Agreement by wuzhenguang

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									Memorandum

To:               Prospective Limited Partner(s)

From:             Joseph T Nemeth
                  Global Profit Associates
                  joseph.nemeth@gpa-forex.com


Date:             October 15th, 2006



Subject:          Limited Partnership Agreement
______________________________________________________________________________________________

Attached to this memorandum is our Limited Partnership Agreement. Although the Agreement is fairly simple, feel
free to call me or email me with any questions you may have.


NOTICE: We wish we could provide an agreement that was tailored exactly to your specific personal needs. While
this is not always possible, we feel that we've come very close and that this document should provide you with the head
start that you need to get your deal moving. Nevertheless, we must make this disclaimer:


This agreement does not constitute legal advice. Although every effort has been made for this agreement to comply
with all local, state, national, as well as international law governing the subject matter hereto, we strongly urge to seek
professional and competent counsel before proceeding with this agreement.

______________________________________________________________________________________________




Bank Contact:

Name of Account Holder:                        Global Profit Associates
Name of Bank:                                  Wells Fargo Bank
Bank Address:                                  420 Montgomery Street
                                               San Francisco, CA USA

SWIFT CODE:                                    WFBIUS6S
Account Number:                                7502038016

(Bank Transit (ABA) Number:                    121000248)




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                             Limited Partnership Agreement


       This Limited Partnership Agreement ("Agreement") is entered into as of the
_________________ (insert Month, Day, Year) between ________________________________
(insert names of the limited partners), a _________________________ (insert State of
organization or residence) _____________________ (Corporation / Partnership / Sole
Proprietorship / Resident), with its principal place of business / residing at
_______________________________________________ (insert address), (hereinafter the
"Limited Partners") and Global Profit Associates, an Arizona, USA company with its principal
address at 9393 N. 90th Street, Suite 102-344, Phoenix, Arizona 85258, USA (hereinafter the
"General Partner").

       In consideration of the mutual promises made and for other good and valuable
consideration, the parties agree as follows:

1.     Definitions
       For purposes of this Agreement, the following terms will have the indicated definitions:

       "Affiliate." Any person, corporation, partnership, trust, or other entity in which a Partner
       has, directly or indirectly, at least a 10% (ten percent) equity interest.

       "Agreement." This Limited Partnership Agreement by and between the Limited
       Partners and the General Partner.

       "Bankruptcy." A bankruptcy will be deemed to occur when any Partner files a petition
       in bankruptcy, voluntarily takes any advantage of any bankruptcy or insolvency law, is
       adjudicated a bankrupt, or, if a petition or an answer is filed proposing the adjudication of
       the Partner as a bankrupt, he consents to the filing or does not object within 60 days of the
       filing, unless the petition or answer was discharged or denied prior. "Bankruptcy" includes
       chapter proceedings under the federal bankruptcy or receivership laws and any comparable
       proceedings under state law, or any compromise, settlement, composition, workout, or
       similar arrangement with creditors, whether or not court supervised.

       "Capital." Initial equity capital, additional and re-contributed capital, and receipts from
       the sale, exchange, or other disposition of Partnership property out of the ordinary course of
       business and any proceeds of financing and refinancing.

       "Incapacity." An adjudication of insanity or incompetence.



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      "Loss." The Partnership's loss arising from the ordinary day-to-day operation of the
      Partnership's business.


      "Net cash receipts." All receipts of the Partnership net of the items listed in Section
      12.1 and distributed to the Partners.

      "Partners." General Partner and all of the Limited Partners, unless preceded by
      "General" or "Limited".

      "Partnership." This Limited Partnership.

      "Percentage Participation." The interest of a Partner in the capital, profit or loss, and
      net cash receipts of the Partnership.

      "Profit." Net operating receipts derived from the operation of the business, capital gains,
      sales in the ordinary course of business, and receipts from related services and facilities.


Agreement
2.    Formation. This Limited Partnership is formed pursuant to the laws of the State of
      Arizona, USA.

3.    Name. The name of the Partnership is “GLOBAL PROFIT PARTNERS – 1-9999.” The
      Partnership may conduct its business under any other names that the General Partner
      selects.

