Partnership Agreement Exhibits by xlh12119

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									                            SUBSCRIPTION PROCEDURE


Each prospective Limited Partner must complete and deliver to the General Partner or Fund
Administrator a complete Subscription Application, which includes all of the following:

a. An originally executed Limited Partnership Agreement (attached as Exhibit A to this
    Memorandum);
b. An originally executed Subscription Application and Agreement and Limited Power of
    Attorney (attached to this Memorandum as Exhibit B);
c. A completed and executed Confidential Purchaser Questionnaire or Purchaser
    Representative Questionnaire (attached as Exhibit C to this Memorandum), as
    appropriate;
d. An executed Acknowledgement of Receipt of Confidential Private Placement
    Memorandum (attached as Exhibit D to this Memorandum);
e. A check made payable to “Zenith Resources II, LP” or a wire transfer to the Fund’s
    account at Wells Fargo Bank NV located in San Francisco, California. Please refer to
    wiring instructions below.

                                    Fund Administrator

                                   Fund Dynamics, LLC
                                   141 W. Jackson Blvd.
                                       Suite 1340A
                                  Chicago, Illinois, 60604.

         Telephone number (312) 261-4432              Fax number (312) 261-4427.

                                    Wiring Instructions

                   Beneficiary Name: ZENITH RESOURCES II, LP

                        Beneficiary Account Number: 2603514882

                                    Currency Code: USD

                         Beneficiary Bank: Wells Fargo Bank NV
                           Location: San Francisco, California
                              Bank SWIFT ID: WFBIUS6S
                                ABA Number: 121000248

The General Partner may, in its sole discretion, reject any Subscription Application for any reason.




                                   Zenith Resources II, LP
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                                                                                               EXHIBIT A

                                      ZENITH RESOURCES II, LP

                    THIRD AMENDED LIMITED PARTNERSHIP AGREEMENT

        THIS THIRD AMENDED LIMITED PARTNERSHIP AGREEMENT (“Agreement”) made and
entered into this _________ day of ____________________, ________, by and between Zenith Resources,
Inc. ("General Partner"), a Texas corporation, and other parties who shall execute this agreement, whether in
counterpart, by separate instrument or otherwise, as Limited Partners (who are hereinafter referred to as
"Limited Partners").

                                           WITNESSETH

WHEREAS, the parties hereto desire to form a Partnership for the purpose of engaging in investing in
commodity futures contracts and options on commodity futures contracts.

NOW, THEREFORE, the parties hereto agree as follows:

1.      Formation, Name and Appointment of the General Partner.

         The parties hereto hereby form a Partnership. The name of the Partnership is Zenith Resources II,
LP (the "Partnership"). By executing this Agreement, each Limited Partner hereby appoints, designates,
elects, approves of and consents to Zenith Resources, Inc. as the General Partner of the Partnership. The
General Partner has executed and filed with the Texas Secretary of State the Certificate of Formation and
shall execute, file, record and publish as appropriate such amendments, assumed name certificates and other
documents as necessary or advisable as determined by the General Partner. Each Limited Partner agrees to
furnish the General Partner with a limited power of attorney which may be filed with the Certificate of
Formation and any amendments thereto and such additional information as is required to complete such
documents and shall execute and cooperate in the filing, recording or publishing of such documents at the
request of the General Partner.

2.      Principal Office.

        The principal office of the Partnership shall be at 128 South Main Street, Godley, Texas 76044, or
such other place as the General Partner may designate from time to time.

3.      Business.

         The Partnership’s business and purpose is to engage in speculative trading in commodity futures
contracts and options on commodity futures contracts. The objective of the Partnership’s business is to
achieve capital appreciation of its assets through such investments. However, the Partnership may trade or
invest in any other type of instrument that is now, or may hereafter be, offered for trading on U.S. or
international exchanges or markets (whether regulated, over-the-counter or private) including, but not
limited to commodity futures, securities, options, debt instruments, forward contracts, swaps, physical
commodities, foreign exchange, forward and spot contracts on international currencies, and exchange for
physicals. The Partnership’s allowable investments are collectively referred to as “Investments”
throughout this Agreement. The Partnership may provide all necessary and appropriate financial and
administrative services and support for such activities and do all other things necessary or convenient to
further the foregoing purposes. In addition, the Partnership may carry out any and all other activities as
permitted under the Texas Limited Partnership Law.



                                         Zenith Resources II, LP
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4.      Term, Dissolution and Fiscal Year.

         (a)    Term. The General Partner has filed the Certificate of Formation with the Texas Secretary
of State. The Partnership shall continue for a period ending on the first day to occur of the following:

                  (i)     Withdrawal or insolvency of the General Partner unless a new General Partner
shall be substituted pursuant to Section 15(c) hereof;

                (ii)     Any event which shall make it unlawful to continue the existence of the
Partnership.

         (b)     Dissolution. Upon the first to occur of the events in Section (a) above, the Partnership
shall terminate and be dissolved. Each Limited Partner shall share in the assets of the Partnership, after the
payment of creditors, pro rata in accordance with their respective capital accounts, less any amount owing
by such Limited Partner to the Partnership.

        (c)     Fiscal Year. The fiscal year of the Partnership shall begin on January 1 of each year and
end on the following December 31; provided, however, that if such fiscal year is disapproved by the Internal
Revenue Service the fiscal year shall be as otherwise approved by the General Partner and the Internal
Revenue Service.

5.      Management of the Partnership.

         The General Partner, to the exclusion of all Limited Partners, shall conduct and manage the
business of the Partnership including, without limitation, investing the funds of the Partnership. No Limited
Partner shall be entitled to any salary, draw or other compensation from the Partnership on account of any
investment in the Partnership. The General Partner shall have sole discretion in determining what
distributions of profits and income, if any, shall be made to the Limited Partners, shall execute various
documents on behalf of the Partnership and the Limited Partners and supervise the liquidation of the
Partnership if an event causing termination of the Partnership occurs.

       The General Partner may, in furtherance of the business of the Partnership, select the Partnership’s
Investments.

         The General Partner will have sole discretion with regard to the appointment or employment of all
persons or entities providing services to the Partnership including, but not limited to, trading advisors,
brokers and accountants and may employ any such persons or entities on behalf of the Partnership without
notice to the Limited Partners.

        The General Partner may engage in other business activities and shall not be required to refrain
from any other activity or disgorge any profits from any such activity, whether as General Partner of
additional companies for investing in commodity futures contracts and options on commodity futures
contacts or otherwise.

        The General Partner shall have a fiduciary responsibility to the Partnership with respect to the
safekeeping and use of all funds and assets of the Partnership, and shall not employ or permit others to
employ such funds and assets in any manner except for the exclusive benefit of the Partnership. The
Partnership shall keep and retain such books and records relating to the business of the Partnership as it
deems necessary or advisable, or as required by the Securities Act of 1933, as amended or the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange
Commission ("SEC"), at the principal office of the Partnership, or such other offices as the General Partner


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deems advisable. Such books and records shall be retained by the Partnership for not less than six years.
The Limited Partners shall be given reasonable access to the books and records of the Partnership.

        No person dealing with the General Partner shall be required to determine its authority to make any
undertaking on behalf of the Partnership nor to determine any fact or circumstance bearing upon the
existence of its authority.

      The Partnership shall make no loans to Limited Partners. Assets of the Partnership will not be
commingled with assets of any other entity, except for the purpose of investing in hedge funds and
commodity pools. Deposits of assets with a commodity or securities broker shall not constitute
commingling.

6.      Classes of Limited Partnership Interests and Capital Contributions.

        (a)      Classes of Limited Partnership Interest. Ownership in the Partnership shall be
evidenced by Limited Partnership Interests ("Interests" or individually an "Interest"). The General
Partner will issue Interests to persons desiring to become Limited Partners whose subscriptions have been
accepted by the General Partner.

         The Partnership offers five classes of Interests: Class A, B, C, D, and E. Purchasers of Class A
Interests are admitted as Class A Limited Partners; purchasers of Class B Interests are admitted as Class B
Limited Partners; purchasers of Class C Interests are admitted as Class C Limited Partners; purchasers of
Class D Interests will be admitted as Class D Limited Partners; and purchasers of Class E Interests will be
admitted as Class E Limited Partners.

        Classes A, B, C, and D are sometimes hereinafter referred to as “Equity Classes”, with purchasers
of the Equity Classes being referred to as “Equity Limited Partners”.

        (b)   Initial Capital Contributions. Each Limited Partner will be required to make a
minimum investment of $100,000 in the Partnership. The General Partner reserves the right to waive this
minimum investment requirement. Additionally, the amounts invested by the Limited Partner are strictly
confidential.

         After the Partnership begins operations, an investor will become a Limited Partner in the
Partnership on the first day of the month following receipt by the Partnership of the investor's capital
contribution and acceptance by the General Partner of such investor's executed Limited Partnership
Agreement, Subscription Agreement/ Power of Attorney, Purchaser Questionnaire and any other documents
required by the General Partner (collectively, the "subscription documents") no less than five days preceding
the first day of the month. The General Partner may contribute funds to the Partnership under the same
terms and conditions.

         (c)      Additional Capital Contributions. A Limited Partner may, as of the first day of any
month, contribute additional funds to the Partnership provided such contribution is received at least 5 days
prior to this effective date. This five day period may be waived at the discretion of the General Partner. As
of the effective date, the General Partner will revise the contributing Limited Partner's capital account to
reflect such contribution. In determining the value of capital accounts of the Limited Partners, the value of
each Interest shall be determined as of the close of business on the last day of the month immediately
preceding the effective date of the capital contribution. The General Partner may contribute additional funds
to the Partnership under the same terms and conditions.

7.      Allocation of Profits and Losses.




                                         Zenith Resources II, LP
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         (a)     Capital Accounts. A capital account shall be established for each Limited Partner. The
initial balance of a Limited Partner's capital account shall be his capital contribution at the time of his
admission to the Partnership.

        For Equity Limited Partners, the term "Capital Account" means an Equity Limited Partner's initial
and subsequent capital contributions minus any capital withdrawals plus his pro-rata share of all profits
and losses and minus his pro-rata share of all expenses properly attributable to the Equity Class of Interest
purchased by such Equity Limited Partner, all calculated in accordance with Generally Accepted
Accounting Principles.

         For Class E Limited Partners, the term "Capital Account" means a Class E Limited Partner's
initial and subsequent capital contributions minus any capital withdrawals plus his pro-rata share of all
revenues due Class E Limited Partners and minus his pro-rata share of any losses properly attributable to
Class E Interests, all calculated in accordance with Generally Accepted Accounting Principles.

        In addition, a special capital account shall be maintained for the General Partner (“Special Capital
Account”). Unlike the Limited Partners, the General Partner will not be required to provide a Capital
Contribution in order to maintain the Special Capital Account, The General Partner’s Special Capital
Account shall receive the monthly incentive allocation described in Section 7(c), and will be debited for
any withdrawals.

        (b)     Monthly Allocations. As of the close of business on the last day of each month the
following determinations and allocations shall be made:

                (i)      Each Class’s Net Asset Value (as defined in paragraph 8 hereof).

                (ii)     Any increase or decrease in each Class’s Net Asset Value as of the end of the
                         month shall then be allocated to the Capital Account of each Limited Partner in the
                         ratio that the balance of each account bears to the balance of all Capital Accounts
                         in each Equity Class for that month.

                (iii)    The amount of any distribution or redemption paid to Limited Partner or addition
                         contributed by a Limited Partner shall be charged or added, as applicable, to that
                         Limited Partner's Capital Account.

        (c)      Incentive Allocation. The General Partner’s Special Capital Account is credited with at
each month’s end with twenty percent (20%) of each Equity Limited Partner’s share of the Net New Profits
generated in the month in the Equity Class in which Limited Partner has invested, as evidenced by the value
of each Limited Partner’s Capital Account at each month’s end (“Incentive Allocation”).

        Net New Profits generated by the Class of Interest are the amount, if any, by which an Equity
Class's Net Asset Value at the end of the month (after deducting the management fees and accrued
brokerage commissions, if any) exceed the highest previous month-end Net Asset Value of the Equity Class
(or Net Assets at the start of trading, whichever is higher), disregarding capital additions and withdrawals.

          If Net New Profits for the month are negative, it shall constitute a “Carry-forward Loss” for the
beginning of the next month. To the extent that any funds are withdrawn from Partnership’s account(s), any
loss attributed to the funds shall be deducted from the Carry-forward Loss. No Incentive Allocation shall be
made until future Net New Profits for the ensuing months exceed any Carry-forward Loss.

        Please note that Class E Limited Partners will not be assessed an Incentive Allocation. In addition,
the Capital Accounts of the General Partner and its Principal may not be assessed the Incentive Allocation.
Further, the General Partner reserves the right to waive or reduce the Incentive Allocation assessed to
individual Equity Limited Partners.

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         (d)      Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of
each fiscal year, the Partnership's realized capital gain or loss and ordinary income or loss shall be
allocated among the Equity Limited Partners in the proportion which their respective Capital Accounts
bear to the total account of all Equity Limited Partners. Any Equity Limited Partner who redeems his or
her Interest during any fiscal year will be allocated his or her proportionate share of the capital gain or
loss and ordinary income or loss realized in the Equity Class in which Limited Partner has invested during
the period that such Interest was owned by such Limited Partner.

        (e)    Expenses Assumed by Partnership.            The Partnership shall be responsible for the
following expenses:

        (i)      Management Fee.        The Partnership will pay the General Partner a two percent (2%)
        annual management fee paid monthly (0.1667% per month) based on the end value of each
        Equity Limited Partner’s Capital Account. Please note that Class E Limited Partners will not be
        assessed a management fee. In addition, the Capital Accounts of the General Partner and its
        Principal may not be assessed the management fee. Further, the General Partner reserves the
        right to waive or reduce the management fee charged to individual Equity Limited Partners.

        (ii)    Transaction Fees and Expenses. The Partnership will pay any fees and expenses
        associated with the Investments, including but not limited to brokerage commissions, exchange
        fees, and interest charges.

        (iii)    Selling Commissions. In order to compensate selling agents, Equity Limited Partners
        solicited by these agents may be charged an up-front selling commission of up to four percent
        (4%) of the Limited Partner’s subscription amount. Also, Equity Limited Partners solicited by
        selling agents may be charged a monthly trail commission of up to one third of one percent
        (0.333%) (4% annually) of their respective Capital Accounts at each month’s end for the duration
        of their investment. Further, Equity Limited Partners solicited by selling agents may be charged a
        combination of an up-front and trailing commission not to exceed four percent (4%) in the
        aggregate. Limited Partners subscribing directly with the General Partner will not be charged
        selling commissions.

        (iv)     Interest Charges. Class D Limited Partners are charged interest at a maximum rate of
        4.00% per annum plus the 3 month Treasury Bill rate based on the beginning value of the Class E
        Interests each month. The 3 month Treasury Bill rate will be determined on the last day of the
        calendar quarter preceding the quarter in which the interest will be charged. This amount is
        debited from each Class D Limited Partner’s Capital Account, and paid to the Class E Limited
        Partners.

        (v)     Miscellaneous. The Partnership is responsible for any extraordinary expenses including,
        but not limited to extraordinary legal expenses. However, no extraordinary expenses are
        anticipated. Class E Limited Partners may be responsible for extraordinary expenses, but only if
        the assets of the Equity Classes are insufficient to pay such expenses.

        (f)     Return of a Limited Partner's Capital Contribution. A Limited Partner shall have the
right to withdraw capital through redemption of Interests and shall be entitled to distributions in
accordance with the terms of this Agreement. In no event shall a Limited Partner be entitled to demand or
receive property other than cash.

         (g)     Distributions. Except to honor redemption requests, the General Partner shall have sole
discretion in determining what distributions (other than redemptions of Interests, which may be made at
the discretion of any Limited Partner as described in paragraph 10 below), if any, the Partnership will
make to its Limited Partners. Distributions will be paid, if at all, at the sole discretion of the General
Partner. It is not anticipated that distributions will be paid to Equity Limited Partners. Rather, it is
                                         Zenith Resources II, LP
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anticipated that profits, if any, will be used to finance additional Investments. However, the Partnership
may make distributions to Equity Limited Partners at any time and from time to time if the General
Partner deems such distributions in the best interest of the Partnership. Further, interest income may be
paid to Class E Limited Partners on a monthly basis at the General Partner’s discretion.

8.      Net Asset Value.

        A Class’s Net Asset Value shall be the difference between the value of the total assets of the
Class, including earned and accrued interest, and the amount of the total liabilities of the Class. Unless
otherwise specified below, all assets and liabilities are to be determined on the basis of generally accepted
accounting principles, consistently applied. For purposes of this calculation for Equity Classes, Net Asset
Value shall include any unrealized profit or loss on open positions and interest, less any accrued liabilities.

9.      Reports to Limited Partners.

        The General Partner will provide to all Limited Partners a statement of account on a monthly
basis. The General Partner will also provide to all Limited Partners a certified annual report of financial
condition pursuant to CFTC Reg. 4.22(c). Additionally, the General Partner will provide the Net Asset
Value of the Partnership, Class of Interest or the value of a Limited Partner’s Interest at any time upon
request by a Limited Partner. Appropriate tax information (adequate to enable each Limited Partner to
complete and file his Federal income tax return) shall be delivered to each Limited Partner no later than
90 days following the end of each fiscal year. Please note, however, that the General Partner’s ability to
provide tax information to Limited Partners is subject to the General Partner’s ability to obtain such
information. Accordingly, there may be delays in providing this information to Limited Partners.

        In addition, the General Partner will make appropriate arrangements for the equity runs of trading
accounts holding Class E Limited Partners to be transmitted to Class E Limited Partners on a daily basis.
Further, each time there is a withdrawal from such accounts, the General Partner will be required to notify
Class E Limited Partners prior to such withdrawal.

10.     Redemption of Interests.

        Except as noted below, a Limited Partner may cause all or part of his Interest to be redeemed by
the Partnership as of the last business day of any month (“Effective Date”). However, a Limited Partner
may not make any redemption that would reduce the value of such Limited Partner’s Capital Account to a
debit balance. Any request for full or partial redemptions will be honored only to the extent it complies
with such limitations.

         Class E Limited Partners seeking to redeem their Interests during the first twelve (12) months of
their investment in the Partnership may be subject to an interest penalty (“Lock-up Period”). More
specifically, Class E Limited Partners seeking to redeem any portion of their Interests during the Lock-up
Period may be assessed a fee of up to the interest paid or accrued on the amount being redeemed during
the three (3) month period preceding the Effective Date. Class E Limited Partners seeking to redeem
their Interest within the first two (2) months of their investment in the Partnership may be assessed a fee
of up to the interest paid or accrued on the amount being redeemed during investment period. However,
the General Partner may waive the Lock-up Period and/or the fees at its sole discretion.

         Redemptions are effective as of the close of business on the last day of the month in which a
Request for Redemption in proper form has been received by the General Partner in a timely manner. A
"Request for Redemption" is a letter in the form specified by the General Partner, sent by a Limited
Partner (or any approved assignee thereof) and received by the General Partner at its main business office
at least fifteen (15) days prior to the end of the month in which redemption is to be effective. A form of
Request for Redemption is annexed to this Agreement at page A-11. Additional forms of Request for
Redemption may be obtained by written request to the General Partner.

                                          Zenith Resources II, LP
                                                                                                          A-6
        Upon Redemption, a Limited Partner (or any approved assignee thereof) will receive an amount
equal to the redemption amount requested, less any amount that is owed by such Limited Partner (and his
approved assignee, if any) to General Partner as provided below in this paragraph or to the Partnership in
accordance with this Agreement. If, pursuant to applicable law, the Partnership has been required to
withhold tax on certain income of the Partnership allocable to a Limited Partner (or an assignee thereof)
and the General Partner has paid out of its own funds such tax, upon redemption of an Interest by such
Limited Partner (or assignee) all amounts of such taxes may be deducted from the Limited Partner’s
Capital Account and reimbursed to the General Partner. In addition, upon redemption of Interests, all
amounts that are owed to the Partnership under the indemnification provisions of the Limited Partnership
Agreement by the Limited Partner to whom such Interest was issued as well as all amounts that are owed
by all assignees of such Interest will be deducted from the Limited Partner’s Capital Account prior to
redemption.

        The General Partner will endeavor to pay redemptions no later than 15 days after the Effective
Date, and the Partnership’s investments and/or commodity interest positions will be liquidated to the
extent necessary to effect redemptions. In the case of hardship, the General Partner may allow
redemptions on another basis or on other dates, although it is not required to do so. Under certain
circumstances (including, without limitation, the Partnership’s inability to liquidate positions or the
default or delay in payments due the Partnership from brokers, banks, or other persons), the Partnership
may delay payment to Limited Partners requesting redemption of the proportionate part of the Limited
Partner’s Capital Account represented by the sums that are the subject of such default or delay. The right
to obtain payment on redemption is contingent upon (i) the Partnership having assets on the Redemption
Date sufficient to discharge its liabilities, and (ii) receipt by the General Partner of a Request for
Redemption as described above.

11.     Assignability.

         The Interests may not be sold, transferred, hypothecated or otherwise disposed of by a Limited
Partner unless registered under applicable federal and/or state securities laws, or unless, in the opinion of
counsel, such registration is not required. No assignment of Interests shall be effective without the consent
of the General Partner, which may be withheld for any reason. An assignee shall become a substituted
Limited Partner in the Partnership only upon execution and delivery to the General Partner of the
subscription documents and the consent of the General Partner (which may be granted or withheld at its
discretion). An assignee who does not become a substituted Limited Partner shall be entitled to receive the
share of the profits or the return of capital to which his assignor would otherwise be entitled, but shall not be
entitled to vote, to an accounting of Partnership transactions, to receive tax information, or to inspect the
books and records of the Partnership.

12.     Admissions of Additional Limited Partners.

        Additional Limited Partners may be admitted to the Partnership. Newly admitted Limited Partners
shall contribute cash to the capital of the Partnership for the Limited Partnership Interest to be acquired, as
described in paragraph 6, as of the last business day of each month.

13.     Limited Power of Attorney.

        Each Limited Partner irrevocably appoints Zenith Resources, Inc., as his attorney-in-fact to execute,
acknowledge, swear to, deliver, file, record and publish, as appropriate: amendments to this Agreement
hereto as described in Section 15; Certificate of Formation and amendments thereto; certificates of assumed
name for the Partnership; and any other instruments appropriate to conduct the Partnership's business.

14.     Withdrawal or Death of a Limited Partner.


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        The bankruptcy, retirement, resignation, dissolution, termination, insolvency or withdrawal of the
General Partner shall dissolve and terminate the Partnership unless the Partnership is continued pursuant to
paragraph 15(c) hereof. The General Partner may withdraw from the Partnership at any time on 30 days
written notice sent first class mail, postage prepaid, to each Limited Partner. The death, legal disability,
withdrawal, insolvency or dissolution of a Limited Partner shall not terminate or dissolve the Partnership
and such Limited Partner, his estate, custodian or personal representative shall have no right to withdraw or
value such Limited Partner's Interest in the Partnership except as provided in paragraph 10 above.

15.     Amendments and Meetings.

         (a)     Amendments with Consent of the General Partner. If, at any time during the term of
the Partnership, the General Partner shall deem it necessary or desirable to amend this Agreement, such
amendment shall be effective if embodied in an instrument signed by the General Partner. The General
Partner may, in its sole discretion, make such amendments to this Agreement as may be necessary to enable
the Partnership to be classified for federal income tax purposes as a partnership and not as an association
taxable as a corporation or to permit the qualification or registration of the Interests for sale in any state or
jurisdiction. Any such supplemental or amendatory agreement shall be adhered to and have the same effect
from and after its effective date as if the same has originally been embodied in and formed a part of this
Agreement; provided, however, that no such supplemental or amendatory agreement shall, without the
consent of all Limited Partners, change or alter this Section 15, extend the terms of the Partnership, reduce
the capital account of any Limited Partner or modify the percentage of profits, losses or distributions to
which any Limited Partner is entitled.

         (b)      Meetings. Any Limited Partner upon written request addressed to the General Partner shall
be entitled to obtain from the General Partner, at the Limited Partner's expense, a list of the names and
addresses of record of all Limited Partners and the value of the Interests held by each Limited Partner;
provided that the Limited Partner agrees and represents that the list will not be used for commercial
purposes and will be kept confidential. Upon receipt of a written request, signed by Limited Partners
owning Interests amounting to at least twenty-five percent (25%) of the value of the then outstanding
Interests, that a meeting of the Partnership be called to vote upon any matter which the Limited Partners
may vote upon pursuant to this Agreement, the General Partner shall, by written notice to each Limited
Partner of record mailed within 15 days after such receipt, call a meeting of the Partnership. Such meeting
shall be held at least thirty but not more than sixty days after the mailing of such notice and shall specify the
date, a reasonable place and time, and the purpose of such meeting.

         (c)      Amendments and Actions Without Consent of the General Partner. At any meeting
called pursuant to Section 15(b), upon the affirmative vote (which may be in person or by proxy) of Limited
Partners owning Interests amounting to more than seventy-five percent (75%) of the value of the then
outstanding Interests, the following actions may be taken: (i) this Limited Partnership Agreement may be
amended provided, however, that no such supplemental or amendatory agreement shall, without the consent
of all Limited Partners, change or alter this Section 15, extend the term of the Partnership, reduce the capital
account of any Limited Partner or modify the percentage of profits, losses or distributions to which any
Limited Partner is entitled; (ii) the Partnership may be dissolved; (iii) the General Partner may be removed
and replaced; (iv) a new General Partner may be elected if the General Partner elects to withdraw from the
Partnership; (v) any contracts with the General Partner or any of its affiliates may be terminated on sixty
days notice without penalty; and (vi) the sale of all the assets of the Partnership may be approved provided,
however, that no such action may be taken if a court of competent jurisdiction has entered a final order to
the effect that the action to be taken will adversely affect the status of the classification of the Partnership as
a "partnership" under the Federal income tax laws. The term "final order" shall mean an order which is not
subject to any further court proceedings for appeal, review or modification. All of the actions set forth in
this paragraph may be taking by written resolution without the necessity of a formal meeting.

16.     No Personal Liability for Return of Capital.


                                           Zenith Resources II, LP
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         The General Partner shall not be liable for the return or repayment of all or any portion of the
capital or profits of any Limited Partner, it being expressly agreed that any such return of capital or profits
made pursuant to this Agreement shall be made solely from the assets (which shall not include any right of
contribution from the General Partner) of the Partnership.

