Limited Partnership Agreement

AGREEMENT OF LIMITED PARTNERSHIP OF HI-TECH, LTD., A CALIFORNIA LIMITED PARTNERSHIP

This Agreement of Limited Partnership (the "Agreement") is made by and among the General Partners and ________ as the original Limited Partner, and such other Limited Partners as may be added pursuant to the terms hereof.

ARTICLE I

GENERAL PROVISIONS

1.1 Formation of the Partnership: The parties hereto agree to form a limited partnership (the "Partnership") under the California Revised Limited Partnership Act (the "Act").

1.2 Name of the Partnership: The name of the Partnership shall be Hi-Tech, Ltd., A California Limited Partnership, or such other name as shall be selected from time to time by the General Partners upon written notice to the Limited Partners.

1.3 Purposes: Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of ;and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing.

1.4 Principal Place of Business and Office of the Partnership: The principal place of business and office of the Partnership shall be located at __________, or such other place or places as the General Partners may from time to time designate by notice to the Limited Partners. In addition, the Partnership may maintain such other offices as the General Partners deem advisable.

1.5 Term: The Partnership shall commence upon the filing with the California Secretary of State of the Certificate of Limited Partnership and shall continue until 5:00 p.m., December 31, 2050, unless sooner dissolved and terminated pursuant to the provisions of Article XII hereof.

1.6 General Partners: The name and place of business of the General Partners are as follows: ____________________________ ____________________________ ____________________________ ____________________________ ____________________________ ____________________________

1.7 Certificate of Limited Partnership: The General Partners shall cause to be filed a Certificate of Limited Partnership with the California Secretary of State in accordance with the terms of the Act and shall cause a copy of such Certificate to be recorded in the office…