Agreement to Admit New Partner

____________________, referred to herein as "PARTNERS" and ____________________, referred to as "NEW PARTNER" agree:

That are the sole general partners of the partnership, a limited partnership under the laws of the state of _______.

That are the sole limited partners of the partnership.

That shall be admitted as a new limited partner in this partnership upon the terms and conditions set forth herein.

NEW PARTNER shall on or before [Date] contribute $ (& no/100 dollars) in partnership capital, time being of the essence.

NEW PARTNER shall accede to all of the rights and obligations of a limited partner of the partnership upon making of the capital contribution.

It is agreed between the parties, that subject to any credits or debits in the ordinary course of business, that the capital accounts of the partners, shall, effective on the date when the NEW PARTNER contributes capital be as follows:

NEW PARTNER's relationship with the partnership shall be governed by the same terms as the partnership agreement dated [Date] subject to the adjustments in capital account and liability limitations set forth herein.

This is the entire agreement between the parties and this agreement may only be amended in writing.

Dated: _____________.