All contracts and agreements are suggested boiler plates.

They should not be determined to be legal and binding without consulting an attorney for an Opinion.

JOINT V NT!" A#"

$ NT

THIS JOINT VENTURE AGREEMENT is effective as of Date of the Agreement by and between Party contributing the script to the venture and the Name of second party to venture (individ a!!y o" co!!ective!y "efe""ed to he"einafte" as #$a"tne"# o" #$a"tne"s# "es%ective!y&' NO() THERE*ORE) it is + t a!!y a,"eed by and between the %a"ties he"eto as fo!!ows%. &!"&O' - Party contributing the script to the venture and Name of second party to venture he"eby ente" into a .oint vent "e (the #Vent "e#& fo" the te"+ he"einafte" set fo"th fo" the % "%ose of %"od ction and e/%!oitation of (an original motion picture or video, or DVD, or whatever the project may be) c ""ent!y entit!ed Name of Project (the Project ) based on an o"i,ina! sc"i%t by w"ite" of %"o.ect (the #Sc"een%!ay#&' Said sc"een%!ay) and0o" $"o.ect and a!! anci!!a"y "i,hts the"ein and the"eto a"e he"einafte" so+eti+es co!!ective!y "efe""ed to as the #$"o%e"ty'# (. T "$- The te"+ of the Vent "e sha!! co++ence as of the effective date of this A,"ee+ent and) n!ess soone" te"+inated in acco"dance with the %"ovisions he"eof) sha!! contin e fo" the !on,e" of- (a& the d "ation of any and a!! co%y"i,hts owned by the Vent "e in connection with the $"o%e"ty) o" (b& the a,,"e,ate te"+ of any and a!! a,"ee+ents "e!atin, to the $"o%e"ty (the #Te"+#&' ). NA$ AN* 'TAT!TO"+ ,O$&-IAN, - The na+e of the Vent "e sha!! be Name of the Venture! U%on e/ec tion of this A,"ee+ent) the $a"tne"s +ay si,n and ca se to be fi!ed and % b!ished in city whe"e fictitio s b siness na+e wi!! be fi!ed and % b!ished a 1e"tificate of *ictitio s 2 siness Na+e indicatin, that the Vent "e wi!! be cond ctin, b siness nde" said na+e'
Note- Add this if the"e is a fo"+ation of a co"%o"ation

The partners have incorporated and formed a corporation: "orporate Name (if any), to further the purposes of this partnership. Nothing in the by-laws of the corporation shall conflict the terms of this partnership agreement.

.. TIT- - Any and a!! %"o%e"ty and assets of the Vent "e as we!! as a!! intan,ib!e "i,hts) inc! din, witho t !i+itation) a!! co%y"i,hts) t"ade na+es and t"ade+a"3s) in and to the Sc"een%!ay) the $"o.ect and a!! othe" fo"+s of e/%!oitation of the $"o%e"ty) and a!! anci!!a"y) +e"chandisin,) + sic and boo3 % b!ishin, "i,hts) sha!! be owned by and tit!e he!d in the na+e of the Vent "e o" its co"%o"ation' /. &"IN,I&A- O00I, - The !ocation of the %"inci%a! office of the Vent "e sha!! be _________________________) o" sha!! be at s ch othe" %!ace o" %!aces in State whe"e %"inci%a! office wi!! "eside as the $a"tne"s sha!! f"o+ ti+e to ti+e dete"+ine' 1. NA$ AN* " 'I* N, O0 A,2 &A"TN "(a& Party contributing the script to the venture# address! (b& Name of second party to venture# address! 3. ,ONT"A,T' AN* A#" $ NT'4

