will only exercise the right to withdraw in good faith and will act to minimise any present or future harm done to the remaining Partners as a result of the withdrawal.

(26) INVOLUNTARY WITHDRAWAL OF A PARTNER

(a) Events resulting in the involuntary withdrawal of a Partner from the Partnership will include but not be limited to: death of a Partner; Partner mental incapacity; Partner disability preventing reasonable participation in the Partnership; Partner incompetence; breach of fiduciary duties by a Partner; criminal conviction of a Partner; Expulsion of a Partner; Operation of Law against a Partner; or any act or omission of a Partner that can reasonably be expected to bring the business or societal reputation of the Partnership into disrepute.

(b) The involuntary withdrawal of a Partner will result in the dissolution of the Partnership.

(c) A trustee in bankruptcy or similar third party who may acquire that Dissociated Partner's interest in the Partnership will only acquire that Partner's economic rights and interests and will not acquire any other rights of that Partner or be admitted as a Partner of the Partnership or have the right to exercise any management or voting interests.

(27) DISSOCIATION OF PARTNER

(a) Where the dissociation of a Partner for any reason results in the dissolution of the Partnership, then the Partnership will proceed in a reasonable and timely manner to dissolve the Partnership, with all debts being paid first, prior to any distribution of the remaining funds. Valuation and distribution will be determined as described in the Valuation of Interest section of this Agreement.

(b) The remaining Partners retain the right to seek damages from a Dissociated Partner where the dissociation resulted from a malicious or criminal act by the Dissociated Partner or where the Dissociated Partner had breached their fiduciary duty to the Partnership or was in breach of this Agreement or had acted in a way that could reasonably be foreseen to bring harm or damage to the Partnership or the reputation of the Partnership.

(28) DISSOLUTION

(a) Except as otherwise provided in this Agreement, the Partnership may be dissolved only with a majority vote of the Partners.

(b) In the event of the dissolution of the Partnership, each Partner will share in any remaining assets or liabilities of the Partnership equally (the "Dissolution Distribution").

(c) Upon dissolution of the Partnership and liquidation of Partnership property, and after payment of all selling costs and expenses, the liquidator will distribute the Partnership assets to the following groups according to the following order of priority:

(I) In satisfaction of liabilities to creditors except Partnership obligations to current Partners;

(II) In satisfaction of Partnership debt obligations to current Partners; and then

(III) To the Partners according to the Dissolution Distribution described above.

(d) The claims of each priority group will be satisfied in full before satisfying any claims of a lower priority group. Any excess of Partnership assets after liabilities or any insufficiency in Partnership assets in resolving liabilities under this section will be shared by the Partners according to the Dissolution Distribution described above.

(29) VALUATION OF INTEREST

(a) In the absence of a written agreement setting a value, the value of the Partnership will be based on the fair market value appraisal of all Partnership assets (less liabilities) determined in accordance with generally accepted accounting principles (GAAP). This appraisal will be conducted by an independent accounting firm agreed to by all Partners. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Partners. A withdrawing Partner's interest will be based on that Partner's proportion of the Dissolution Distribution described above, less any outstanding liabilities the withdrawing Partner may have to the Partnership. The intent of this section is to ensure the survival of the Partnership despite the withdrawal of any individual Partner.

(b) No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on the Partnership books immediately prior to valuation.

(30) GOODWILL

The goodwill of the Partnership will be assessed at an amount to be determined by appraisal using generally accepted accounting principles (GAAP).

(31) TITLE TO PARTNERSHIP PROPERTY

Title to all Partnership property will remain in the name of the Partnership. No Partner or group of Partners will have any ownership interest in such Partnership property in whole or in part.

(32) FORCE MAJEURE

A Partner will be free of liability to the Partnership where the Partner is prevented from executing their obligations under this Agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Partner has communicated the circumstance of said event to any and all other Partners and taken any and all appropriate action to mitigate said event.

(33) DUTY OF LOYALTY

(a) No Partner will engage in any business, venture, or transaction, whether directly or indirectly, that might be competitive with the business of the Partnership or that would be in direct conflict of interest to the Partnership without the unanimous written consent of the remaining Partners.

(b) Each Partner hereby acknowledges and agrees that any and all business, ventures, or transactions with any appearance of conflict of interest must be fully disclosed to all other Partners.

(c) Each Partner hereby acknowledges and agrees that a failure to comply with any of the terms of this clause will be deemed an Involuntary Withdrawal of the offending Partner and may be treated accordingly by the remaining Partners.

(d) Each Partner hereby indemnifies and keeps indemnified each other Partner in respect of any and all losses, damage, costs, expenses and liabilities which may arise from a breach of this "Duty of Loyalty" clause.

(34) DUTY TO BE CANDID

(a) Each Partner hereby agrees to be candid and faithful to all other Partners and to provide all other Partners with all relevant information that relates to the Partnership.

(b) Each Partner hereby indemnifies and keeps indemnified each other Partner in respect of any and all losses, damage, costs, expenses and liabilities which may arise from a breach of this "Duty to be Candid" clause.

(35) DUTY TO ASSIST BUSINESS

(a) Each Partner hereby agrees to provide all other Partners with all necessary assistance in carrying on the Partnership's business, for the mutual benefit of all Partners.

(36) DUTY OF ACCOUNTABILITY FOR PRIVATE PROFITS

(a) Each Partner must account to the Partnership for any benefit derived by that Partner without the consent of the other Partners from any transaction concerning the Partnership or any use by that Partner of the Partnership property, name, or business connection. This duty continues to apply to any transactions undertaken after the Partnership has been dissolved but before the affairs of the Partnership have been completely wound up by the surviving Partner or Partners or their Agent or Agents.

(37) DUTY TO DEVOTE TIME

(a) Each Partner will devote such time and attention to the business of the Partnership as the majority of the Partners will from time to time reasonably determine for the conduct of the Partnership business.

(38) DUTY TO PAY PRIVATE DEBTS

(a) Each Partner must at all times punctually pay when due and discharge all of his or her own private debts.

(39) DUTY TO DEPOSIT PARTNERSHIP MONEY

(a) In the event that a Partner receives money on behalf of the Partnership, that Partner must immediately deposit such money with the Partnership (for example, into the Partnership's nominated bank account, investment account or such other account as is nominated by the Partnership).

(40) FORBIDDEN ACTS

(a) No Partner may do any act in contravention of this Agreement.

(b) No Partner may permit, intentionally or unintentionally, the assignment of express, implied, or apparent authority to a third party that is not a Partner in the Partnership.

(c) No Partner may mortgage, assign, encumber or charge that Partner's interest in the Partnership (or in any property, assets or business of the Partnership) without the prior written consent of the other Partners.

(d) No Partner may do any act that would make it impossible to carry on the ordinary business of the Partnership.

(e) No Partner may confess a judgment against the Partnership.

(f) No Partner may disclose to any person, or use in any way, any confidential information of the Partnership or of the business of the Partnership, except for in the course of conducting the business of the Partnership.

(g) No Partner will have the right or authority to bind or obligate the Partnership to any extent with regard to any matter outside of the intended purpose of the Partnership.

(h) No Partner may appoint or dismiss any employees, contractors or agents except with the prior written consent of the other Partners.

(i) No Partner may lend any of the Partnership's money, or provide credit on behalf of the Partnership, without the prior written consent of the other Partners.

(j) No Partner may give any security or promise for the payment of money by the Partnership, except in the ordinary course of the Partnership business or with the prior written consent of the other Partners.

(k) Any violation of the above Forbidden Acts will be deemed an involuntary withdrawal of the offending Partner and may be treated accordingly by the remaining Partners.

(l) The Partners each hereby indemnify each other, and keep each other indemnified, in respect of any and all losses, damage, costs, expenses and liabilities which may arise from a breach of this "Forbidden Acts" clause.

(41) INDEMNIFICATION

All Partners will be indemnified and held harmless by the Partnership from and against any and all claims of any nature whatsoever, arising out of a Partner's participation in Partnership affairs. A Partner will not be entitled to indemnification under this section for liability arising out of gross negligence or wilful misconduct of the Partner or the breach by the Partner of any provision of this Agreement.

(42) LIABILITY

A Partner will not be liable to the Partnership, or to any other Partner, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement or the Partnership.

(43) 258852558 585588885

( ________ ) 552 25522258582 252 5885852 828555282 22 825582 22 522 2552225, 22282222, 52222, 25 22525 225822 2225225 82 252 85882288 82225282 22 252 25522258582 5258282 522 885888822 58825225 5258282 2522 25 82855525 82 2522 85882 582822 82 2225 25825 22 825582 22 252 25522258582. 5588 252 8288552 852 88 222 8828225 22:

( ________ ) 252228882258 885888822 828555282; 525

( ________ ) 258888 885888822 828555282; 525

( ________ ) 2252258' 822222852822 828555282.

(44) LIFE INSURANCE

The Partnership will have the right to acquire life insurance on the lives of any or all of the Partners, whenever it is deemed necessary by the Partnership. Each Partner will cooperate fully with the Partnership in obtaining any such policies of life insurance.

(45) JURISDICTION

The Partners submit to the jurisdiction of the courts of New South Wales for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement.

(46) WAIVER

(a) The waiver by either Party of any right or remedy in relation to a breach, default, delay or omission by the other Party of any provision or provisions of this Agreement will not be construed as a waiver of any subsequent breach of the same or other provisions of this Agreement.

(b) The failure or delay by either Party in exercising any right or remedy under this Agreement will not constitute a waiver of that right or remedy, nor will it prevent or impair that Party from subsequently exercising that right or remedy.

(c) Any rights or remedies provided in this Agreement are cumulative and are in addition to any rights or remedies provided by law.

(47) CURRENCY

Any amounts of money described in this Agreement are in Australian dollars unless specifically stated otherwise.

(48) 28885 888 55855855 TAX

822 5225228 22 22222 528858825 82 2588 825222222 552 828858882 22 22258 525 52588828 555 (82 5228885882) 528288 822882885882 825225 225258882.

(49) MISCELLANEOUS

(a) Time is of the essence in this Agreement.

(b) This Agreement may be executed in counterpart.

(c) If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. It is the Parties' intent that such provision be reduced in scope by the Court only to the extent deemed necessary by that Court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired, or invalidated as a result. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.

(d) This Agreement contains the entire agreement between the Parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Parties.

(e) This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Partner's successors, assigns, executors, administrators, beneficiaries, and representatives.

(f) This Agreement may not be amended in whole or in part without the unanimous written consent of all Partners.

(g) All of the rights, remedies, and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies, and benefits allowed by law.

(h) Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail to the address of the relevant Party set out at the head of this Agreement. Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail). In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, as the case may be.

(50) INTERPRETATION

In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:

(a) Words referring to one gender include every other gender.

(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.

(d) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(e) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.

(f) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(g) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.

(h) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.

(51) DEFINITIONS

In this Agreement, the following definitions apply:

"Agreement" means this partnership agreement.

"Annual Report" in respect of a particular financial year refers to the annual report of the Partnership, created in accordance with the "Partnership Annual Report" clause of this Agreement.

"Capital Account" in relation to a Partner means an individual capital account into which that Partner's initial Capital Contribution, and any additional Capital Contributions made by that Partner, are credited.

"Capital Contribution" refers to the initial contribution of capital, whether in cash, property, goods or services, that each Partner respectively provides to the Partnership.

"Dissolution Distribution" means the manner in which any assets or liabilities of the Partnership are distributed between the Partners upon dissolution of the Partnership, as described in the "Dissolution" clause of this Agreement.

"Goods and Services Tax" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) or any other applicable law.

"Managing Partner" means the Partner who is appointed to the position in the Partnership of Managing Partner in accordance with the "Management" clause of this Agreement, or any person subsequently appointed to that role.

"Partner" refers individually to each of the partners named in this Agreement.

"Partners" refers to any two or more of the partners named in this Agreement.

"Partnership" refers to the partnership which is created under this Agreement.

"Profit and Loss Distribution" means the method by which profits and losses of the Partnership are distributed between the Partners, as described in the "Profit and Loss" clause of this Agreement.

EXECUTED AS AN AGREEMENT this ________ .

Executed for and on behalf of ________ :

In the presence of:

Executed for and on behalf of ________ :

In the presence of: