Conflict of Interest of General Partner (s) & Release

_________________________________________________, constituting all of the

limited partners of ___________________, and _______ ___________________,
constituting all of the general partners of the ___________________ limited partnership
agree:

That the general partners of the partnership may have the following conflicts of interest
with the partnership:
_________________________________________________________________

The Limited Partners accept these conflicts of interest and make no requirement of the
General Partner (s) to remove themselves from these situations in question.

Dated: __________________________

General partners:
______________
______________
______________

Limited Partners shall sign the attached Exhibit One or duplicate originals of the same.
Exhibit One: Names & Addresses of Limited Partners and their signatures

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number

____________________ ______________________ ___________________

Limited Partner Signature Printed Name and Address Social Security Number
Note: Include as many more lines as there are Limited Partners.
 Conflict of Interest of General Partner (s) & Release
Review List

This review list is provided to inform you about this document in question and assist in its
preparation. Conflict of interest issues are business ones and always tricky to decide. A
General Partner is well advised to get them out in the open so as to avoid charges of
secretive activities with fraudulent intent, inducement to invest, and the like. Limiteds
are advised to review the conflicts seriously and consider how they would have acted if
they had known this up front. If, as a Limited, you do not like the way the Partnership is
going, and you are presented with this kind of document to sign, it gives you substantial
leverage to get your investment back plus interest or bonus.

At a minimum, the Limiteds can negotiate a better payout percentage for themselves
and/or reduction to the draw of the General Partner (s).

1. Make multiple copies. Be sure each signatory gets one. Keep a set in
the Partnership records.