PARTNERSHIP WORKSHEET

prepared on May 21, 2012 ORGANIZER: Name: Street Address: City, State, Zip: Telephone: Soc. Sec. No.: Dorian Mayhew Rothschild 60 Arthur St. San Rafael, CA 94901 (415) 734-1835 123-45-6789

PARTNERSHIP NAME: Legal Name: Rothschild Engle L.P. Trade Name: Rothschild Engle Partnership Address: Street Address: 123 Main St. City, State, Zip: Mill Valley, CA 94941 County: Marin Telephone: (415) 456-7050 Mailing Address: City, State, Zip: 123 Main St. Suite B Mill Valley, CA 94941

BUSINESS ACTIVITIES: This partnership is expected to begin conducting business on May 31, 2012, with an initial number of employees of approximately 3, and anticipated first year gross revenues of approximately $150,000.00. The primary activities of the business can be described as follows: Rothschild Engle L.P. shall be a leading developer and distributor of Marine radar/sonar instruments for use in the commercial fishing and shipping industries.

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PARTNERS: Name: Dorian Mayhew Rothschild Address: 60 Arthur Street City, State, Zip: San Rafael, CA 94901 Telephone: (415) 456-4654 Ext. 10 Percentage ownership: 50% Initial capital contribution: $75,000.00 Name: Peter R. Engle Address: 35 Palm Circle Drive City, State, Zip: Corte Madera, CA 95422 Telephone: (415) 374-1098 Ext. 15 Percentage ownership: 25% Initial capital contribution: $20,000.00 Name: Ian D. Mackabee Address: 45 Elmo Heights City, State, Zip: Tiburon, CA 94920 Telephone: (415) 454-1989 Ext. 20 Percentage ownership: 25% Initial capital contribution: $20,000.00 TAX ISSUES: The designated partner who will be responsible for tax matters will be: Name: Address: City, State, Zip: Telephone: Ian Mackabee 45 Elmo Heights Tiburon, CA 94920 (415) 454-1989 Ext. 20

The fiscal year of the partnership will end each year on December 31. CONTROL AND MANAGEMENT: General partnership decisions will require approval by a majority vote. Each partner shall have an equal vote in management decisions. TERM OF PARTNERSHIP: Unless the partnership is dissolved sooner by agreement of the partners or because of some other reason stated in the partnership agreement, the partnership will begin immediately and will continue indefinitely.

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MODIFICATION OF EXISTING PARTNERSHIP AND WITHDRAWING PARTNERS: The partnership agreement may be changed only with the approval by majority vote. A partner may withdraw from the partnership at any time for any reason. A withdrawing partner will be entitled to the amount of the partner's capital account. If a partner dies or becomes disabled: the business conducted by the partnership will continue, but the partnership will pay the estate of the deceased partner or the disabled partner for his or her share of the partnership. A partner leaving the partnership will be prohibited from competing against the partnership for a period of Six Months in an area within a(n) 100 miles mile radius of San Francisco Bay Area. DISTRIBUTION OF INCOME: Net income or net loss of the partnership will be allocated to the owners in proportion to their ownership of the partnership. ADVISORS: The following financial and professional advisor(s) will be providing services for the partnership: Accountant: Firm Name: Address: City, State, Zip: Telephone: Lawyer: Firm Name: Address: City, State, Zip: Telephone: James R. Palmer Law Offices of James D. Palmer 123 Main St. Mill Valley, CA 94941 (415) 443-1234 Ext._________________ Robert G. Lannister Lion Law Firm 1500 Market Street San Francisco, CA 94103 (415) 745-1830 Ext.150

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