12. MISCELLANEOUS

General Partner as the Limited Partner’s attorney-in-fact, with full power of substitution, with power and authority to act in his or its name and on his or its behalf to execute, acknowledge and swear to in the execution, acknowledgment, and filing of documents, which shall include, by way of illustration, but not of limitation, the following:

(a) This Agreement, any separate certificates of limited partnership, as well as any amendments to the foregoing which, under the laws of the State of Delaware or the laws of any other state, are required to be executed or filed or which the General Partner shall deem to be advisable to execute or file;

(b) Any other instrument or document which may be required to be filed by the Partnership under the laws of any state or by any governmental agency, or which the General Partner shall deem advisable to file;

(c) Any instrument or document which may be required to effect the continuation of the Partnership, the admission of additional or substituted Limited Partners, or the dissolution and termination of the Partnership (provided the continuation, admission or dissolution and termination are in accordance with the terms of this Agreement) or to reflect any reduction in amount of Capital Contributions of Partners; and

(d) Any other documents deemed by the General Partner to be necessary for the business of the Partnership.

The General Partner shall promptly furnish to the Limited Partners a copy of any amendment to this Agreement executed by the General Partner pursuant to a power of attorney from the Limited Partners.

11.2 SPECIAL

Limited Partner:

PROVISIONS.

The special power of attorney granted by each

(a) Is a special power of attorney coupled with an interest; is irrevocable; shall survive the death or incapacity of the granting Limited Partner; and is limited to the matters set forth herein; and

(b) May be exercised by the General Partner acting for the Limited Partner by a facsimile signature of the General Partner, or by listing all of the Limited Partners executing any instrument with a signature of the General Partner acting as an attorney-in-fact for all of them.

12. Miscellaneous

12.1 COUNTERPARTS. This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all of the Partners, notwithstanding that all of the Partners are not signatory to the original or the same counterpart.

12.2 BINDING ON SUCCESSORS. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Partners.

12.3 SEVERABILITY. If any sentence or paragraph of this Agreement is declared by a court of competent jurisdiction to be void, the sentence or paragraph shall be deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in effect.

12.4 NOTICES. All notices under this Agreement shall be in writing and shall be given to the person entitled thereto, by personal service, or by mail, posted to the address maintained by the Partnership for that person or at any other address that he specifies in writing. The names, addresses and Capital Contributions of the Limited Partners shall be maintained at the principal place of business of the Partnership.

12.5 CAPTIONS. Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenient reference. The titles and captions in no way define, limit, extend, or describe the scope of this Agreement nor the intent of any provision hereof.

12.6 GENDER. Whenever required by the context, the masculine gender shall include the feminine and neuter genders, and vice versa; and the word “person” shall include a corporation, partnership, limited liability company, firm, or other form of association; the singular shall include the plural, and vice versa.

12.7 CHOICE OF LAW. This Agreement shall be construed under the laws of the State of __________________ as if this Agreement were executed in and to be performed entirely within __________________ and as if all the Partners reside in __________________.

12.8 ENTIRE AGREEMENT. This Agreement contains the entire understanding among the Partners and supersedes any prior written or oral agreements between them respecting the subject matter contained herein. There are no representations, agreements, arrangements or understandings, oral or written, between and among the Partners relating to the subject matter of this Agreement that are not fully expressed herein.

(SIGNATURE PAGE TO FOLLOW)

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date

first above written.

GENERAL PARTNER

SIGNED AND DELIVERED by the General Partner in the presence of

________________________________ Witness The COMMON SEAL of

OFFSHORE TRUSTEE

was hereuntoaffixed by its Authorized Representative in the presence of Witness SIGNED AND DELIVERED by the United States Co-Trustee in the presence of Witness

________________________________

LIMITED PARTNER

________________________________

________________________________

NAME OF GENERAL PARTNER

ASSET PROTECTION TRUST

By its Trustee

________________________________

OFFSHORE TRUSTEE INC.

________________________________ NAME OF US CO-TRUSTEE

EXHIBIT A

$100.00