(a& A!! cont"acts o" a,"ee+ents to be ente"ed into by) on beha!f of) o" fo" the benefit of the Vent "e + st be si,ned by a!! $a"tne"s he"eto) it bein, nde"stood that no $a"tne" sha!! have the "i,ht to bind the Vent "e with "es%ect to the $"o%e"ty witho t the e/%"ess w"itten consent of the othe" $a"tne"(s&' It is nde"stood that if any cont"act o" a,"ee+ent is ente"ed into by a $a"tne" witho t the e/%"ess w"itten consent of the othe" $a"tne"(s&) the $a"tne" % "%o"tin, to ente" into s ch na tho"i4ed cont"act o" a,"ee+ent on beha!f of the Vent "e wi!! inde+nify and ho!d ha"+!ess the non5cont"actin, $a"tne"(s& f"o+ a!! c!ai+s) !iabi!ities) da+a,es and costs (inc! din, atto"neys6 fees and co "t costs& a"isin, o t of o" %e"tainin, to s ch na tho"i4ed cont"act o" a,"ee+ent' (b& The %"oceeds of any cont"acts ente"ed into by any office") di"ecto" o" sha"eho!de" of any $a"tne" he"eto fo" %e"sona! se"vices of s ch %e"son as a w"ite") %"od ce") di"ecto" o" othe"wise sha!! be!on, so!e!y to s ch $a"tne"' 5. ,A&ITA- ,ONT"I6!TION'7 A**ITIONA- ,ONT"I6!TION'. (a& It is ac3now!ed,ed Party contributing the script to the venture has cont"ib ted a%%"o/i+ate!y Amount of "ontribution in ca%ita! needed to %"od ce the $"o.ect7 Name of second party to venture has cont"ib ted ca%ita! of Amount of "ontribution' The a+o nt of +oney needed to co+%!ete the %"o.ect is 888888888888888888888' 2oth %a"ties have cont"ib ted se"vices'

(b& The $a"tne"s sha!! not be ob!i,ated to +a3e any additiona! cont"ib tions to the ca%ita! of the Vent "e' If a need fo" additiona! ca%ita! a"ises) each $a"tne" +ay cont"ib te whateve" %o"tion of the tota! s + "e9 i"ed that each e!ects to cont"ib te) in its so!e disc"etion' (c& In f "the"ance of S bc!a se :(a& above) $a"ty cont"ib tin, the sc"i%t to the vent "e he"eby assi,n) t"ansfe" and convey to the Vent "e a!! thei" "es%ective "i,hts) tit!es and inte"ests inc! din, co%y"i,hts and co%y"i,ht "i,hts and a!! e/tensions and "enewa!s the"eof) in and to the o"i,ina! Sc"een%!ay %"esent!y entit!ed # Na+e of $"o.ect)# % "s ant to the te"+s of that Assi,n+ent attached he"eto as E/hibit #A# and by this "efe"ence inco"%o"ated he"ein and +ade a %a"t he"eof' 8. A--O,ATION O0 &"O0IT' AN* -O'' '7 TA9 ," *IT' AN* * *!,TION'(a& The net %"ofits o" net !osses of the Vent "e sha!! be a!!ocated) c"edited o" cha",ed as the case +ay be) to the $a"tne"s in (s%ecify7 e',') e9 a! sha"es of fifty %e"cent (;<=& each' The te"+s #net %"ofits# and #net !osses# as sed he"ein sha!! be defined as ,"oss "ecei%ts "eceived by the Vent "e f"o+ any and a!! so "ces in connection with the Sc"een%!ay) the $"o.ect) the $"o%e"ty and a!! ses the"eof and anci!!a"y "i,hts the"eto (inc! din, witho t !i+itation) +e"chandisin,) + sic and % b!ishin,&) !ess the a,,"e,ate of a!! costs) cha",es) fees and e/%enses of the Vent "e inc! din,) witho t !i+itation) thi"d %a"ty ,"oss o" net %"ofit %a"tici%ations' *o" % "%oses of co+% tin, net %"ofits and net !osses on!y the costs and e/%enses a%%"oved by both $a"tne"s and inc ""ed by any $a"tne" di"ect!y on beha!f of the $"o%e"ty o" the Vent "e sha!! be a cha",e a,ainst and sha!! "ed ce the ,"oss "ecei%ts of the Vent "e in ca!c !atin, net %"ofits o" net !osses of the Vent "e' (b& Any and a!! ta/ c"edits and0o" ded ctions to which the Vent "e sha!! beco+e entit!ed sha!! be a!!ocated (e9 a!!y between the $a"tne"s in sha"es of fifty %e"cent (;<=& each&' %:. 6OO;'< " ,O"*'< 6AN; A,,O!NT'< ,2 ,;IN#4 (a& At a!! ti+es d "in, the te"+ he"eof) the Vent "e sha!! 3ee% o" ca se to be 3e%t) at the %"inci%a! %!ace of b siness of the Vent "e o" at s ch othe" %!ace as the Vent "e +ay dete"+ine) boo3s and acco ntin, "eco"ds fo" the b siness and o%e"ations of the Vent "e' S ch boo3s sha!! be o%en to ins%ection by the $a"tne"s) o" thei" a tho"i4ed "e%"esentatives) d "in, "easonab!e wo"3in, ho "s' The acco ntin, fo" Vent "e % "%oses) inc! din, the dete"+ination of #net %"ofits# and #net !osses#) sha!! be in acco"dance with ,ene"a!!y acce%ted acco ntin, %"inci%!es consistent!y a%%!ied' The Vent "e sha!! en,a,e the se"vices of an acco ntant who sha!! be se!ected with the + t a! a%%"ova! of both %a"ties'

(b& The"e sha!! be +aintained fo" each $a"tne" a ca%ita! acco nt and an inco+e acco nt' Each$a"tne"6s dist"ib tive sha"e of %"ofits and !osses) and +onth!y and end5of5the5yea" withd"awa!s not %"evio s!y %osted sha!! be c"edited o" debited to the "es%ective $a"tne"6s inco+e acco nt as of the c!ose of the ca!enda" yea"' The"eafte") any debit o" c"edit ba!ance "e+ainin, in the inco+e acco nt of a $a"tne" sha!! be debited) o" c"edited) as the case +ay be) to his "es%ective ca%ita! acco nt' (c& The Vent "e sha!! be on a ca!enda" yea" basis fo" acco ntin, % "%oses (the #fisca! yea"#&' As soon afte" the c!ose of each fisca! yea" as is "easonab!y %"actica!) a f !! and acc "ate acco ntin, sha!! be +ade of the affai"s of the Vent "e as of the c!ose of each fisca! yea"' On s ch acco ntin, bein, +ade) the net %"ofit o" the net !oss s stained by the Vent "e d "in, s ch fisca! yea" sha!! be asce"tained and c"edited o" cha",ed) as the case +ay be) in the boo3s of acco nt of the Vent "e in the %"o%o"tions he"einabove s%ecified' (d& *"o+ ti+e to ti+e) b t no !ess than ann a!!y) the Vent "e sha!! +a3e dist"ib tions f"o+ the ca%ita! of the Vent "e which sha!! be in e/cess of the "easonab!e needs of the Vent "e fo" wo"3in, ca%ita! and "ese"ves as + t a!!y dete"+ined by the $a"tne"s in acco"dance with 1!a se >?(a&7 %"ovided) howeve") that so !on, as any $a"tne" has any indebtedness o" othe" o tstandin, ob!i,ations to the Vent "e) any dist"ib tion that wo !d othe"wise be +ade sha!! fi"st be a%%!ied towa"d any s ch indebtedness o" othe" ob!i,ations' (e& A!! f nds of the Vent "e sha!! be de%osited in an acco nt o" acco nts in the na+e of the Vent "e at s ch ban3 o" ban3s as +ay f"o+ ti+e to ti+e be se!ected by the Vent "e' A!! withd"awa!s f"o+ any s ch acco nt o" acco nts sha!! be +ade by chec3 o" othe" w"itten inst" +ent which sha!! "e9 i"e the si,nat "e of a "e%"esentative of $a"ty cont"ib tin, the sc"i%t to the vent "e and the si,nat "e of a "e%"esentative of Na+e of second %a"ty to vent "e' %%. $ANA# $ NT AN* " '&ON'I6I-ITI ' O0 T2 &A"TI '4 The $a"tne"s sha!! have e9 a! %owe") a tho"ity and cont"o! ove" a!! c"eative) b siness) financia! and !e,a! +atte"s in connection with the Vent "e and the deve!o%+ent) %"od ction and e/%!oitation of the $"o%e"ty) and a!! s bsidia"y and anci!!a"y "i,hts the"eto and a!! e/%!oitation the"eof inc! din,) witho t !i+itation) decisions "e,a"din, the b d,et) the +otion %ict "e st dio and0o" dist"ib to") the na+e of the Sc"een%!ay and the $"o.ect) and di"ecto") cast) %"od ce") + sic) w"ite"s) and the conside"ation fo" any "i,hts ,"anted o" se"vices "ende"ed he"e nde" by $a"tne"s and othe"s) and a!! decisions "e,a"din, the fo"e,oin, sha!! be +ade on!y by the nani+o s a,"ee+ent of the $a"tne"s' The fo"e,oin, %"ovisions a"e not intended to %"event o" %"ohibit any %a"tne" f"o+ en,a,in, in disc ssions with thi"d %a"ties with "es%ect to dist"ib tion of the $"o.ect) %"ovided the $a"tne" f !!y disc!oses s ch disc ssions and the %a"ties the"eto to the othe" $a"tne" and cons !ts with sa+e' It is f "the" a,"eed that) in acco"dance with 1!a se @(a&) neithe" $a"tne" sha!! have no "i,ht to !e,a!!y bind the Vent "e to co++it+ents o" cont"act a! a""an,e+ents with any s ch +otion %ict "e dist"ib to" on beha!f of the Vent "e o" with "e,a"d to the $"o%e"ty witho t the e/%"ess w"itten consent and si,nat "e of both $a"tne"s'

Note4 This is an optional clause that may be included if applicable

$%! "&'D()*# (a) Provided a Pro ect is produced and sub ect to the re!uirements of the "#$ %inimum &asic $greement if it applies' writer of pro ect shall be accorded writing credit on positive prints of the Pro ect' in the main titles' on a separate card' and in paid ads and publicity concerning the Pro ect in substantially the following form: ("ritten by writer of pro ect( Party contributing the script to the venture and Name of second party to venture will receive credit as Producers or )*ecutive Producer. (b) )ach of the aforementioned producers shall each be accorded e!ual credit on positive prints of the Picture in the main titles and in all advertising and promotion in respect of the Pro ect as Producers or )*ecutive Producers of the Pro ect. (c) +redit on other forms of wor,s embodying the Property including' but not limited to' television programs and noveli-ations' shall be substantially the same as set forth in +lauses ./(a) and ./(b) above' unless agreed otherwise by the Partners. (d) No casual or inadvertent failure of the 0enture to comply with the provisions of this 1ection' and no failure of others to comply with their obligations to the 0enture shall constitute a breach of this $greement by the 0enture. The rights and remedies of each of the aforementioned credited parties in the event of a breach of this clause by the 0enture shall be limited to their rights' if any' to recover damages in an action at law and in no event shall they be entitled by reason of any such breach to terminate this $greement or to en oin or restrain the production' distribution or e*hibition of any production (motion picture' television' or otherwise) produced pursuant to this $greement. %). =A""ANTI '< IN* $NI0I,ATION4 (a& Each $a"tne" he"eby wa""ants and "e%"esents to the othe"(s& that it(>& Has the "i,ht and ca%acity to ente" into this a,"ee+ent7 (A& Sha!! not enc +be" o" se!! any %"o%e"ty) assets o" intan,ib!e "i,hts of the Vent "e witho t the w"itten consent of the othe" $a"tne"(s&7 (B& Sha!! not assi,n) +o"t,a,e) hy%othecate o" enc +be" his) he" o" its inte"est in the Vent "e witho t the w"itten consent of the othe" $a"tne"(s&7 (C& Sha!! not !oan any f nds o" e/tend the c"edit of the Vent "e to any %e"son o" entity witho t the w"itten consent of the othe" $a"tne"(s&7

(;& Sha!! not inc " any cost) e/%ense) !iabi!ity o" ob!i,ation in the na+e o" on the c"edit of the Vent "e witho t the w"itten consent of the othe" $a"tne"(s&7 (?& Each $a"tne" he"eby inde+nifies and ho!ds ha"+!ess the othe" $a"tne" f"o+ and a,ainst any and a!! c!ai+s) !iabi!ities) da+a,es and costs (inc! din, b t not !i+ited to "easonab!e atto"neys6 fees and co "t costs& a"isin, f"o+ any b"each by s ch $a"tne" of any "e%"esentation) wa""anty o" a,"ee+ent +ade by s ch $a"tne" he"e nde"' %.. 9,-!'IVIT+4 None of the $a"tne"s sha!! be e/c! sive to the Vent "e and each $a"tne" +ay deve!o% othe" %"o%e"ties and en,a,e in othe" activities in the +otion %ict "e and te!evision ind st"ies se%a"ate and a%a"t f"o+ the Vent "e and the othe" $a"tne"s' Howeve") it is a,"eed by the $a"tne"s that each $a"tne" sha!! devote as + ch ti+e as sha!! be "easonab!y necessa"y to f !fi!! his) he" o" its d ties and ob!i,ations in connection with the Vent "e and the Sc"een%!ay) $ict "e o" $"o%e"ty) s b.ect) howeve") to thei" avai!abi!ity' %/. *I''O-!TION AN* T "$INATION O0 T2 V NT!" 4 (a& The Vent "e sha!! be disso!ved and te"+inate and its b siness wo nd % %on the fi"st to occ " of the fo!!owin,(>& The e/%i"ation of the te"+ "efe""ed to in 1!a se A) above7 (A& M t a! a,"ee+ent of the $a"tne"s7 (B& O%e"ation of !aw7 (C& Mate"ia! b"each of this A,"ee+ent by any $a"tne"(s&) which b"each is not c "ed within (e',') fifteen (>;& days& afte" w"itten notice the"eof f"o+ the non5defa !tin, $a"tne"(s&7 %"ovided) howeve") it is nde"stood that on!y the non5defa !tin, $a"tne"(s& sha!! have the "i,ht to te"+inate the Vent "e % "s ant to this 1!a se >; (a&(C&' S ch te"+ination sha!! not "e!ease the defa !tin, $a"tne"(s& f"o+ any ob!i,ations o" !iabi!ities to the othe" $a"tne"(s&) whethe" % "s ant to the %"ovisions of this A,"ee+ent o" at !aw o" in e9 ity' (b& U%on te"+ination of the Vent "e) the b siness of the Vent "e sha!! be wo nd % and assets and %"o%e"ties of the Vent "e sha!! be !i9 idated' U%on the ha%%enin, of any one of the events +entioned in 1!a se >;(a& he"eof) the Vent "e sha!! en,a,e in no f "the" b siness) othe" than that necessa"y to %"otect the assets of the Vent "e) wind5 % its b siness and dist"ib te its assets as %"ovided he"ein'

