PARTNERSHIP AGREEMENT

of the
[Name] Investment Club

This AGREEMENT of PARTNERSHIP is made as of [Date] by and between the

undersigned Partners.

I. Formation
The undersigned hereby form a General Partnership in, and in accordance with the
laws of, the province of Ontario.

II. Name

A. Name of the club.

B. This name and its abbreviation shall be the only method of referring to or
representing the club.

III. Term
The Partnership shall begin on [Date] and shall continue until [Date] of the same
year and thereafter from year to year unless earlier terminated as hereinafter
provided.

IV. Purpose

A. To educate members in the basic principles of investment practices and

strategies.
B. To generate a greater awareness among members of the economic realities
of success and failure, profit and loss.
C. To organize speaker programs, discussion groups and the like for all
investment enthusiasts.
D. Seek to earn consistently superior returns of approximately 15% per annum
over the longer term.

V. Membership

A. Membership is open to everyone.

B. Membership in the club shall be limited to 15 members.
C. A prospective member shall attend two meetings as a guest of a member
before being considered for membership
a. Prior to a vote admitting a prospective member into the club, she/he
must be provided with a copy of the agreement. The prospective
 member must sign it and return these documents to the Secretary.

VI. Executive Body

A. Composition
1. President
2. Vice President
3. Treasurer
4. Assistant Treasurer
5. Secretary
6. Researcher
7. Social Director

B. Duties of the Executive

1. President
i. Shall oversee the course of proceedings at executive and
membership meetings;
ii. Is a signing officer of the club;
iii. Is registered as trader for the club;
iv. Offer guidance and vision on future proceedings of the club;
v. Performs such other duties as may from time to time be
determined by members; and
vi. Supervise any votes re: elections or stock decisions.

2. Vice President
i. Fills-in for president, secretary or treasurer if they are absent
from a meeting;
ii. Is a signing officer of the club; and,
iii. Performs such other duties as may from time to time be
determined by members.

3. Treasurer
i. Is a signing officer of the club;
ii. Is registered as a trader for the club;
iii. Responsible for keeping financial records of the club;
iv. Controls the deposit each month, the safekeeping of securities
and the disbursements of the club funds;
v. Renders to the members an account of all transactions and of
the financial position of the club including a monthly Valuation
Statement and member Unit Account Statements;
vi. Prepares annual statements and income tax information for the
club and members; and,
vii. Performs such other duties as may from time to time be
determined by members.

4. Assistant Treasurer
i. Fulfills Treasurer’s duties when Treasurer is not available;
 ii. Is registered as a trader for the club;
iii. Carries out the trading for the club;
iv. Receives all company documentation related to dividend
reinvestment plans;
v. Provides treasurer with necessary data on a monthly basis prior
to meeting; and,
vi. Performs such other duties as may from time to time be
determined by members.

5. Secretary
i. Gives all notices required to be given to members;
ii. Attends all meetings of the club and records the minutes;
iii. Provides minutes of meetings to club members within one week
following a meeting;
iv. Is the custodian of all books, papers, records and other
materials belonging to the club; and,
v. Performs such other duties as may from time to time be
determined by members.

6. Researcher
i. Receives quarterly reports for all club-owned stocks;
ii. Distributes reports to members responsible for tracking the
performance of stocks;
iii. Receives newspaper clippings and various corporate information
on club-owned stocks from members; and,
iv. Performs such other duties as may from time to time be
determined by members.

7. Social Director
i. Plans semi-annual events for club;
ii. Invites guest speakers; and,
iii. Performs such other duties as may from time to time be
determined by members.

VII. Meetings

A. A general meeting shall be held once each month [Date].

B. The Executive with 10% membership backing may call a meeting.
C. Non-members are welcome to attend club meetings.
D. Quorum for meetings shall be 25% of current members.

VIII. Elections

A. Members in good standing may vote in elections.

B. Annual elections will be held at the Annual General Meeting (AGM) in
[Date].
C. Determination of Elected Officers
 a. A majority of the votes cast is required for candidates to be elected to
office.
b. If no single candidate receives a majority vote, then the candidate
receiving the fewest votes shall be removed from contention and a
new vote shall be cast. This process will continue until a single
candidate receives the majority of votes.
c. Uncontested candidates for positions shall have to pass a vote of
confidence (over 50% of the eligible vote) by the voting membership.

IX. Capital Contributions

The Partners will each make minimum monthly investments of [Amount] at regular
monthly meetings. Regular monthly contributions, normally collected at meetings,
are due prior to the scheduled meeting in the case of any planned absence, or by
the end of the third day after the meeting from anyone who was unable to attend
that monthly meeting due to an emergency or illness. No Partner's capital account
shall exceed twenty percent (20%) of the capital accounts of all Partners.

X. Valuation of the Partnership

The current value of the assets of the Partnership, less the current value of the
debts and liabilities of the Partnership (hereinafter referred to as the "value of the
Partnership") shall be determined at a regularly scheduled date and time
(hereinafter referred to as the "valuation date") preceding the date of each periodic
meeting.

XI. Capital Accounts

There shall be maintained a capital account in the name of each Partner. Any
increase or decrease in the value of the Partnership on any valuation date shall be
credited or debited, respectively, to each Partner's capital account on that date. Any
other method of valuating each Partner's capital account may be substituted for this
method, provided the substituted method results in exactly the same valuation as
previously provided herein. Each Partner's contribution to, or capital withdrawal
from, the Partnership shall be credited or debited, respectively, to that Partner's
capital account.

XII. Management
Except as otherwise determined, all decisions shall be made by the Partners whose
capital accounts total a majority of the value of the capital accounts of all the
Partners.

XIII. Sharing of Profits and Losses

Net profits and losses of the Partnership shall inure to, and be borne by, the
Partners, in proportion to the value of each of their capital accounts.

XIV. Book of Account

The Book of Account shall be a complete set of accounts, consisting of assets,
liabilities, individual Partnership accounts, and appropriate revenue and expense
accounts. It shall use the double-entry accounting system. Books of Account of the
transactions of the Partnership shall be kept and at all times be available and open
to inspection and examination by any Partner.

XV. Annual Accounting and Partnership Audit Committee

Each calendar year, a full and complete account of the condition of the Partnership
shall be made to the Partners. The Annual Accounting for the preceding year shall
take place at the Annual Meeting.

All financial transactions shall be reviewed semi-annually by a Partnership Audit

Committee.

XVI. Bank Account

The Partnership may select a bank for the purpose of opening a bank account.
Funds in the bank account shall be withdrawn by checks signed by any Partner
designated by the Partnership.

XVII. Broker Account

None of the Partners of this Partnership shall be a broker. However, the Partnership
may select a broker and enter into such agreements with the broker as required for
the purchase or sale of securities, as follows:

 All securities shall be purchased in the name of the Partnership.

 All securities shall be kept in the Partnership safe deposit box or with the
broker.
 Any corporation or transfer agent called upon to transfer any securities to or
from the name of the Partnership shall be entitled to rely on instructions or
assignments signed by any Partner without inquiry as to the authority of the
person(s) signing such instructions or assignments, and without inquiry as to
the validity of any transfer to or from the name of the Partnership.
 At the time of a transfer of securities, the corporation or transfer agent is
entitled to assume (1) that the Partnership is still in existence and (2) that
this Agreement is in full force and effect and has not been amended unless
the corporation or transfer agent has received written notice to the contrary.

XVIII. No Compensation
No Partner shall be compensated for services rendered to the Partnership, except
for reimbursement of expenses.

XIX. Removal of a Partner

Any Partner may be removed by agreement of the Partners whose capital accounts
total a majority of the value of all Partners' capital accounts. Written notice of a
meeting where removal of a Partner is to be considered shall include a specific
reference to this matter. The removal shall become effective upon payment of the
value of the removed Partner's capital account.
XX. Termination of Partnership
The Partnership may be terminated by agreement of the Partners whose capital
accounts total a majority in value of the capital accounts of all the Partners. Written
notice of a meeting where termination of the Partnership is to be considered shall
include a specific reference to this matter. Written notice of the decision to
terminate the Partnership shall be given to all the Partners. Payment shall then be
made of all the liabilities of the Partnership, and a final distribution of the remaining
assets, either in cash or in kind, shall be made promptly to the Partners or to their
personal representatives in proportion to each Partner's capital account.

XXI. Voluntary Withdrawal (Partial or Full) of a Partner

Any Partner may withdraw a part or all of the value of the Partner’s capital account
in the Partnership, and the Partnership shall continue as a taxable entity. The
Partner withdrawing a part or all of the value of such capital account shall give
notice of such intention in writing to the Secretary. Written notice shall be deemed
to be received as of the first meeting of the Partnership at which it is presented. If
written notice is received between meetings, it will be treated as received at the
first following meeting.

In making payment, the value of the Partnership as set forth in the valuation
statement prepared for the first meeting following the meeting at which notice is
received from a Partner requesting a partial or full withdrawal will be used to
determine the value of the Partner's account.

The Partnership shall pay the Partner who is withdrawing a portion or all of the
value of his capital account in the Partnership in accordance with the Terms of
Payment section below in this agreement.

XXII. Death or Incapacity of a Partner

In the event of the death or incapacity of a Partner (or the death or incapacity of
the grantor and sole trustee of a revocable living trust), receipt of notice shall be
treated as a notice of full withdrawal.

XXIII. Terms of Payment

Where cash is transferred, the Partnership shall transfer to the Partner (or other
appropriate entity) withdrawing a portion or all of his interest in the Partnership, an
amount equal to the lesser of (i) ninety-seven percent (97%) of the value of the
capital account being withdrawn, or (ii) the value of the capital account being
withdrawn, less the actual cost to the Partnership of selling securities to obtain cash
to meet the withdrawal. The amount being withdrawn shall be paid within 10 days
after the valuation date used in determining the withdrawal amount. A charge of
25% (the “Withdrawing Charge”) will be deducted from the amount paid to the
member. The withdrawing charge may be waived in case of emergency and
approved by two-thirds majority vote.

XXIII. Forbidden Acts

No Partner shall:
  Have the right or authority to bind or obligate the Partnership to any extent
whatsoever with regard to any matter outside the scope of the Partnership
purpose.
 Except as provided in this agreement, without the unanimous consent of all
the other Partners, assign, transfer, pledge, mortgage, or sell all or part of
his or her interest in the Partnership to any other Partner or other person
whomsoever, or enter into any agreement as the result of which any person
or persons not a Partner shall become interested in the Partnership.
 Purchase an investment for the Partnership where less than the full purchase
price is paid for same.
 Use the Partnership name, credit, or property for other than Partnership
purposes.
 Do any act detrimental to the interests of the Partnership or any act that
would make it impossible to carry on the business or affairs of the
Partnership.

XXIV. Amendments

A. Amendments to this Agreement must be approved by a 2/3 vote at a club

meeting.

This Agreement of Partnership shall be binding upon the respective heirs,

executors, administrators, and personal representatives of the Partners.

The Partners have caused this Agreement of Partnership to be executed on the

dates indicated below, effective as of the date indicated above.

Partner (Printed Name) Partner (Signature) Date Signed