CCIC Partnership Agreement

Cross Country Investment Club

Agreement Of Partnership

THIS AGREEMENT OF PARTNERSHIP, made as of February 1, 1998, by and between the members,

NOW, THEREFORE IT IS AGREED:

1. Formation: The undersigned hereby form a General Partnership in accordance with and subject to the laws of the State of Nevada.

2. Name: The name of the General Partnership shall be the Cross Country Investment Club and shall be referred to hereinafter as "CCIC".

3. Term: The CCIC shall begin on February 1, 1998 and shall continue until it is terminated as provided herein.

4. Purpose: The purpose of CCIC is to invest the assets of the CCIC solely in stocks, bonds, and securities for the benefit and education of the partners, and to foster in the partners a long-term perspective in accumulation of assets.

5. Meetings/Information: The members of the partnership shall conduct business, via electronic mail (e-mail), and/or through other electronic means on the Internet. Each partner, or his/her proxy, shall have an e-mail address and access to computer hardware and software sufficient to fully participate in the affairs of the CCIC.

6. Capital Contributions: The partners shall invest specified minimum monthly capital contributions on or before the due date. All timely contributions will be treated as if made on the same day for purposes of determining each partner's interest in the partnership. Any monthly contribution that is not received by the specified due date shall be considered late and subject to a specified late payment charge as determined by the partnership, and will be posted to the partner's capital account on the following month's valuation date. Any partner who is in arrears for two months in a row may be considered for removal per Article 20. Interest will not be paid on capital accounts.

Any partner may make monthly contributions up to an amount to be decided by the CCIC. Additional, elextive contributions are not prohibited but are subject to a vote of the CCIC.

7. Ownership Limit: No partner's capital account shall exceed twenty percent (20%) of the Value of the CCIC. A partner whose capital account exceeds twenty percent (20%) of the Value of the CCIC must suspend monthly capital contributions until such time his or her capital contributions are less than twenty percent (20%). The twenty percent (20%) limit shall not apply in the event that there are fewer than eight (8) partners.

8. Value of the CCIC: The current value of the assets of CCIC, less the current value of the liabilities of CCIC, (hereinafter referred to as the "Value of the CCIC") shall be shall be determined as of the market close on the last day of each month (hereinafter referred to as the "Valuation Date") from the closing prices as reported in the Wall Street Journal or as obtained from an on-line source selected by the Treasurer. The closing prices rerported in the Wall Street Journal shall be used in the event there are discrepancies over the reported closing prices of any secrutities.

9. Capital Accounts: A capital account shall be maintained in the name of each partner and valuation units shall be issued for each partner's capital contribution. Initially, the unit value shall be Ten Dollars ($10.00). On each valuation date, the unit value shall be determined by dividing the current value of the CCIC by the number of valuation units outstanding. The number of new valuation units to be issued shall be calculated by dividing the amount of the contribution by the unit value as of the latest valuation date. Each partner's capital account shall be increased by his or her share of any realized gains, dividends or income of CCIC, and shall be decreased by his or her share of any realized losses or expenses of CCIC. Each partner shall receive a monthly accounting via e-mail of all capital accounts.

Each founding partner shall contribute One Hundred Dollars ($100.00) as their initial capital contribution to the assets of CCIC which will be used to establish each Founding Partner's capital account and pay for initial expenses to establish this partnership. New partners shall make their initial contribution at an amount to be determined by the partners, and , in additioin, will be charged a non refundable initiation fee of Twenty Dollars ($20.00) as his/her shar of the CCIC's start up costs. (Refer to Article 20)

10. Management: Each partner shall participate in the management and conduct of the affairs of CCIC on an equal basis.

11. Voting: Any action may be approved by the vote of a simple majority vote except as otherwise stipulated by this Agreement. Upon giving notice to the Secretary, a partner may designate any other partner as proxy to represent that partner on any motinos put up foa a vote, or for any other business before the CCIC.

12. By Laws: The partners may adopt By Laws regulating the business and activities of the CCIC provided that this agreement shall control in the event of conflict.

13. Power of Attorney: The activities of CCIC are intended to be conducted by electronic means. In addition to the provisions of Article 5, and except for voting on motions before the CCIC, each partner appoints the President, or in his or her absence, the Vice President as the partner's true and lawful attorney, in the partner's name, place and stead, to make, execute, sign, acknowledge and file any certificate, document, agreement, amendment reflecting action properly taken by the partnership and any other certificates or instruments that may be necessary for the conduct of the partnership's business.

14. Sharing of Profits and Losses: Net profits and losses of the CCIC shall inure to, and be borne by, the partners, in proportion to the value of each of their capital accounts.

15. Books of Account: Books of account of the transactions of the CCIC shall be kept, and at all times be available and open to inspection and examination by request of any partner.

16. Annual Accounting: Each calendar year, a full and complete account of the condition of the CCIC shall be made by the Treasurer to the partners and distributed to all partners on an equal basis.

17. Checking Account: CCIC may select a financial institution for the purpose of opening a checking account. Funds in the account shall be withdrawn by checks signed by any partner(s) designated by the CCIC.

18. Broker Account: None of the partners of CCIC shall be a broker. However, the CCIC may enter into one or more brokerage agreements required for the purchase or sale of securities. Securities owned by the CCIC shall be held by the broker in street name for the account of the CCIC's.

Only Officers of the CCIC shall perform the ministerial functions of giving orders to the broker covering the purchase or sale of stocks, bonds and securities for the accounts of the CCIC, and then only after said purchases or sales have been approved by the partners of the CCIC.

Any corporation or transfer agent called upon to transfer any securities to or from CCIC shall be entitled to rely on instructions or assignments signed by any duly elected Officer of the Partnership without inquiry as to the authority of the person(s) signing such instructions or assignments, or as to the validity of any transfer to or from the name of CCIC.

At the time of a transfer of securities, the corporation or transfer agent is entitled to assume:

(1) that CCIC is still in existence.

(2) that this Agreement is in full force and effect and has not been amended unless the corporation has received written notice to the contrary.

19. No Compensation: With the exception of direct expenses substantiated by receipts, no partner shall be compensated for services rendered to CCIC.

20. Changes in Membership:

Additional Partners: Additional partners may be admitted at any time, upon the unanimous vote of the active members, so long as the number of partners does not exceed twenty-five (25). All partners shall share in the initial start up expenses of the CCIC. Each new partner shall pay a nonrefundable fee of Twenty Dollars ($20.00) in addition to and with his/her first capital contribution. (Refer to Article 9)

Transfers to a Trust or Joint Tenancy: A partner may, after giving written notice to all other partners, transfer his or her interest in the CCIC to a revocable living trust of which he or she is a grantor and trustee or to the partner and his or her spouse or other person as tenants by the entireties or as joint tenants with rights of survivorship. In the event of any such transfer the partners social security number shall be used for tax reporting purposes.

Removal of a Partner: Any partner may be removed for good cause (as determined by the partners) by the affirmative vote in both:

1) two-thirds (2/3) majority vote of the partners, and

2) majority of the ownership interest in the Value of the CCIC.

Notice, in writing or e-mail from the Secretary or any other Officer in his/her absence, shall be given to all partners that removal of a partner is to be considered and 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, and in accordance with the provisions of Article 23. The Valuation Date immediately following the affirmative vote for removal shall be used to determine the Terms of Payment (Refer to Article 23).

Death, Incapacity, or Bankruptcy of a Partner: In the event of the death, incapacity or bankruptcy of a partner (or the death, incapacity or bankruptcy of a grantor and trustee of a revocable living trust to which a partner has transferred his or her interest pursuant to Paragraph 20), receipt of notice of any such event shall be treated as a notice of Full and Voluntary Withdrawal (Refer to Article 22).

21. Termination of Partnership: In the event of the death, disability, bankruptcy, removal or withdrawal of a partner, the business of CCIC shall not be wound up and its existence shall not be terminated.

The CCIC may be terminated by both

A.) two-thirds (2/3) majority vote of the partners, and

B.) majority of the ownership interest in the Value of CCIC.

