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                                          JOINT VENTURE AGREEMENT




                AGREEMENT made ______________,19__ among:______________





                The Joint Venturers have agreed to make contributions to

        a common fund for the purpose of acquiring and



        ___________________________________ 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.



        ___________________________          _________________________


        ___________________________          _________________________


        ___________________________          _________________________