4.    Purposes. The purposes of the Partnership are growth of the Partnership’s capital in the
      Foreign Exchange (hereinafter “Forex”) market and other capital markets, and to carry out
      the activities that are essential, advisable, or appropriate in connection with, or incidental
      to, such business.

5.    Principal Business Address. The principal business address of the Partnership will be
      9393 N. 90th Street, Suite 102-344, Phoenix, Arizona 85258, USA, or any other place
      designated by the General Partner.

6.    Term and Termination. The term of the Partnership will begin on the first day of the
      month following the month of the signing of this Agreement and end on the last day of the
      month 60 calendar months thereafter, unless terminated by one of the following acts of
      dissolution prior to that date:

6.1   The withdrawal, liquidation, retirement, death, insanity, bankruptcy, or expulsion
      of the General Partner; or

6.2   Any of the Partners' vote for early termination of this Partnership. However, early



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       termination can only occur after the first anniversary of this Partnership Agreement. In the
       event of an early termination of this Agreement, the Limited partner(s)’ share of capital will
       be that as of the last anniversary of this Agreement, specified in Section 8.1.

7.     Capital Contributions

7.1    The General Partner will contribute equity capital as follows:

       General Partner:
       Global Profit Associates:     $ 25,000.00 (computer software)
                                     $ 25,000.00 (computer hardware)
                                     $ 250,000.00 (business know-how)
                              Total: $ 300,000.00 (three hundred thousand dollars)

7.2    The initial equity capital contributions by the Limited Partners will be made in cash as
       follows:

       Limited Partner(s):

              _____________________ (Enter Name)             $______________

              _____________________ (Enter Name)             $______________

                                                      Total: $______________


8.     Allocation of Profits and Voting Rights

       The percentage of the participation of the Partners in profit and net cash receipts is set
       forth below:

8.1    All income or capital gains will be allocated to the Limited Partner(s) as follows:

       8.1.1. If the capital contribution of the Limited Partner(s) is $1,000.00 to $4,800.00 (one
              thousand to four thousand eight hundred dollars):



Early termination   Early termination    Early termination Early termination
                                                                                     After the 5th
   after the 1st       after the 2nd        after the 3rd     after the 4th
                                                                                   anniversary (end)
 anniversary of      anniversary of       anniversary of    anniversary of
                                                                                   of this agreement
 this agreement      this agreement       this agreement    this agreement

110% of Capital     130% of Capital      160% of Capital      200% of Capital      300% of Capital
  Contribution        Contribution         Contribution         Contribution         Contribution
(10% net gain)      (30% net gain)       (60% net gain)       (100% net gain)      (200% net gain)



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       8.1.2. If the capital contribution of the Limited Partner(s) is $5,000.00 to $24,500.00 (five
              thousand to twenty four thousand five hundred dollars):

Early termination     Early termination       Early termination Early termination
                                                                                          After the 5th
   after the 1st         after the 2nd           after the 3rd     after the 4th
                                                                                        anniversary (end)
 anniversary of        anniversary of          anniversary of    anniversary of
                                                                                        of this agreement
 this agreement        this agreement          this agreement    this agreement

115% of Capital       140% of Capital          180% of Capital        250% of Capital   400% of Capital
  Contribution          Contribution             Contribution           Contribution      Contribution
(15% net gain)        (40% net gain)           (80% net gain)         (150% net gain)   (300% net gain)



       8.1.3. If the capital contribution of the Limited Partner(s) is $25,000.00 (twenty five
              thousand dollars) or more:

Early termination     Early termination       Early termination Early termination
                                                                                          After the 5th
   after the 1st         after the 2nd           after the 3rd     after the 4th
                                                                                        anniversary (end)
 anniversary of        anniversary of          anniversary of    anniversary of
                                                                                        of this agreement
 this agreement        this agreement          this agreement    this agreement

120% of Capital       150% of Capital         200% of Capital         300% of Capital   500% of Capital
  Contribution          Contribution            Contribution            Contribution      Contribution
(20% net gain)        (50% net gain)          (100% net gain)         (200% net gain)   (400% net gain)



8.2    Whenever the Partners vote, the following percentage participation's will apply:

       Partner                             Percentage Participation
       General Partner:                    50% (fifty percent)
       Limited Partners:                   50% (fifty percent)
       ------------------------------------------------------------------------
                                           Total 100%