Notice, in writint or e-mail from the Secretary or any other Officer in his/her absence, shall be given to all partners and shall include specific reference that a Termination of Partnership is to be considered. Upon termination, payment shall then be made of all the liabilities of the CCIC and a final distribution of the remaining assets, either in cash or in kind, shall promptly be made to the partners or their personal representatives in proportion to each partner's capital account.

22. Voluntary Withdrawal (Partial or Full) of a Partner: Any partner may withdraw a part or all of the value of his or her capital account in the CCIC and the Partnership shall continue as a taxable entity.

The partner withdrawing a part or all of the value of his or her capital account shall give notice of such intention in writing or e-mail to all Officers. Notice shall be deemed to be received as of the month of which it was postmarked, if mailed, or acknowledged by any Officer, if sent via e-mail.

The Valuation Date used to determine the units or cash withdrawal shall be the Valuation Date of the month following the month in which the notice is received.

The CCIC shall make payment in accordance with the terms specified by Article 23.

23. Terms of Payment: Payment may be made in cash or securities or a mix of each at the option of the remaining partners. Where securities are to be distributed, the remaining partners select the securities and the withdrawing partner shall be responsible for all withdrawal expenses. The Liquidation Fee or applicable Penalty are unrelated and shall be based on the capital being withdrawn from the withdrawing partner's capital account.

Liquidation Fee: The CCIC shall pay an amount equal to the lesser of:

(a) ninety-seven percent (97%) of the value of the capital account being withdrawn, or

(b) the value of the capital account being withdrawn, less the actual cost to CCIC of selling securities to obtain cash to meet the withdrawal.

Penalties: A penalty for early withdrawal shall be imposed on the value of the capital account being withdrawn. Withdrawal prior to one year of membership shall be subject to a 10% penalty. This penalty shall reduce to 5% for withdrawals prior to two years of membership, and there shall be no withdrawal penalty after completion of two years of membership. The penalty may be waived by a majority vote for reasons of incapacity, illness or death.

Settlement: The amount being withdrawn shall be paid within forty-five (45) days of the Valuation Date used to determine the withdrawal.

Immediate Payment: If the partner withdrawing a portion or all of the value of his or her capital account in CCIC desires an immediate payment in cash, the Partnership at its earliest convenience may pay seventy-five percent (75%) of the estimated value of his or her capital account and settle the balance in accordance with the valuation and payment procedures set forth in Articles 22 and 23.

Transfer of Securities: Where securities are transferred, the CCIC shall select those securities as of the Valuation Date that determines the capital account withdrawal. CCIC's broker shall be advised that ownership of the securities has been transferred to the partner as of the valuation date used for the withdrawal.

24. Forbidden Acts: No partner shall;

(a) Have the right or authority to bind or obligate the CCIC to any extent whatsoever with regard to any matter outside the scope of the Partnership's purpose.

(b) Except as provided in Article 20, and 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 CCIC 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 with him or her in the CCIC.

(d) Use the Partnership name, credit or property for other than CCIC 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 CCIC.

25. Partners Under the Age of 18: A person less than 18 years of age may become a partner of the CCIC, in which case this Agreement of Partnership must be executed both by such person on his or her own behalf and also by the parent or guardian of such under age person on behalf of such person.

26. Officers: Duly elected officers of the CCIC shall include only the President, Vice President, Treasurer and Secretary, whose roles, responsibilities and terms shall derive solely from the authority and powers granted by the partners of the CCIC, and who shall administer to the needs, duties and obligations of the partnership as specified by this Agreement and otherwise authorized by the By Laws.

27. Liability: Each partner agrees to hold harmless each and every other partner and the partnership for any financial loss that is sustained as a result of investment decisions made by the partnership. Each partner acknowledges that there can be no guarantee as to how an investment will perform. As a result, each and every partner waives any right he or she might have for arbitration, trail by jury or to file a lawsuit against any other partner or the partnership for damages for any financial loss sustained by the partnership as a result of investments made by the partnership.

28. Modifications of this Partnership Agreement: Changes to this Agreement shall only be approved by a vote by both:

a) two-thirds (2/3) majority vote of the partners, and

b) majority of the ownership interest in the Value of the CCIC.

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.