17.     Indemnification.

        (a)     By the Partnership. The Partnership shall indemnify, defend and hold harmless the
General Partner, and its employees and affiliates from and against any loss, liability, damage, cost or
expense (including legal fees and expenses) and any amounts paid in settlement thereof (provided that the
Partnership shall have approved such settlement) resulting from or relating to its actions or capacity as
General Partner, or otherwise concerning the business or activities undertaken on behalf of the Partnership,
provided that the act or omission which was the subject of the demand, claim or lawsuit did not constitute
gross negligence, willful or wanton misconduct, or breach any fiduciary obligations to the Partnership.

        Any indemnification ordered or expressly permitted by a court, shall be made by the Partnership
only upon a determination by independent legal counsel in a written opinion that the conduct which is the
subject of a claim, demand or lawsuit with respect to which indemnification is sought meets the applicable
standards set forth in said paragraph.

         (b)      By the Limited Partners. In the event the Partnership is made a party of or to any claim,
dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Limited
Partner's obligations or liabilities unrelated to the Partnership business, such Limited Partner shall indemnify
and reimburse the Partnership for all loss and expenses incurred, including reasonable attorney's fees.

18.     Governing Law.

         The validity and construction of the Agreement shall be determined and governed by the laws of the
State of Texas.

19.     Miscellaneous.

        (a)     Priority Among Limited Partners. No Limited Partner shall be entitled to any priority or
preference over any other Limited Partner with regard to the affairs of the Partnership.

         (b)     Notices. All notices under this Agreement, other than reports by the General Partner to the
Limited Partners, shall be in writing and shall be effective upon personal delivery, or if sent by registered or
certified mail, postage prepaid, addressed to the last known address of the party to whom such notice is
given, upon deposit of such notice in the United States mails. Reports by the General Partner to the Limited
Partners shall be in writing and shall be sent first class mail to the last known address of each Limited
Partner.

        (c)      Binding Effect. This Agreement shall inure to and be binding upon all of the parties, their
successors, assigns as permitted herein, custodians, estates, heirs and personal representatives. For purposes
of determining the rights of any Limited Partner hereunder, the Partnership and the General Partner may rely
upon the Partnership records as to who are Limited Partners and all Limited Partners agree that their rights
shall be determined and that they shall be bound thereby, including all rights which they may have under
Sections 10, 11 and 15 hereof.

        (d)     Captions. Captions in this Agreement in no way define, limit, extend, or describe the
scope of this Agreement nor the effect of any of its provisions.




                                          Zenith Resources II, LP
                                                                                                           A-9
         (e)      Counterparts. This Agreement may be executed in several counterparts, and all such
executed counterparts shall constitute an agreement, binding on all parties hereto, notwithstanding that all
the parties are not signatories to the same counterpart.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the ________ day of
_________________________, ___________.

General Partner:                                  Limited Partner(s):


Zenith Resources, Inc.                            _____________________________________________


By: _____________________________                 _____________________________________________
       Ed Padon, its President




                                         Zenith Resources II, LP
                                                                                                      A-10
                                                                                                EXHIBIT A
                                      ZENITH RESOURCES II, LP


                                    REQUEST FOR REDEMPTION


To:     Zenith Resources, Inc.
        128 South Main Street
        Godley, Texas 76044


The undersigned hereby requests redemption of $________________ of my Interest, less any amount the
undersigned owes the Partnership. The undersigned hereby represents and warrants that he or she is the true
and lawful owner of the Interest to which this request relates with full power and authority to request
redemption of such Interest. Such Interest is not subject to any transfer, assignment, pledge or otherwise
encumbered in any fashion. This redemption will be governed by the terms of the Limited Partnership
Agreement. Redemption shall be effective at the end of the month, if available that month, provided the
General Partner shall have received this notice no later than fifteen (15) days prior to the effective date of
the requested redemption.

Please forward funds to the undersigned at the address below.


_______________________________________


_______________________________________
Name(s)


_______________________________________ ________________________________________
Number and Street                              Signature(s)


_______________________________________ ________________________________________
City                State   Zip




                                          Zenith Resources II, LP
                                                                                                        A-11
                                                                                               EXHIBIT B

                                      ZENITH RESOURCES II, LP

               SUBSCRIPTION AGREEMENT/LIMITED POWER OF ATTORNEY

To:     Zenith Resources II, LP
        128 South Main Street
        Godley, Texas 76044


1.      Subscription. I hereby subscribe for a Class A _______ Class B ______ Class C _____ Class
D_____ Class E _____ (select one) Limited Partnership Interest ("Interest") in Zenith Resources II, LP (the
"Partnership"), initially valued at $______________________, provided that all necessary subscription
documents and contribution is received by the General Partner at least five days prior to the month’s end, as
described in the Partnership's Confidential Private Placement Memorandum, (the "Memorandum"), and
hereby tender a check or a wire transfer in the amount of $________________________ ($100,000
minimum, unless waived by the General Partner). Upon acceptance of this subscription, I agree to become a
Limited Partner in the Partnership and accept and adopt the provisions of the Limited Partnership
Agreement. If my subscription is rejected, the amount of my subscription will be promptly returned to me
without interest thereon or deduction therefrom.

2.      Representation and Warranties. I hereby represent and warrant to you as follows:

        (a)     Simultaneously with acceptance of this subscription by the Partnership, and by completing,
executing and delivering the Power of Attorney included in this Exhibit B and the Confidential Purchaser
Questionnaire which is Exhibit C to the Memorandum, I will become a party to the Limited Partnership
Agreement and will appoint the General Partner as my attorney-in-fact to, among other things, execute on
my behalf all further amendments to the Limited Partnership Agreement, and I will be bound by all of the
terms and conditions thereof.

        (b)     I (and my offeree representative, if any) have read, understand and am fully familiar
with the Memorandum and the exhibits thereto, particularly, but without limiting the generality of
the foregoing, the risks and conflicts of interest applicable to this investment, and am satisfied that I
have received adequate information concerning all matters which I consider material to a decision to
purchase Interests.

        (c)     I (and my offeree representative, if any) have had an opportunity to ask questions of and
received answers from the General Partner concerning the terms and conditions of this investment, and all
such questions have been answered to my full satisfaction.

        (d)     I (and my offeree representative, if any) have such knowledge and experience in
financial and business matters that I am capable of evaluating the risks and merits of an investment
in the Partnership.

       (e)      I have completed the Confidential Purchaser Questionnaire or the Purchaser Representative
Questionnaire, as appropriate, and certify that all disclosures therein are accurate and true.

        (f)     I have substantial means of providing for my current needs and personal contingencies and
have no need for liquidity in this investment.


                                         Zenith Resources II, LP
                                                                                                         B-1
          (g)     My overall commitment to investments which are not readily marketable or are not liquid is
not disproportionate to my net worth and my purchase of the Interest will not cause my overall commitment
in this type of investment to become excessive.

        (h)   I have substantial experience in making investment decisions of this type or am
relying upon my own qualified purchaser representative in making this investment decision.

        (i)     Where appropriate, I have consulted my lawyer, accountant, or other advisor with respect to
my investment and all books, records and documents pertaining to the investment have been made available
to me and such advisors by the Partnership.

        (j)     Except as set forth in the Memorandum and the Exhibits thereto (the "Offering
Documents"), no representations or warranties have been made to me by the Partnership, the General
Partner or any agent, employee or affiliate of either of them, in entering into this transaction, and I am not
relying upon any information, other than that contained in such Offering Documents and the results of my
own independent investigation.

        (k)    I understand that the Interests have not been registered under the Securities Act of
1933, as amended, that the Interests have not been approved or disapproved by the Securities and
Exchange Commission or by any federal or state agency, and that no such agency has passed on the
accuracy or adequacy of the Memorandum.

        (l)     I understand that the Partnership is not registered under the Investment Company
Act of 1940 or with any state regulator. Accordingly, I will not be afforded the protections provided
by state and federal regulations governing registered investment companies.

        (m)      I am acquiring my Interest hereunder for my own account, for investment purposes only,
and not with a view to the sale or other distribution thereof, in whole or in part.

        (n)     If the undersigned is a corporation, trust, partnership, or limited liability company
(“Business Organization(s)”, collectively), the officer executing this Subscription Agreement represents and
warrants that he or she is authorized to so sign; that the Business Organization is authorized by the
applicable governing written instrument to make this investment and to enter into the Limited Partnership
Agreement and this Subscription Agreement.

The Business Organization will, upon request of the General Partner or counsel to the Partnership, furnish to
the Partnership a true and correct copy of the applicable governing written instrument authorizing the
Business Organization to make such investment, and a copy (certified by the authorized officer) of
applicable governing written instrument authorizing the specific investment.

3.       I understand the meaning and legal consequences of the representations and warranties contained in
paragraph 2 hereof and I hereby agree to indemnify and hold harmless the Partnership and the General
Partner and each Limited Partner thereof from and against any and all loss, damage or liability due to or
arising out of any breach of any representation or warranty of the undersigned, whether contained in the
Limited Partnership Agreement or this Subscription Agreement. Notwithstanding any representation or
warranty of the undersigned, whether agreements made herein by me, I do not thereby or in any other
manner waive any rights granted to me under federal or state laws.

4.      I understand that this Subscription is not binding on the Partnership until the Partnership accepts it,
which acceptance is at the sole discretion of the General Partner, by executing this Subscription Agreement
where indicated.


                                          Zenith Resources II, LP
                                                                                                          B-2
5.      All notices or other communications to be given or made hereunder shall be in writing and shall be
delivered personally or mailed, by registered or certified mail, return receipt requested, postage prepaid, to
the undersigned or to the Partnership, as the case may be, at the respective address set forth herein.

6.      Limited Power of Attorney. Subscriber irrevocably constitutes and appoints the General Partner,
Zenith Resources, Inc., as his true and lawful attorney-in-fact with full power of substitution and with
authority in subscriber's name, place and stead, to execute, acknowledge, deliver, swear to, file and record:

        (a)     The Partnership's Limited Partnership Agreement;

        (b)     Amendments to the Limited Partnership Agreement;

        (c)     Certificate of Formation and all amendments thereto;

        (d)     All documents necessary to qualify or continue the Partnership in the states where it may
do business;

      (e)      All instruments which effect a change or modification of the Limited Partnership
Agreement in accordance with the terms thereof;

         (f)     All conveyances, instruments, or documents necessary to carry on the business of the
Partnership including, but not limited to, brokerage agreements with any brokerage firm or to effect the
dissolution of the Partnership; and

        (g)      All other filings with governmental agencies that are necessary or desirable to carry out the
business of the Partnership.

This power of attorney shall be deemed coupled with an interest, shall be irrevocable and shall survive a
subscriber's death or disability.

7.      Items to be Delivered by Subscriber.

      (a)    An originally executed Limited Partnership Agreement (attached as Exhibit A to the
Memorandum);

       (b)      An originally executed Subscription Application and Agreement and Limited Power of
Attorney (attached to the Memorandum as Exhibit B);

       (c)     A completed and executed Confidential Purchaser Questionnaire or Purchaser
Representative Questionnaire (attached as Exhibit C to this Memorandum), as appropriate;

      (d)    An executed Acknowledgement of Receipt of Confidential Private Placement
Memorandum (attached as Exhibit D to the Memorandum);

        (e)   A check made payable to “Zenith Resources II, LP” or a wire transfer to the Fund’s
account at ABN AMRO Bank N.V. in Chicago, Illinois.




                                          Zenith Resources II, LP
                                                                                                          B-3
         IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement the date set
forth below.


_______________________________                    _____________________________________________
Date                                                      Subscriber's Name (print)

                                                   _____________________________________________
                                                          Signature(s) of Subscriber(s)


_______________________________                    _____________________________________________
Date                                                      Subscriber's Name (print)

                                                   _____________________________________________
                                                          Signature(s) of Subscriber(s)

Please print information below as you wish it to appear in the records of the Partnership:

RESIDENCE ADDRESS

_____________________________________                      _______________________________________
Number and Street                                          Name(s)

_____________________________________                      _______________________________________
City         State             Zip                         Social Security Number or
                                                           Taxpayer Identification Number

Address for Notices if different from above:

_____________________________________
Number and Street

_____________________________________
City         State             Zip




                                          Zenith Resources II, LP
                                                                                                B-4
                                    ZENITH RESOURCES II, LP

                    CERTIFICATE OF LIMITED PARTNERSHIP INTEREST



The subscription from _______________________________________________, is hereby accepted by the

Partnership this _______ day of _____________, __________, for a Class ________ Limited Partnership

Interest initially valued at $______________________.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the ________ day of
___________________, _________.

.                                              Limited Partner(s):
Zenith Resources, Inc
                                               _____________________________________________



By: ____________________________               _____________________________________________
       Ed Padon, its President


This Limited Partnership Interest in ZENITH RESOURCES II, LP has not been registered under the
Securities Act of 1933 or state securities laws and cannot be resold unless registered under applicable
federal or state securities law or unless an exemption from registration is available. Transfer and
redemption of interests are subject to restrictions contained in the Limited Partnership Agreement.




                                       Zenith Resources II, LP
                                                                                                   B-5
                                                                                               EXHIBIT C

                                        ZENITH RESOURCES II, LP

                           CONFIDENTIAL PURCHASER QUESTIONNAIRE

The Limited Partnership Interests (referred to as “Interests”) are being offered in Zenith Resources II, LP
(the "Partnership") to a limited number of qualified investors pursuant to the Partnership’s Confidential
Private Placement Memorandum.

Before you may purchase an Interest, the General Partner, Zenith Resources, Inc., must be reasonably
satisfied that you, either alone or with a "Purchaser Representative," have such knowledge and experience in
financial and business matters that you are capable of evaluating the risks and merits of investing in the
Partnership. This questionnaire is designed to enable the General Partner to make that determination.

BECAUSE THE GENERAL PARTNER WILL RELY ON YOUR ANSWERS IN ORDER TO
COMPLY WITH FEDERAL AND STATE LAWS, YOU MUST CAREFULLY ANSWER EACH
QUESTION. PURCHASERS CAN BE HELD LIABLE FOR ANY MISSTATEMENT OR
OMISSION IN THIS QUESTIONNAIRE.

The General Partner will maintain the confidentiality of all information disclosed by you, except as provided
in the Limited Partnership Agreement, or as is necessary to comply with requests for such information from
a regulatory body or pursuant to court order.

Part I.           General Information

Please print or type. Answer every question. Insert "Not Applicable" or "NA" if a question does not apply
to you. Attach separate sheets if necessary. If joint contributors, each contributor should complete a
questionnaire.

1.        Contributor's Name:      ___________________________________________________________

          Age:    ________         Social Security or Tax I.D. Number:     __________________________

2.        Name(s) of any joint contributor(s):     ______________________________________________

          _______________________________________________________________________________

3.        Contributor's Home Address:      _____________________________________________________

          _______________________________________________________________________________

          Home Telephone Number: ( ____ ) ________________________________________________

          Email Address___________________________________________________________________

4.        Name of Contributor's Employer or Business:      _______________________________________

          _______________________________________________________________________________

          Nature of Business:      ___________________________________________________________

          Position/Title: __________________________________________________________________

                                         Zenith Resources II, LP
                                                                                                        C-1
     Length of Time in Position:        _____________________________________________________

     Business Address:         ___________________________________________________________

     _______________________________________________________________________________

     Business Telephone Number:        ( __ ) _____________________________________________

5.   Send correspondence to: Home _________________                Business ___________________

6.   Do you (and any joint contributor(s)) intend to purchase the interest solely for your own account?

     Yes _________ No _________

     (If you answered “yes”, proceed to question 7)

     Please indicate who else would have a direct or indirect interest in the interest to be purchased:

     _______________________________________________________________________________

     What is the nature of that interest (e.g., beneficiary under a trust)?

     ________________________________________________________________________________

     What is the relation to you of the person(s) holding such interest (e.g., spouse, partner,
     stockholder)?

     ________________________________________________________________________________

     What is the residence address of the person(s) having such interest?

     _______________________________________________________________________________

     (Persons having such an interest may in the discretion of the General Partner be required to
     complete a separate questionnaire.)

7.   Are you:

     (a)     A bank as defined in section 3 of the Securities Act, or any savings and loan association
     or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its
     individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the
     Securities Exchange Act of 1934 (“Exchange Act”); any insurance company as defined in section
     2(a)(13) of the Securities Act; any investment company registered under the Investment Company
     Act of 1940 (“Investment Company Act”) or a business development company as defined in
     section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small
     Business Administration under section 301(c) or (d) of the Small Business Investment Act of
     1958; any plan established and maintained by a state, its political subdivisions, or any agency or
     instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan
     has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the
     Employee Retirement Income Security Act of 1974 (“ERISA”) if the investment decision is made
     by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and

                                                                                                    C-2
                                        Zenith Resources II, LP
loan association, insurance company, or registered investment adviser, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions
made solely by persons that are accredited investors?

                Yes _________ No _________

(b)    A private business development company as defined in section 202(a)(22) of the
Investment Advisers Act of 1940 (“Investment Advisers Act”)?

                Yes _________ No _________

(c)     A organization described in section 501(c)(3) of the Internal Revenue Code (“IRC”),
corporation, Massachusetts or similar business trust, or partnership, not formed for the specific
purpose of acquiring the securities offered, with total assets in excess of $5,000,000?

                Yes _________ No _________

(d)     The General Partner or a director or executive officer of the General Partner?

                Yes _________ No _________

(e)      A natural person whose individual net worth, or joint net worth with that person's spouse,
at the time of his purchase exceeds $1,000,000?

                Yes _________ No _________

(f)     A natural person who had an individual income in excess of $200,000 in each of the two
most recent years or joint income with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same income level in the current year?

                Yes _________ No _________

(g)     A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of
acquiring the securities offered, whose purchase is directed by a sophisticated person as described
in Rule 506(b)(2)(ii) of Regulation D of the Securities Act?

                Yes _________ No _________

(h)     Any entity in which all of the equity owners are accredited investors?

                Yes _________ No _________

(i)     An individual who is not a citizen or resident of the U.S.?

                Yes _________ No _________

(j)     A corporation or other entity none of whose beneficial owners are citizens or residents of
the U.S.?

                Yes _________ No _________



                                                                                            C-3
                                 Zenith Resources II, LP
IF YOU ANSWERED "YES" TO ANY PART OF QUESTION 7, GO DIRECTLY TO PART II;
OTHERWISE ANSWER QUESTIONS 8 AND 9 BELOW. PLEASE NOTE THAT IF DID NOT
ANSWER “YES’ TO ANY PART OF QUESTION 7, YOU MAY NOT PURCHASE CLASS D OR E
INTERESTS.

8.        Check the category which describes your net worth, defined as the excess of total assets (including
          home, furnishings, and automobiles) over total liabilities.

          ___     $ 0 - $ 30,000                   ___     $100,001 - $150,000
          ___     $30,001 - $ 50,000               ___     $150,001 - $200,000
          ___     $50,001 - $ 75,000               ___     $200,001 - $500,000
          ___     $75,001 - $100,000               ___     Over $500,000

9.        Check the category which describes your estimated annual gross income.

          ___     $ 0 - $ 30,000                   ___     $100,001 - $150,000
          ___     $30,001 - $ 50,000               ___     $150,001 - $200,000
          ___     $50,001 - $100,000               ___     Over $200,000

Part II. Investment Knowledge and Experiences

1.        Check highest level of school attended and indicate field of study and type of degree received, if
          any:
                                  Level     Field of Study                 Degree

High School                       _____ ______________________              ________

College                           _____ ______________________              ________

Graduate School                   _____ ______________________              ________

Other                             _____ ______________________              ________

2.        Describe any previous employment, training or experience which has contributed to your
          knowledge and experience in financial and business matters generally or the futures markets
          specifically:
          ________________________________________________________________________________

          ________________________________________________________________________________


3.        Have you invested in any other commodity pools?

          ________________________________________________________________________________

          ________________________________________________________________________________

          ________________________________________________________________________________

          ________________________________________________________________________________

4.        Have you invested in limited partnerships (LP's) or limited liability companies (LLC’s)?

                                                                                                     C-4
                                           Zenith Resources II, LP
     Yes _________ No _________

     If yes, indicate number of LP's or LLC’s, type of company (e.g., real estate, oil and gas), date of
     investment and amount of investment:

     ________________________________________________________________________________

     ________________________________________________________________________________

     ________________________________________________________________________________

     ________________________________________________________________________________

5.   Have you:

     (a)     Traded futures contracts?

     Yes _________ No _________

     If yes, indicate if -- and when -- you directed your own trading.

     ________________________________________________________________________________

     (b)     Traded securities?

     Yes _________ No _________

     If yes, indicate if -- and when -- you directed your own trading.

     ________________________________________________________________________________

     ________________________________________________________________________________

     (c)     Traded stock options?

     Yes _________ No _________

     If yes, indicate if -- and when -- you directed your own trading.

     ________________________________________________________________________________

     ________________________________________________________________________________




                                                                                                C-5
                                       Zenith Resources II, LP
Part III.       Purchaser Representative

1.      If you are relying upon an adviser or advisers (a "Purchaser Representative") such as a lawyer,
        accountant or other investment adviser to advise you in deciding whether to invest in the
        Partnership or some other person to whom you have given a power of attorney or other
        authorization to make investment decisions on your behalf, furnish the Representatives' name(s) and
        other information below and have the Representative(s) complete a Purchaser Representative
        Questionnaire.

        Name:           __________________________________________________________________

        Profession:     __________________________________________________________________

        Address:        __________________________________________________________________

        ________________________________________________________________________________

        Telephone:      (    ) ___________________________________________________________

2.      Are you relying solely on such adviser(s) in determining whether to invest in the Partnership, or are
        you relying on the advice of others? If the latter, furnish such person's name and other information
        requested below.

        Name:           __________________________________________________________________

        Profession:     __________________________________________________________________

        Address:        __________________________________________________________________

        ________________________________________________________________________________

        Telephone:      (    ) _________________________________________________________

Part IV.        Representations

I acknowledge that the General Partner will be relying upon the information I have furnished in this
Questionnaire in determining, among other things, whether there are reasonable grounds to believe that I
qualify as an accredited investor under Rule 501 under the Securities Act of 1933 or am otherwise qualified
to invest in the Partnership. To the best of my information and belief, the information I have supplied is
complete and correct, and I represent and warrant to the General Partner as follows:

1.      The answers to the above questions are complete and correct and may be relied upon by the General
        Partner in determining whether this offering will be exempt from registration under applicable
        securities laws.

2.      Prior to receiving notice of the General Partner’s acceptance of my subscription, I will notify the
        General Partner immediately of any material change in any information I have furnished in this
        Questionnaire.



                                                                                                     C-6
                                         Zenith Resources II, LP
3.       I personally (or with my Purchaser Representative(s), if any) have sufficient knowledge and
         experience in financial and business matters to evaluate the merits and risks of an investment in the
         Partnership.

4.       I am able to bear the economic risk and lack of liquidity of an investment in the Partnership, and at
         the present time could afford a complete loss of such investment.

5.       After receiving notice of the General Partner’s acceptance of my contribution, I will immediately
         advise the General Partner in writing of any material change in the information I have supplied in
         this Questionnaire, and I will provide at any time any additional information the General Partner
         may reasonably request concerning the information I have supplied in this Questionnaire.


_________________________________________                          _________________________________
(Signature)                                                        (Date)

_________________________________________
(Printed Name of Purchaser)

If entity:

_________________________________________                          _________________________________
(Title of person signing)                                          (Name of entity)

===============================================




NOTE TO CORPORATIONS:                     Please attach evidence of authorization to purchase an Interest in
                                          the Partnership, in form of resolutions or Articles of Incorporation
                                          and By-Laws.

NOTE TO PARTNERSHIPS:                     Please attach copy of the Partnership Agreement.

NOTE TO TRUSTS:                           Please attach copy of the instrument creating the Trust (Trust
                                          Agreement).

NOTE TO ESTATES:                          Please attach copy of the Will and current Letters Testamentary.

NOTE TO LIMITED LIABILITY
COMPANIES:                                Please attach copy of the Operating Agreement.




                                                                                                      C-7
                                          Zenith Resources II, LP
                                                                                  EXHIBIT D

                     ACKNOWLEDGMENT OF RECEIPT OF
              CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM


Gentleman:

      This is to acknowledge that I have received, read, and understood a copy of the March 26,
2008 Confidential Private Placement Memorandum of Zenith Resources II, LP.

        I understand the risks of investing and represent to Zenith Resources II, LP that the
investment program described in the Confidential Private Placement Memorandum would be an
appropriate investment for me in light of my financial circumstances.


Read and Acknowledged by:


       ________________________________________________
       Client’s Signature


       ________________________________________________
       Date


Read and Acknowledged by:

       ________________________________________________
       Client’s Signature


       ________________________________________________
       Date




                                                                                           D-1
                                   Zenith Resources II, LP
                                                                                     EXHIBIT E
                                  GRAMM-LEACH-BLILEY
                          CONSUMER PRIVACY NOTIFICATION

         Pursuant to the Commodity Futures Trading Commissions Rules, financial institutions
like Zenith Resources, Inc. (“Zenith”) are required to provide privacy notices to their clients. We
at Zenith consider privacy to be fundamental to our relationship with our clients. We are
committed to maintaining the confidentiality, integrity and security of our current and former
clients’ non-public information. Accordingly, we have developed internal polices to protect
confidentiality while allowing clients’ needs to be met. We will not disclose any non-public
personal information about clients, except to service providers as required by applicable law or
regulation. In the normal course of serving our clients, information we collect may be shared with
companies that perform various services such as accountants or auditors. Specifically, we may
disclose to these service providers non-public personal information including:

- Information Zenith receives from clients on managed account agreements and related forms
(such as name, address, Social Security/Tax identification number, birth date, assets, income and
investment experience); and

- Information about clients’ transactions with Zenith (such as account activity and account
balances).

Any party that receives this information will use it only for the services required and as allowed
by applicable law or regulation, and is not permitted to share or use this information for any other
purpose. To protect the personal information of individuals, we permit access only by authorized
employees who need access to that information to provide services to our clients and us. In order
to guard clients’ non-public personal information, we maintain physical, electronic and
procedural safeguards that comply with the U.S. federal standards. If the relationship between a
client and Zenith ends, Zenith will continue to treat clients’ personal information as described in
this notice. An individual client’s right to privacy extends to all forms of contact with Zenith
including telephone, written correspondence and electronic media, such as the internet. Zenith
reserves the right to change this privacy notice, and to apply changes to information previously
collected, as permitted by law. Zenith will inform clients of any such changes as required by law.




                                                                                                E-1
                                     Zenith Resources II, LP

								
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