Assignment of limited partner's interest

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					                                      Assignment of limited partner's interest.

    For value received, I, the undersigned, of _________, by this instrument assign to _________, of _________, the
whole of my interest in the limited partnership of _________, conducting business under a partnership agreement
dated _________. Effective upon the signing of this instrument the assignee shall be entitled to receive the share of the
profits or other compensation by way of income to which I would otherwise be entitled, and to the return of my con-
tribution to the capital of the partnership. In the event that all the other members of the partnership consent to it, the
assignee shall be entitled to all the rights which I, as a limited partner, had in the partnership.

Dated _________.                                                                                                 [Signature]

   [Acknowledgment]