9.     Powers of General Partner

9.1    The General Partner will possess all of the general powers and rights of a General Partner
       under the partnership law prevalent in the State of Arizona, USA, including the power, in
       the General Partner's absolute discretion and on behalf of the Partnership, to:

       9.1.1    Manage the Partnership’s capital and finances;


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       9.1.2   Borrow money for the Partnership;
       9.1.3   Set aside Partnership capital or other funds for payment of any liabilities of the
               Partnership;
       9.1.4   Select and open Partnership bank accounts;
       9.1.5   Keep books of account at the Partnership's principal place of business or at any
               other place designated by the General Partner.
       9.1.6   Oversee the Partnership's accountants who will prepare annual financial reports.
               The General Partner will promptly deliver to the Partners reports of operations.
       9.1.7   Execute, acknowledge, and deliver any and all instruments to effectuate any of the
               foregoing powers.

9.2    The General Partner will not do any of the following without written notice from all the
       Partners:

               the sale, exchange, or other transfer of assets, or the financing other than the initial
               financing or refinancing of Partnership properties, or the long-term leasing of
               Partnership property by the Partnership, but only when such action is related to the
               business operations of the Partnership, which is the subject matter of this
               Agreement.

9.3    Each Limited Partner irrevocably appoints the General Partner his true and lawful attorney
       to make, execute, acknowledge, and file in his name, place, and stead:

       9.3.1   A Certificate of Limited Partnership under applicable laws;
       9.3.2   Any certificate or other instrument, including registrations or filings concerning the
               use of fictitious names and filings under the federal and state Securities Acts that
               may be required;
       9.3.3   Documents required to effectuate the dissolution and termination of the Partnership;
               and
       9.3.4   Amendments and modifications of the instruments described above.


10.    Services of General Partner

10.1   The General Partner will devote whatever time and effort may be necessary or appropriate
       to the business and affairs of the Partnership. Except as provided in the next section and
       except as to distribution made to him as a Partner, the General Partner will receive no
       compensation for his services.

10.2   The General Partner is authorized to manage the Partnership's capital. When dealing with
       any other person or entity in which the General Partner has a financial interest, the General
       Partner is required to deal with that party upon terms equal to, or better than, those
       obtainable in the marketplace from unrelated parties.

10.3   The General Partner expressly acknowledges that the attorney, the accountant, and other
       professional advisors for the Partnership will represent the Partnership and all Partners, and
       expressly waives any claim of privilege or defense founded on any alleged


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       professional-client relationship based upon the fact that the General Partner engaged them
       for this Partnership.

11.    Limitations of Limited Partners. No Limited Partner as a Partner will take any part in the
       conduct of the business or control of the assets or have any right or authority to act for or
       bind the Partnership. A Limited Partner will not become liable as a General Partner nor will
       he be liable to creditors of the Partnership. No interest will be due, paid, or payable on
       capital contributions.


12.    Disbursements and Distributions

12.1   The capital gains, cash receipts from operations, profits and income items from purchases,
       sales, exchanges, roll-overs of Partnership’s capital that are earned or received by the
       Partnership will be disbursed and distributed as follows:

       12.1.1 On behalf of the Partnership, in payment or as reserves for all expenses, charges,
              and costs and for all indebtedness in accordance with the provisions and terms in
              this Agreement.

       12.1.2 All cash receipts not required for the payments or reserves provided for in
              Section 12.1.1 will be disbursed by the General Partner to the Partners as soon as
              they are available to the Partnership. These net available cash receipts will be
              distributed to the Limited Partners according to the schedule specified in Section
              8.1. at such time as each partner makes an official individual “request of cash
              withdrawal” by mail or electronic mail (email), but not earlier than after the first
              anniversary of this Agreement. Any profits expressly not requested for withdrawal
              by individual partners will remain as part of Partnership’s capital until its eventual
              withdrawal or until the end or termination of this Agreement.


13.    Transfer of Partnership Interests. Limited Partners may assign or transfer their interest
       only with an express written consent of the General Partner. An "assignment or other
       transfer" for this purpose includes: a sale, exchange, assignment, and subjection to a
       security interest. In the case of voluntary withdrawal from the Partnership by the Limited
       Partners, the Limited Partners will excise their option under Section 6.2 above, in which
       event both the Partnership and this Agreement will terminate..


14.    Termination of Partnership

14.1   The termination of Partnership will occur upon the death, incapacity, bankruptcy,
       expulsion, or withdrawal of one of the Partners or the assignment or transfer of his interest
       in the Partnership as provided in Section 13, or in the event of early termination as specified
       in Section 6.2.

       14.1.1 Expulsion of the General Partner. Upon the affirmative vote of the Partners


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               holding title to 50% (fifty percent) of the percentage participation's in the
               Partnership, as allocated in Section 8.2, the General Partner may be expelled from
               the Partnership for misconduct or gross negligence in the affairs of the Partnership.


15.    Other Interests of a Partner. Any Partner may engage or possess interests in other
       business ventures of every nature and description, independently or with others. Neither
       the Partnership nor any Partner will have any right to any independent ventures of any other
       Partner, or to the income or profits derived from them. Any dealings between the
       Partnership and the General Partner or any of its affiliates will be conducted by the General
       Partner upon the terms and in a manner that will be fair and reasonable to the interests of the
       Partnership and the Limited Partners.


16.    Dissolution of Partnership

16.1   Upon the dissolution of the Partnership, the General Partner will cancel the Certificate of
       Limited Partnership, liquidate the Partnership's assets, and apply and distribute the net
       proceeds of the liquidation in accordance with Section 12. The General Partner will have
       no discretion as to retention's beyond the reserve necessary to satisfy known or ascertained
       contingent liabilities.


16.2   If, on the dissolution of the Partnership, the General Partner determines that an immediate
       sale of part or all of the Partnership assets would cause undue loss to the Partners, he may
       defer the liquidation of those assets not necessary to satisfy the liabilities of the Partnership
       or he may distribute to the Partners, as tenants in common and in accordance with Section
       12, including the recognition of the priority net cash receipts, if not already paid, and the
       restoration of negative capital, an undivided interest in any Partnership assets in lieu of
       cash, liquidating only assets that are necessary to satisfy Partnership liabilities.


17.    Responsibility of General Partner

17.1   The General Partner will be personally responsible to the Partners for the return of capital
       contributions, the repayment of any loans or advances to the Partnership by the Limited
       Partners, or the payment of interest as well as the distribution of the profits and the capital
       gains to the Limited Partners as set forth in the Section 8.1.

17.2   The General Partner will be personally responsible for regular annual updates to all
       Partners as to the financial affairs of the Partnership, including information regarding all of
       the Partnership’s profits and losses. Such updates will be provided by email or an internet
       website, created specifically for this purpose.

17.3   The General Partner will not be liable to any Partner for any act, omission, or decision that
       did not constitute a breach of this Agreement or that was in good faith and without intent to
       defraud. The General Partner will be held harmless against loss, damages, or liability as a


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       General Partner only to the extent that the assets are not applied to the creditors of the
       Partnership.


18.    Waiver, Amendment, Modification. No waiver, amendment or modification, including
       those by custom, usage of trade, or course of dealing, of any provision of this Agreement
       will be effective unless in writing and signed by the General Partner and the Limited
       Partners. No waiver by any party of any default in performance by the other party under
       this Agreement or of any breach or series of breaches by the other party of any of the terms
       or conditions of this Agreement will constitute a waiver of any subsequent default in
       performance under this Agreement or any subsequent breach of any terms or conditions of
       that Agreement. Performance of any obligation required of a party under this Agreement
       may be waived only by a written waiver signed by a duly authorized officer of the other
       party, that waiver will be effective only with respect to the specific obligation described in
       that waiver.


19.    Settlement of Disputes

19.1   Each party acknowledges and agrees that, if there is any breach of this Agreement,
       including, without limitation, unauthorized use or disclosure of Confidential Information or
       other information of the other party, the non-breaching party will suffer irreparable injury
       that cannot be compensated by money damages and therefore will not have an adequate
       remedy at law. Accordingly, if either party institutes an action or proceeding to enforce the
       provisions of this Agreement, such party will be entitled to obtain such injunctive relief,
       specific performance, or other equitable remedy from a court of competent jurisdiction as
       may be necessary or appropriate to prevent or curtail any such breach, threatened or actual.
       These will be in addition to and without prejudice to such other rights as such party may
       have in law or in equity.

19.2   Any dispute, controversy, or claim arising out of or related to this Agreement, or the
       creation, validity, interpretation, breach, or termination of this Agreement will be referred
       to mediation before, and as a condition precedent to, the initiation of any adjudicative
       action or proceeding, including arbitration. The mediation will be held in Phoenix,
       Arizona, USA. Either party may demand mediation in writing, serving on the other party a
       statement of the dispute, controversy, or claim, and the facts relating to it, in reasonable
       detail. Furthermore, if within thirty (30) days after such demand, the parties have not
       agreed upon a mediator and commenced mediation, the matter will be referred to arbitration
       under Section 19.3. Furthermore, if, within forty-five (45) days after such demand the
       matter has not been resolved to the satisfaction of both parties, then the matter will be
       referred to arbitration under Section 19.3.


19.3   Any dispute, controversy, or claim arising out of or related to this Agreement, or the
       creation, validity, interpretation, breach, or termination of this Agreement that has not been
       resolved amicably among the parties by mediation under Section 19.2 will be submitted to
       binding arbitration using the following procedure:


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      19.3.1 The arbitration will be held in Phoenix, Arizona, USA, before a panel of three
             arbitrators. Either party may demand arbitration in writing, serving on the other
             party a statement of the dispute, controversy, or claim, and the facts relating to it, in
             reasonable detail, and the arbitrator nominated by that party.

      19.3.2 Within thirty (30) days after such demand, the other party will name its arbitrator,
             and the two arbitrators named by the parties will, within thirty (30) days, select a
             third arbitrator.

      19.3.3 The arbitration will be governed by the Commercial Arbitration Rules of the
             American Arbitration Association (the "AAA"), except as expressly provided in
             this Agreement. The arbitration will be administered by the AAA. The arbitrators
             may not amend or disregard any provision of this section.

      19.3.4 The expenses of arbitration will be borne by the party against whom the decision is
             rendered, or apportioned in accordance with the decision of the arbitrators if there is
             a compromise decision. Judgment upon any award may be entered in any court of
             competent jurisdiction. All notices from one party to the other relating to any
             arbitration under this Agreement will be in writing and will be effective if given in
             accordance with Section 23 below.


20.   Governing Law and Construction. This Agreement will be governed by the laws of the
      State of Arizona, USA, applicable to agreements made and fully performed in the State of
      Arizona, USA by Arizona residents. Arbitration and any disputes not determined by
      arbitrators will be heard in the appropriate general and state courts in Maricopa County,
      State of Arizona, USA. The substantial prevailing party in any suit will be entitled to
      reimbursement of reasonable costs and fees from the other party to such action.


21.   Entire Agreement. The parties acknowledge that this Agreement expresses their entire
      understanding and agreement, and that there have been no warranties, representations,
      covenants or understandings made by either party to the other except such as are expressly
      set forth in this section. The parties further acknowledge that this Agreement supersedes,
      terminates and otherwise renders null and void any and all prior agreements or contracts,
      whether written or oral, entered into between the General Partner and the Limited Partners
      with respect to the matters expressly set forth in this Agreement.


22.   Compliance With Law. Both parties agree to comply with all applicable federal, state,
      and local laws and regulations in performing their duties.


23.   Notices. All notices, demands or consents required or permitted under this Agreement will
      be in writing and will be delivered, mailed certified return receipt requested to the Partners


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       at the addresses set forth above in this Agreement, as amended from time to time. Any
       notice required or permitted to be given by the provisions of this Agreement will be
       conclusively deemed to have been received on the day it is delivered to that party by U.S.
       Mail with acknowledgment of receipt or by any commercial courier providing equivalent
       acknowledgment of receipt.


24.    Benefits. Except as otherwise specifically provided, this Agreement will be binding upon
       and inure to the benefit of the parties hereto and their personal representatives and assigns.


        Captions and section headings used in this Agreement are for convenience only and are not
a part of this Agreement and will not be used in construing it.


       We have carefully reviewed this contract and agree to and accept its terms and conditions.
We are executing this Agreement as of the day and year first written above.




______________________________________________
Global Profit Associates
General Partner




______________________________________________
(Name of Limited Partners)




______________________________________________
Signature of Limited Partners




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