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Partnership Agreement
( Proposed)

THIS AGREEMENT OF PARTNERSHIP, made as of July 24th,
________,  by and between the undersigned:




Formation of Partnership: The undersigned hereby form a General Partnership in,
and in accordance with the laws of, the State of Washington.

Name of Partnership: The name of the partnership shall be the _______________
INVESTMENT CLUB OF SEATTLE, WASHINGTON.

Term: The Partnership shall continue until terminated by agreement of the partners.

Purpose: The purpose of the partnership is to invest the assets of the
partnership solely in stocks, bonds and securities, for the education
and benefit of the partners.

Meetings: Periodic meetings shall be
held as determined by the partnership

Contributions: The partners may make contributions to the
partnership on the date of each periodic meeting, in such amounts as
the partnership shall determine.

Valuation: The current value of the
assets and property of the partnership, less the current value of the
debts and liabilities of the partnership shall be determined not more
than 10 business days preceding the date of each periodic meeting.

Capital Accounts: There shall be maintained in the name of each
partner, a capital account. Any increase or decrease in the value of
the partnership on any valuation date shall be credited or debited,
repectively, to each partner's capital account in proportion to the
value of the partner's capital account on said date.

Management: Each partner shall participate in the management and conduct of the
affairs of the partnership in proportion to his/her capital account. Except
as otherwise provided herein, all decisions shall be made by a vote of the
partners in proportion to the credit balances in their capital account.
Sharing of profits and losses: Net profits and losses of the partnership shall
insure to and be borne by the partners in proportion to the credit balances
in their capital account.

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Sharing of profits and losses: Net profits and losses of the partnership shall
insure to and be borne by the partners in proposition to the credit balances
       in their capital accounts.

Books of Account: 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.

Annual Accounting: Each calendar year, a full and complete account of the
condition of the partnership shall be made to the partners.

Bank Account: The partnership shall select a bank for the purpose of opening a
partnership bank account. Funds deposited in said partnership bank account
shall be withdrawn by checks signed by either of three partners designated
by the partnership

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 stocks, bonds, and
securities.

No Compensation: No partner shall be compensated for services rendered to the
partnership except reimbursement for expenses.

Additional Partners: Additional partners may be admitted at any time, upon the
unanimous consent of all the partners at a meeting.

Dissolution of Partnership: The partnership may be dissolved by agreement of the
partners, said vote to be by number of shares. Notice of said decision to
dissolve the partnership shall be given to all of the partners. The
partnership shall thereupon be terminated by the payment of all the debts
and liabilities of the partnership and the distribution of the remaining
assets either in cash or in kind to partners or their personal
representatives, in proportion to their capital accounts.

Withdrawal of a Partner: Any partner may withdraw his or her interest. The
partner shall give notice in writing to the recording partner. This notice
shall be deemed to be received as of the first meeting of the club at which
it is presented. If notice is received between meetings it will be treated
as received at the first following meeting. In making payment to the
withdrawing partner, the valuation statement prepared for the first meeting
following the one at which notice is received will be used to determine the
value of the partner's account. The remaining partners shall have three
meetings to buy the withdrawing partner out. There will be a charge to the
withdrawing partner, as determined in the Operating
Payment may be made in cash or securities, at the option of the
remaining partners.

Death or Incapacity of a Partner: In the event of the death or incapacity of a
partner, receipt of such notice shall be treated as a notice of withdrawal.

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Forbidden Acts: No partner shall:

a. 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 business.

b. Without the unanimous consent of all the other partners, assign,
transfer, pledge, mortgage or sell all or part of his/her interest in
the partnership to any other partner or other person whomsoever, or
enter in to any agreement as the result of which any person or
persons not a partner shall become interested with him/her in the
partnership.

c. Purchase an investment for the partnership where less than the full
purchase price is paid for the same.

d. Use the partnership name, credit or property for other than
partnership purposes.

e. Do any act detrimental to the interests of the partnership or which
would make it impossible to carry on the business or affairs of the
partnership.

Ternination of Partners: A partner's interest may be terminated for cause (see
Forbidden Acts above, and Operating Procedures). Such termination requires
the unanimous vote of the remaining partners, and shall be treated as if a
notice of withdrawal had been received, with liquidation of the terminated
partner's interest proceeding in the usual way.

This agreement of the Partnership is hereby declared and shall be binding upon the
respective heirs, executors, adminstrators and personal representatives of the
parties.

IN WITNESS WHEREOF, the partners have set their hands and seals the year and date
first above written.

Partners: