Canadian Partnership Dissolution Agreement

This Partnership Dissolution Agreement (the "Dissolution Agreement") is made and entered into on _ _ _ _ day of _ _ _ _ _ _ _ _, _ _ _ _ (Effective Date),

BETWEEN:

DESCRIPTION OF PARTNERSHIP

1. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ is a partnership with a business address of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. The Partners have continued _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, which is engaged in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

PARTNERSHIP AGREEMENT

2. The Partners entered into the Partnership and have continued in partnership under the provisions of a written agreement dated _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (Partnership Agreement), a copy of which is attached herewith as Exhibit A and incorporated by reference into this Agreement.

INTENTION TO DISSOLVE

3. The Partners now intend to dissolve the Partnership and liquidate its affairs pursuant to a plan by which the Partners sell all of the assets of the Partnership and distribute to the Partners any proceeds remaining after the payment of all liabilities of the Partnership.

DISSOLUTION

4. In accordance with this agreement and the terms of the Partnership Agreement, the partners hereby agree that effective as of _ _ _ _ _ _ _ _ _ _ _ _ _ _ (the "Dissolution Date"), the Partnership shall dissolve in accordance with section(s) _ _ _ _ _ _ _ _ _ _ _ _ _ _ of the Partnership Agreement.

5. The Partners agree to publish notice of dissolution at least once in a newspaper of general circulation in all counties in _ _ _ _ _ _ _ _ _ _ _ _ _ _ where the Partnership has regularly conducted business.

TERMINATION OF BUSINESS

6. Except for the purpose of carrying out the winding-up and liquidation of the business of the Partnership, no Partner shall transact any further business nor incur any further obligations on behalf of the Partnership after the date of this Agreement.




7. LIQUIDATION PARTNER

   ACCOUNTING

   1. Immediately following the dissolution of the Partnership, the Partners shall cause an accounting to be made by _ _ _ _ _ _ _ _ _ _ _ _ _ _ of all of the assets, liabilities, and net worth of the Partnership as of the effective date of the dissolution.

   DISCLOSURE

   2. Except as disclosed in the books and records of the Partnership, each of the Partners represents and warrants that no Partner has previously contracted any liability that can or may be charged to the Partnership or any other Partner, nor has any Partner received or discharged any of the credits, moneys, or effects of the Partnership.

   SETTLING ACCOUNTS

   3. On completion of the accounting, the Partners shall pay all of the liabilities of the Partnership, including those owing to the Partners other than for capital or profits, in accordance with the Partnership Act. All amounts remaining after payment of the above liabilities shall be distributed as follows: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

   APPOINTMENT OF LIQUIDATING PARTNER

   4. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ is appointed as the liquidating Partner to carry out the terms and conditions of this Agreement.

   INSPECTION OF BOOKS AND RECORDS

   5. All other Partners shall have the right, directly or through his or her representative, at all reasonable times, to examine the books and pertinent records of the Partnership to establish and enforce his or her rights under this Agreement.

MISCELLANEOUS PROVISIONS
8. The Partners covenant and agree that they will execute any other instruments and documents that are or may become necessary or convenient to carry out this Agreement.

9. Any and all changes to this Agreement must be in writing and signed by all Partners.

10. The headings used in this Agreement are used for administrative purposes only and are not to be considered in construing the terms of this Agreement.

11. This Agreement shall be binding on, and inure to the benefit of, the Partners and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

12. This Agreement shall not be strictly construed against either Partner.

13. If any provision in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in this Agreement.

14. This Agreement may be executed in any number of counterparts and each of the counterparts shall for all purposes be deemed to be an original.

15. This Agreement supersedes any prior understandings or written or oral agreements between the Partners respecting the subject matter of this Agreement, including the Partnership Agreement, to the extent that the understanding or agreement conflicts with any provision contained in this Agreement.

16. The representations and warranties set forth in this Agreement shall be continuous and shall survive the taking of any accounting and the dissolution and winding-up of the Partnership as contemplated by this Agreement.

17. This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta.