PARTNERSHIP AGREEMENT

         THIS AGREEMENT is made on September 19, 2001, by and between Frank Burke (Partner 1 – 30 .5%)
and Mark Grant (Partner 2 – 30.5%) and Jerry McComber (Partner 3 – 4%) and Darrell Brown (Partner 4 – 2%) and
Jon Beach (Partner 5 – 3%) and Investor (Partner 6 – 30%), referred to as Partners on the terms and conditions
hereinafter set forth.

        1.   Partnership - Type of Business. The Partners shall associate to form a General Partnership for
             the purpose of operating an Asphalt Paving business location at to be discussed by partners.

        2.   Partnership Name. The Partnership name shall be All Counties Paving Contractors.

        3.   Partnership Term. The Partnership shall commence on or about January 1, 2002 and shall continue
             until dissolved by agreement of the Partners or terminated under the provisions of this Agreement.

        4.   Place of Business. The Partnership's principal place of business shall be any place or places of
             business agreed upon by the Partners.

        5.   Initial Capital. The Partnership's initial capital shall be $ 400,000. Each Partner shall contribute
             toward the initial capital by providing the following:

             Frank Burke                     shall contribute a client base in excess of 1 million dollars
                                             of business per year.
             Mark Grant                      shall contribute a client base in excess of 1 million dollars
                                             of business per year.
             Jerry McComber                  shall contribute a strong back ground in Administration
                                             and Production coordination and business contacts.
             Darrell Brown                   shall contribute $26,666.68. All Counties Paving Contractors
                                             shall pay Darrell Brown $15,016.68 for the use of his Contractors
                                             license for a period of one year.
             Jon Beach                       shall contribute $40,000.02
             Investors                       shall contribute $400,000.00

             Upon the execution of this agreement, Partners 1 & 2 agree to compensate Partner 3 a 10%
             commission upon funding of any and all financial investors that Partner 3 culminates. $5,000 of the
             $40,000 commissions will stay with-in the company. Partners 1 & 3 agree to compensate Partner 2,
             outside the partnership, upon funding and from financial backing, up to $5,000.00 for services
             rendered in the building of the business plan and development time.

             Upon the execution of this partnership agreement Partner 1 agrees to release $2,500.00 to Partner 3
             for execution and documentation of venture capitol partner’s agreement (in the event capitol funding is
             not achieved, Partner 1 will receive a $2,500 refund from venture capitol). Partners 2 & 3 agree to
             compensate Partner 1 upon initial funding a check in the amount of $2,500 for the above-mentioned

        6.   Capital Withdrawals. No Partner shall withdraw any portion of the Partnership capital without the
             other Partner's express consent.

        7.   Calendar Year. The Partnership elects a calendar year.

        8.   Bank Accounts. A bank account, in the name of the Partnership shall be opened at a bank agreed
             upon by Partners 1 & 2. All checks shall require two Partners signatures.

        9.   Books of Account. Books of account of the transactions of the Partnership shall be kept at the
             principal place of business, or such other designation agreed upon by the Partners, and shall be at all
             times open to the inspection of each Partner. Each Partner shall cause to be entered on the books a just
             and true account of all his dealings, receipts, and expenditures for or on account of the Partnership.
10. Profits and Losses. Each of the Partners shall share in the profits and losses of the business on the
    following basis:

    Frank Burke                                                           30.50%
    Mark Grant                                                            30.50%
    Jerry McComber                                                         4.00%
    Darrell Brown                                                           2.00%
    Jon Beach                                                               3.00%
    Investor                                                              30.00%

11. Time Devoted to Partnership. Each Partner shall devote the following time to the Partnership
    Partner 1 shall contribute 100% of his time to the partnership business as President.
    Partner 2 shall contribute 100% of his time to the partnership business as VP of Sales and Marketing.
    Partner 3 shall contribute 100% of his time to the partnership business as VP of Production and
    Partner 4 shall contribute 0% of his time to the partnership business, unless requested for consulting
    during and after development.
    Partner 5 shall contribute 0% of his time to the partnership business, unless requested for consulting
    during and after development.
    Partner 6 shall contribute 0% of his time to the partnership business.

    Partners’ 1,2 &3 shall obtain said position for a period of no less than 5 years. In the event any
    partner falls short of meeting the above requirements, a unanimous discussion by all partners
    will be needed to change the position of partner in question. Partners 1,2 &3 will carry the same
    salary for the 5 years, as long as they meet their required commitment. Year one will be
    $72,000.00; year 2-5 will be $100,000.00. In the event a partner does not commit to the above, all
    partners will meet to discuss a revised salary.

12. Management and Authority. Each Partner shall have an equal right in relationship (to the amount of
    ownership) in the management of the Partnership. None of the Partners has the authority to bind the
    Partnership in making contracts and incurring obligations in the Partnership name or on its credit
    without the consent of the other Partners.

13. Net Profits Defined. The term "net profits", as used in this Agreement, shall mean the Partnership net
    profits as determined by generally accepted accounting principles for each accounting period specified
    in this Agreement.

14. Buy and Sell on Partner's Death. If the Partnership is dissolved by the death of any Partner, the
    remaining Partner shall have up to 120 days from the date of death in which to purchase the deceased
    Partner's partnership interest. The purchase price for the deceased Partner's interest shall be
    determined as provided for in this Agreement. The liability of the deceased Partner's estate for
    Partnership obligations incurred during the period of continuation shall be limited to the amount that
    the deceased Partner had invested or involved with the Partnership at the time of death and that is
    includable in the deceased Partner's estate. The deceased Partner's estate shall be entitled, at the
    election of the personal representative, to either their share of the Partnership profits earned during the
    period of continuation or to interest at eight per cent (8%) per annum for the Partnership's use of the
    deceased Partner's interest during the period of continuation.
15. Duties of Purchasing Partner. On any purchase and sale made pursuant to this Agreement, the
    remaining Partner shall assume all Partnership obligations. The remaining Partner shall hold the
    deceased Partner's estate and personal representative, as well as any property belonging to a deceased
    Partner, free and harmless from all liability for Partnership obligations.

16. Dissolution. The Partners may agree to dissolve the Partnership for any reason. On dissolution of the
    Partnership, the Partnership affairs shall be wound up, the Partnership assets liquidated or distributed
    equally between the Partners, its debts paid, and the surplus divided among the Partners according to
    their then net worths in the Partnership business.

17. Notices. All notices between the Partners shall be in writing and shall be deemed served when
    personally delivered to a Partner, or when deposited in the United States mail, certified, first-class
    postage prepaid, addressed to a Partner at the Partnership's principal place of business or to such other
    place as specified by such Partner.

18. Consents and Agreements. All consents and agreements provided for or permitted by this Agreement
    shall be in writing. Signed copies of all consents and agreements pertaining to the Partnership shall be
    kept with the Partnership books.

19. Goodwill. On all accountings provided for in this Agreement, the goodwill of the Partnership business
    shall be valued at one dollar ($1) and no more.

20. Sole Agreement. This instrument contains the Partners' sole agreement relating to their Partnership.
    It correctly sets out the Partners' rights and obligations. Any prior agreements, promises, negotiations,
    or representations not expressly set forth in this instrument have no force or effect.

         Executed _________________, 20 _____ at ________________________________

                                                       Frank Burke

          Executed ________________, 20 ______ at ________________________________

                                                       Mark Grant

          Executed ________________, 20 ______ at ________________________________

                                                       Jerry McComber

          Executed ________________, 20 ______ at ________________________________

                                                       Darrell Brown

          Executed ________________, 20 ______ at ________________________________

                                                       Jon Beach

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