%1. *I'T"I6!TION'4 (a& Dist"ib tions Othe" than U%on Ei9 idation- Dist"ib tions of avai!ab!e cash sha!! be +ade at s ch ti+es and in s ch a+o nts as in the disc"etion of the $a"tne"s) the b siness) the affai"s and the financia! ci"c +stances of the Vent "e %e"+it' (b& Dist"ib tion of Assets on Disso! tion and Ei9 idation- U%on any disso! tion and !i9 idation of the Vent "e) the assets of the Vent "e sha!! be !i9 idated in an o"de"!y +anne" (s b.ect) howeve") to the te"+s of 1!a se >?(c& he"eof&) with a view towa"d +a/i+i4in, the %"oceeds f"o+ s ch !i9 idation) and the %"oceeds the"eof sha!! be dist"ib ted in the fo!!owin, o"de" of %"io"ity(>& The e/%enses of !i9 idation and the debts of the Vent "e) othe" than debts owin, to the $a"tne"s) sha!! be %aid7 (A& Debts owin, to the $a"tne"s) if any) sha!! be %aid7 (B& Dist"ib tion sha!! be +ade to the $a"tne"s of a+o nts e9 a! to thei" "es%ective ca%ita! acco nt ba!ances) if any) which sha!! be +ade in the "atio of thei" "es%ective ca%ita! acco nt ba!ances7 (C& Any f nds "e+ainin, afte" the a+o nts desc"ibed in the fo"e,oin, 1!a ses (>&) (A& and (B& have been %aid sha!! be dist"ib ted to the $a"tne"s in the %"o%o"tion in which the $a"tne"s sha"e the net %"ofits of the Vent "e at the ti+e of s ch dist"ib tion' If the $a"tne"s have not so!d the assets of the Vent "e) e/ce%t as othe"wise %"ovided in 1!a se >?(c& he"eof) within two (A& yea"s fo!!owin, disso! tion) then the"e sha!! be dist"ib ted to the $a"tne"s as tenants in co++on) s b.ect to the fo"e,oin, S bc!a ses (>&) (A&) (B& and (C& of this 1!a se >?(b&) ndivided inte"ests in the assets of the Vent "e) as va! ed and constit ted on that date' (c& Howeve") it is nde"stood and a,"eed that %on disso! tion of the Vent "e) if a!! the "i,hts in the $"o%e"ty have not been dis%osed of by the Vent "e %"io" to s ch disso! tion) then any and a!! co%y"i,hts and co%y"i,ht "i,hts anci!!a"y the"eto of the Vent "e in and to the Sc"een%!ay and the $"o.ect sha!! be %"o+%t!y t"ansfe""ed to and be!on, in sha"es of fifty %e"cent (;<=& to Party contributing the script to the venture and fifty %e"cent (;<=& to Name of second party to venture) "es%ective!y) as tenants in co++on) and in f "the"ance the"eof the $a"tne"s he"eto a,"ee to %"o+%t!y e/ec te a!! necessa"y and %"o%e" assi,n+ents and0o" othe" doc +ents to effect ate said t"ansfe"' %3. #AIN O" -O'' *!"IN# *I''O-!TION- Any ,ain o" !oss a"isin, o t of the dis%osition of assets of the Vent "e d "in, the co "se of disso! tion sha!! be bo"ne by the $a"tne"s in the sa+e %"o%o"tions as s ch ,ain o" !oss was sha"ed by the $a"tne"s he"e nde" i++ediate!y %"io" to the disso! tion'

All contracts and agreements are suggested boiler plates. They should not be determined to be legal and binding without consulting an attorney for an Opinion.

%5. O&&O"T!NITI ' AN* ,ON0-I,T' O0 INT " 'T4 (a& Any of the $a"tne"s +ay en,a,e o" %ossess an inte"est in any othe" b siness vent "e of eve"y 3ind) nat "e and desc"i%tion) inc! din, vent "es o" ente"%"ises which +ay be co+%etitive in nat "e with the Vent "e) and neithe" the Vent "e no" any of the $a"tne"s sha!! have any "i,hts in and to said b siness vent "es) o" to the inco+e o" %"ofits de"ived the"ef"o+' (b& No $a"tne" sha!! be ob!i,ated to offe" any invest+ent o" b siness o%%o"t nities to the othe" $a"tne"s o" to the Vent "e' Any $a"tne" +ay invest o" othe"wise %a"tici%ate in s ch o%%o"t nities witho t notice to the Vent "e o" to the othe" $a"tne"s) witho t affo"din, the Vent "e o" the othe" $a"tne"s an o%%o"t nity of %a"tici%atin, in sa+e and witho t any !iabi!ity whatsoeve" to the Vent "e o" to any othe" $a"tne"' Each $a"tne" he"eby waives any "i,ht he +ay have a,ainst the othe" $a"tne"(s& fo" ca%ita!i4in, on info"+ation !ea"ned as a conse9 ence of his connection with the affai"s of the Vent "e' %8. * AT2< IN,A&A,IT+< *I'A6I-IT+ O0 A &A"TN "4 (a& U%on the death) !e,a! inca%acity o" tota! disabi!ity of a $a"tne" !eavin, the othe" $a"tne" s "vivin,) this .oint vent "e sha!! not disso!ve b t sha!! contin e as a !i+ited %a"tne"shi% with the s ccesso"(s& in inte"est of s ch deceased) inca%acitated o" disab!ed $a"tne" as a !i+ited %a"tne" the"eof) which !i+ited %a"tne" sha!! not be entit!ed to vote on %a"tne"shi% +atte"s o" %a"tici%ate in the +ana,e+ent of the %a"tne"shi% b siness e/ce%t that s ch !i+ited %a"tne"6s w"itten a%%"ova! and si,nat "e sha!! be "e9 i"ed fo" any sa!e o" othe" dis%osition of the $"o%e"ty' (b& If in the o%inion of !e,a! co nse! fo" the deceased $a"tne") the .oint vent "e inte"est of s ch deceased) inca%acitated o" disab!ed $a"tne" cannot be conve"ted to a !i+ited %a"tne"shi% inte"est witho t adve"se ta/ conse9 ences) then %on the death) inca%acity o" disabi!ity of s ch $a"tne") this .oint vent "e sha!! not disso!ve b t sha!! contin e with the "e+ainin, $a"tne" and the !e,a! "e%"esentative(s& o" s ccesso"(s& in inte"est of s ch deceased) inca%acitated o" disab!ed $a"tne") which !e,a! "e%"esentative o" s ccesso"(s& in inte"est sha!! the"eafte" be dee+ed a 1!ass 2 $a"tne" in the Vent "e' S ch 1!ass 2 $a"tne" sha!! be entit!ed to the sa+e econo+ic "i,hts) %"efe"ences as to dist"ib tion) ca%ita! and %"ofits inte"est in the Vent "e as was the deceased) inca%acitated o" disab!ed $a"tne") inc! din, the "i,ht to a%%"ove a!! withd"awa!s7 %"ovided) howeve") that s ch 1!ass 2 $a"tne" sha!! not be entit!ed to vote on Vent "e +atte"s o" to %a"tici%ate in the +ana,e+ent of the Vent "e b siness) e/ce%t that s ch 1!ass 2 $a"tne"6s w"itten a%%"ova! and si,nat "e sha!! be "e9 i"ed fo" any sa!e o" othe" dis%osition of the $"o%e"ty'

(:. $I', --AN O!'4 (a& Notices- A!! s ch notices which any %a"ty is "e9 i"ed o" +ay desi"e to se"ve he"e nde" sha!! be in w"itin, and sha!! be se"ved by %e"sona! de!ive"y to the othe" %a"ties o" by %"e%aid "e,iste"ed o" ce"tified +ai! add"essed to the %a"ties at thei" "es%ective add"esses as set fo"th in 1!a se ? he"eof) o" at s ch othe" add"ess as the %a"ties +ay f"o+ ti+e to ti+e desi,nate in w"itin, %on the boo3s of the Vent "e' Notice by +ai! sha!! be dee+ed "eceived one (>& day afte" de%osit in the United States +ai!' (b&A"bit"ation- Any cont"ove"sy o" c!ai+ a"isin, o t of o" in "e!ation to this A,"ee+ent o" the va!idity) const" ction o" %e"fo"+ance of this A,"ee+ent) o" the b"each the"eof) sha!! be "eso!ved by a"bit"ation in acco"dance with the " !es and %"oced "es of A*MA) as said " !es +ay be a+ended f"o+ ti+e to ti+e with "i,hts of discove"y if "e9 ested by the a"bit"ato"' S ch " !es and %"oced "es a"e inco"%o"ated and +ade a %a"t of this A,"ee+ent by "efe"ence' If A*MA sha!! "ef se to acce%t . "isdiction of s ch dis% te) then the %a"ties a,"ee to a"bit"ate s ch +atte" befo"e and in acco"dance with the " !es of the A+e"ican A"bit"ation Association nde" its . "isdiction in "ity of Arbitration befo"e a sin,!e a"bit"ato" fa+i!ia" with ente"tain+ent !aw' The %a"ties sha!! have the "i,ht to en,a,e in %"e5hea"in, discove"y in connection with s ch a"bit"ation %"oceedin,s' The %a"ties a,"ee he"eto that they wi!! abide by and %e"fo"+ any awa"d "ende"ed in any a"bit"ation cond cted % "s ant he"eto) that any co "t havin, . "isdiction the"eof +ay iss e a . d,+ent based %on s ch awa"d and that the %"evai!in, %a"ty in s ch a"bit"ation and0o" confi"+ation %"oceedin, sha!! be entit!ed to "ecove" its "easonab!e atto"neys6 fees and e/%enses' The a"bit"ation wi!! be he!d in "ity of Arbitration and any awa"d sha!! be fina!) bindin, and non5a%%ea!ab!e' The $a"ties a,"ee to acce%t se"vice of %"ocess in acco"dance with the A*MA o" AAA R !es' (c& This A,"ee+ent sha!! be const" ed) inte"%"eted and enfo"ced in acco"dance with the !aws of the State of *tate +aws governing agreement a%%!icab!e to a,"ee+ents e/ec ted and to be who!!y %e"fo"+ed within s ch state' (d& Nothin, contained in this A,"ee+ent sha!! be const" ed so as to "e9 i"e the co++ission of any act o" the %ay+ent of any co+%ensation which is cont"a"y to !aw o" to "e9 i"e the vio!ation of any , i!d o" nion a,"ee+ent a%%!icab!e he"eto which +ay) f"o+ ti+e to ti+e) be in effect and by its te"+s cont"o!!in, of this A,"ee+ent' If the"e is any conf!ict between any %"ovision of this A,"ee+ent and any s ch a%%!icab!e !aw o" , i!d o" nion a,"ee+ent and the !atte" sha!! %"evai!) then the %"ovisions of this A,"ee+ent affected sha!! be +odified to the e/tent (b t on!y to the e/tent& necessa"y to "e+ove s ch conf!ict and %e"+it s ch co+%!iance with !aw o" , i!d o" nion a,"ee+ent' (e& No waive" by any %a"ty he"eof of any fai! "e by any othe" %a"ty to 3ee% o" %e"fo"+ any covenant o" condition he"eof sha!! be dee+ed a waive" of any %"ecedin, o" s cceedin, b"each of the sa+e o" any othe" covenant o" condition'

(f& This A,"ee+ent +ay not be a+ended o" chan,ed e/ce%t by a w"itten inst" +ent d !y e/ec ted by each of the $a"tne"s' (,& Each $a"tne" sha!! e/ec te and de!ive" any and a!! additiona! %a%e"s) doc +ents and othe" inst" +ents and sha!! do any and a!! f "the" acts and thin,s "easonab!y necessa"y in connection with the %e"fo"+ance of his) he" o" its ob!i,ations he"e nde" to ca""y o t the intent of the Vent "e' (h& The "e+edies acco"ded he"ein o" othe"wise avai!ab!e to the $a"tne"s sha!! be c + !ative and no one s ch "e+edy sha!! be e/c! sive of any othe" and the e/e"cise of any one sha!! not %"ec! de the e/e"cise o" be dee+ed a waive" of any othe" "e+edy no" sha!! the s%ecification of any "e+edy e/c! de o" be dee+ed to be a waive" of any "i,ht o" "e+edy at !aw o" in e9 ity which +ay be avai!ab!e to a %a"tne" inc! din, any "i,hts to da+a,es o" in. nctive "e!ief' (i& Any and a!! consents and a,"ee+ents %"ovided fo" o" %e"+itted by this A,"ee+ent sha!! be in w"itin, and a si,ned co%y the"eof sha!! be fi!ed and 3e%t with the boo3s of the Vent "e' (.& This A,"ee+ent contains the so!e and on!y a,"ee+ent of the $a"tne"s "e!atin, to the Vent "e and co""ect!y sets fo"th the "i,hts) d ties and ob!i,ations of each to the othe"(s& as of its date' Any %"io" a,"ee+ents) %"o+ises) a+end+ents) ne,otiations o" "e%"esentations not e/%"ess!y set fo"th in this A,"ee+ent a"e of no fo"ce and effect' (3& No $a"tne" sha!! se!!) assi,n) +o"t,a,e) hy%othecate o" enc +be" his o" he" inte"est) o" any %o"tion the"eof) in the Vent "e witho t the %"io" w"itten consent of a!! $a"tne"s' IN (ITNESS (HEREO*) this A,"ee+ent is e/ec ted as of the date and yea" fi"st above w"itten' 888888888888888888888888888888888 Party contributing the script to the venture 888888888888888888888888888888888 Name of second party to venture

All contracts and agreements are suggested boiler plates. They should not be determined to be legal and binding without consulting an attorney for an Opinion.