AGREEMENT
      OF LIMITED PARTNERSHIP

     

    OF

     

    ALGATEC
      EQUITY PARTNERS, L.P. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    
      	 	 	 	
              Page
                No.

            
	 	 	 	 
	
              ARTICLE
                I ADDITIONAL DEFINITIONS

            	
              1

            
	 	
              Section
                1.1.

            	
              Definitions.

            	
              1

            
	 	 
	
              ARTICLE
                II FORMATION; NAME AND OFFICE; PURPOSE

            	
              9

            
	 	
              Section
                2.1.

            	
              Formation
                of the Partnership.

            	
              9

            
	 	
              Section
                2.2.

            	
              Name
                and Office.

            	
              9

            
	 	
              Section
                2.3.

            	
              Registered
                Agent and Office.

            	
              9

            
	 	
              Section
                2.4.

            	
              Office
                for Records.

            	
              10

            
	 	
              Section
                2.5.

            	
              Purpose.

            	
              10

            
	 	
              Section
                2.6.

            	
              Authority
                of the Partnership.

            	
              10

            
	 	
              Section
                2.7.

            	
              Authorization
                of Transactions.

            	
              10

            
	 	 
	
              ARTICLE
                III TERM

            	
              12

            
	 	
              Section
                3.1.

            	
              Term.

            	
              12

            
	 	 
	
              ARTICLE
                IV GENERAL PARTNER AND LIMITED PARTNERS

            	
              13

            
	 	
              Section
                4.1.

            	
              General
                Partner.

            	
              13

            
	 	
              Section
                4.2.

            	
              Limited
                Partners.

            	
              13

            
	 	 
	
              ARTICLE
                V CAPITAL CONTRIBUTIONS

            	
              14

            
	 	
              Section
                5.1.

            	
              Contributions
                of Partners.

            	
              14

            
	 	
              Section
                5.2.

            	
              Partner
                Loans.

            	
              14

            
	 	
              Section
                5.3.

            	
              No
                Right to Return or Withdrawal of Capital Contributions.

            	
              14

            
	 	
              Section
                5.4.

            	
              Additional
                Capital Contributions. Error! Bookmark not defined.

            
	 	
              Section
                5.5.

            	
              Capital
                Accounts.

            	
              15

            
	 	
              Section
                5.6.

            	
              Interest.

            	
              16

            
	 	 
	
              ARTICLE
                VI LIMITED PARTNERS

            	
              16

            
	 	
              Section
                6.1.

            	
              Powers.

            	
              16

            
	 	
              Section
                6.2.

            	
              Limitation
                of Liability.

            	
              16

            
	 	
              Section
                6.3.

            	
              Competing
                Business.

            	
              16

            
	 	 
	
              ARTICLE
                VII GENERAL PARTNER

            	
              17

            
	 	
              Section
                7.1.

            	
              Powers;
                Actions.

            	
              17

            
	 	
              Section
                7.2.

            	
              General
                Duties and Obligations of the General Partner.

            	
              19

            
	 	
              Section
                7.3.

            	
              Restrictions
                on General Partner.

            	
              20

            
	 	
              Section
                7.4.

            	
              Management
                Fee; Expenses.

            	
              20

            
	 	
              Section
                7.5.

            	
              Liability;
                Indemnification.

            	
              21

            
	 	 
	
              ARTICLE
                VIII REPRESENTATIONS; WARRANTIES; COVENANTS

            	
              21

            
	 	
              Section
                8.1.

            	
              Representations
                and Warranties of Limited Partners.

            	
              21

            
	 	
              Section
                8.2.

            	
              Indemnification
                for Breach of Representation or Warranty.

            	
              22

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              ARTICLE
                IX ALLOCATIONS OF PROFITS; LOSSES; DISTRIBUTIONS

            	
              23

            
	 	
              Section
                9.1.

            	
              Allocations
                of Profits and Losses.

            	
              23

            
	 	
              Section
                9.2.

            	
              Distributions.

            	
              27

            
	 	
              Section
                9.3.

            	
              Division
                and Treatment of Allocations and Distributions.

            	
              28

            
	 	 
	
              ARTICLE
                X DISPOSITION OF A LIMITED PARTNER'S INTEREST AND
                WITHDRAWAL

            	
              28

            
	 	
              Section
                10.1.

            	
              Restrictions
                on Transfer.

            	
              28

            
	 	
              Section
                10.2.

            	
              Substitute
                Limited Partners; Other Transferees; Transferor.

            	
              28

            
	 	
              Section
                10.3.

            	
              Death
                or Divorce of a Limited Partner.

            	
              29

            
	 	
              Section
                10.4

            	
              Tag-Along
                Rights.

            	
              30

            
	 	 
	
              ARTICLE
                XI DISPOSITION OF GENERAL PARTNER'S INTEREST AND
                WITHDRAWAL

            	
              31

            
	 	
              Section
                11.1.

            	
              Limitations
                on Transfer.

            	
              31

            
	 	
              Section
                11.2.

            	
              Events
                of Withdrawal.

            	
              31

            
	 	
              Section
                11.3.

            	
              Continuing
                Obligation.

            	
              33

            
	 	 
	
              ARTICLE
                XII DISPOSITION OF ANY PARTNER'S INTEREST; PROCEDURES; EFFECT;
                POWERS

            	
              33

            
	 	
              Section
                12.1.

            	
              Procedures.

            	
              33

            
	 	
              Section
                12.2.

            	
              Effects
                of Transfers.

            	
              33

            
	 	
              Section
                12.3.

            	
              Effectuating
                Action.

            	
              34

            
	 	 
	
              ARTICLE
                XIII DISSOLUTION

            	
              34

            
	 	
              Section
                13.1.

            	
              Liquidation
                of Partnership.

            	
              34

            
	 	
              Section
                13.2.

            	
              Procedures
                on Liquidation.

            	
              34

            
	 	
              Section
                13.3.

            	
              No
                Release.

            	
              35

            
	 	 
	
              ARTICLE
                XIV ACCOUNTS AND RECORDS; ACCOUNTANTS; REPORTS

            	
              35

            
	 	
              Section
                14.1.

            	
              Accounting
                Methods; Fiscal Year.

            	
              35

            
	 	
              Section
                14.2.

            	
              Records
                and Books of Account.

            	
              35

            
	 	
              Section
                14.3.

            	
              Elections
                and Adjustments.

            	
              36

            
	 	
              Section
                14.4.

            	
              Tax
                Returns.

            	
              36

            
	 	
              Section
                14.5.

            	
              Reports.

            	
              36

            
	 	
              Section
                14.6.

            	
              Tax
                Matters Partner.

            	
              37

            
	 	
              Section
                14.7.

            	
              Partnership
                Funds.

            	
              37

            
	 	 
	
              ARTICLE
                XV CONSENT OF THE LIMITED PARTNERS

            	
              37

            
	 	 
	
              ARTICLE
                XVI MISCELLANEOUS

            	
              37

            
	 	
              Section
                16.1.

            	
              Recipient
                of Distributions and Payments.

            	
              37

            
	 	
              Section
                16.2.

            	
              Communications.

            	
              37

            
	 	
              Section
                16.3.

            	
              Dispute
                Resolution; Arbitration.

            	
              38

            
	 	
              Section
                16.4.

            	
              Entire
                Agreement; Applicable Law; Effect.

            	
              39

            
	 	
              Section
                16.5.

            	
              Modification;
                Waiver or Termination.

            	
              39

            
	 	
              Section
                16.6.

            	
              Counterparts.

            	
              40

            


    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    


    
      	 	
              Section
                16.7.

            	
              Separability.

            	
              40

            
	 	
              Section
                16.8.

            	
              Article
                and Section Headings.

            	
              40

            
	 	
              Section
                16.9.

            	
              Word
                Meanings.

            	
              40

            
	 	
              Section
                16.10.

            	
              Exhibits.

            	
              40

            
	 	
              Section
                16.11.

            	
              Survival
                of Covenants, Etc.

            	
              40

            
	 	
              Section
                16.12.

            	
              Further
                Actions.

            	
              40

            
	 	
              Section
                16.13.

            	
              Deadlines.

            	
              40

            
	 	
              Section
                16.14.

            	
              Consent
                to Multi-Party Representation.

            	
              40

            


    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    AGREEMENT
      OF LIMITED PARTNERSHIP

    OF

    ALGATEC
      EQUITY PARTNERS, L.P.

     

    This
      Agreement of Limited Partnership (this “Agreement”)
      is
      made as of October 30, 2008 (the “Effective
      Date”),
      by
      and among ALGATEC
      MANAGEMENT, LLC,
      a
      Delaware limited liability company (together with any successor general partner
      of the Partnership, the “General
      Partner”),
      and
      the Limited Partners (as hereinafter defined). The General Partner and the
      Limited Partners are collectively referred to herein as the “Partners.”
      Certain capitalized terms used herein are defined in Article
      I.

     

    NOW,
      THEREFORE, the parties, intending to be legally bound, hereby agree as
      follows:

     

    ARTICLE
      I 

    ADDITIONAL
      DEFINITIONS

     

    Section
      1.1. Definitions.

     

    The
      defined terms used in this Agreement shall, unless the context otherwise
      requires, have the respective meanings specified in this Section
      1.1.

     

    “Accounting
      Period”
means
      the twelve (12) consecutive month period ending December 31st,
      except
      that the initial Accounting Period shall commence on the Effective Date of
      the
      Partnership and shall end December 31, 2008.

     

    “Additional
      Capital Contribution”
means
      any one or more cash investments made by a Limited Partner in accordance with
      this Agreement following the expiration of the Offering Period.

     

    “Adjusted
      Capital Account Deficit”
means,
      with respect to any Partner, the deficit balance, if any, in such Partner's
      Capital Account as of the end of the relevant fiscal period, after giving effect
      to the following adjustments:

     

    (a) Credit
      to
      such Capital Account any amounts which such Partner is deemed to be obligated
      to
      restore for purposes of Treasury Regulations Section 1.704-1(b)(2)(ii)(c),
      including such Partner's share of the Partner Minimum Gain; and

     

    (b) Debit
      to
      such Capital Account the items described in Treasury Regulations Sections
      1.704-1(b)(2)(ii)(d)(4), (5) and (6).

     

    The
      foregoing definition of “Adjusted
      Capital Account Deficit”
is
      intended to comply with the provisions of Treasury Regulations Section
      1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
      therewith.

     

    “Affiliate”
means
      with respect to any Person, a Person that directly or indirectly, through one
      or
      more intermediaries, controls, is controlled by, or is under common control
      with
      the Person in question. As used herein, the term “control” means the possession,
      directly or indirectly, of the power to direct or cause the direction of the
      management and policies of a Person, whether through ownership of voting
      securities or interests, by contract, or otherwise.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Algatec”
-
      shall
      mean ALGATEC SOLAR AG, a stock corporation (Aktiengesellschaft) organized under
      the laws of Germany, registered with the commercial register (Handelsregister)
      of the local court (Amtsgericht) of Cottbus under registration number HRB 8146
      CB and having its registered office (Sitz) in Röderland, Germany

     

    “Algatec
      Capital Contribution”
-
      shall
      mean the €2,475,000 capital contribution to be made by the Partnership to the
      capital reserves of Algatec on the First Closing Date under the Share Purchase
      Agreement.

     

    “Algatec
      Financing”
-
      shall
      mean any form of senior secured debt or equity financing that contains terms
      and
      conditions that are acceptable to both the Partnership (acting through the
      General Partner), and the Management Stockholders, pursuant to which up to
      €36,500,000 (USD $50,000,000) shall be made available to Algatec to (A)
      construct the Plant Addition, and (B) purchase the Equipment
      Additions..

     

    “Algatec
      Shares”
-
      shall
      mean such amount and number of shares of capital stock of Algatec to be issued
      to the Partnership under the Securities Purchase Agreement as shall represent
      exactly forty-nine percent (49%) of the issued and outstanding share capital
      of
      Algatec, after
      giving
      effect to (i) such purchase by the Partnership, and (ii) the potential issuance
      of any additional Algatec Shares under any options, warrants or other rights
      to
      purchase Algatec Shares or any other loans, preferred stock or other securities
      convertible into or exchangeable for Algatec Shares, that are or may be
      outstanding as at the First Closing Date or the Second Closing Date (the
“Adjustments”);
      provided,
      however,
      that if
      the Partnership shall fail or refuse to make the Loan on the Second Closing
      Date, the Algatec Shares shall be limited to exactly twenty-seven and one-half
      percent (27.5%) of the issued and outstanding share capital of Algatec, after
      giving effect to the Adjustments.

    


    “Algatec
      Stockholders”
-
      shall
      mean the collective reference to the Management Stockholders, the Partnership
      and any other Person owning shares of capital stock of Algatec as at the First
      Closing Date.

    “Agreement”
means
      this Agreement of Limited Partnership, as originally executed and as hereafter
      amended or modified from time to time.

     

    “Allocable
      Share”
as
      applied to each of the Limited Partners, means the percentage interest of such
      Limited Partner in all Partnership Profits and Losses and Property Available
      for
      Distribution, determined as at any period of time by dividing (a) the positive
      Capital Account balance of such Limited Partner, by (b) the aggregate positive
      Capital Account balances of all Limited Partners.

     

    “Bankruptcy”
shall
      be deemed to have occurred as to any Person when (a) such Person makes a general
      assignment for the benefit of creditors; (b) such Person files a voluntary
      bankruptcy petition; (c) such Person becomes the subject of an order for relief
      or is declared insolvent in any federal or state bankruptcy or insolvency
      proceeding; (d) such Person files a petition or answer seeking its
      reorganization, arrangement, composition, readjustment, liquidation,
      dissolution, or similar relief under any law; (e) such Person files an answer
      or
      other pleading admitting or failing to contest the material allegations of
      a
      petition filed against such Person in a proceeding of the types described in
      clauses (a) through (d) above; (f) such Person seeks, consents to, or acquiesces
      in the appointment of a trustee, receiver, or liquidator of such Person or
      of
      all or any substantial part of such Person's properties; (g) 60 days expire
      after the date of the commencement against such Person of a proceeding seeking
      reorganization, arrangement, composition, readjustment, liquidation, dissolution
      or similar relief under any law if the proceeding has not been previously
      dismissed; or (h) 60 days expire after the date of the appointment, without
      such
      Person's consent or acquiescence, of a trustee, receiver, or liquidator of
      such
      Person or of all or any substantial part of such Person's properties if the
      appointment has not previously been vacated or stayed, or 60 days expire after
      the date of expiration of a stay, if the appointment has not previously been
      vacated.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Base
      Rate”
means,
      as of any date, a variable rate per annum equal to the rate of interest most
      recently published by The
      Wall Street Journal
      as the
“prime rate” at large U.S. money center banks; provided, however, if
The
      Wall Street Journal
      is not
      being published as of the date of determination, then as reported by any U.S.
      money center bank reasonably selected by the General Partner.

     

    “Book
      Value”
means,
      with respect to any asset, the asset's adjusted basis for federal income tax
      purposes, except (a) the initial Book Value of any asset contributed by a
      Partner to the Partnership shall be the fair market value of such asset; (b)
      the
      Book Value of all Partnership assets shall be adjusted in the event of a
      revaluation as provided in Section
      5.5(d);
      (c) the
      Book Value of any Partnership asset distributed to any Partner shall be the
      fair
      market value of such asset on the date of distribution as determined by the
      General Partner; and (d) such Book Value shall be adjusted by the Depreciation
      taken into account with respect to such asset for purposes of computing Profits
      and Losses.

     

    “Capital
      Account”
means,
      with respect to any Partner, the account maintained for such Partner in a manner
      which the General Partner determines is in accordance with Treasury Regulations
      Section 1.704-1(b)(2)(iv) and Section
      5.5.

     

    “Capital
      Contribution”
or
      “Capital
      Contributions”
means,
      with respect to any Partner, the amount of money and the initial Book Value
      of
      any asset (other than money) contributed (or deemed contributed) to the
      Partnership by such Partner.

     

    “Property
      Available for Distribution”
means,
      for any period or at any time, such portion of the cash on hand or in bank
      accounts of the Partnership that: (a) has been derived from and in connection
      with: (i) one or more sales of the assets or securities of a Portfolio
      Investment or portions thereof by the Partnership or any direct or indirect
      Operating Subsidiary of the Partnership, (ii) any financing or refinancing
      of
      indebtedness (including Acquisition Financing) of any direct or indirect
      Operating Subsidiary of the Partnership owning title to a Portfolio Investment,
      or (iii) any other assets or activities of the Partnership; and (b) in the
      reasonable judgment of the General Partner, is available for distribution to
      the
      Partners after reasonable provision has been made for the current liabilities,
      obligations, and operating expenses of the Partnership and reasonable reserves
      (in the reasonable judgment of the General Partner) have been established for
      Partnership operating expenses, obligations, and liabilities.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Cash
      Portfolio Investment”
means
      the aggregate amount of cash invested on any one or more occasions by the
      Partnership in any one specific Portfolio Investment, whether such cash
      investment by the Partnership shall be in the form of equity and/or debt
      securities or any combination of the foregoing.

     

    “Certificate”
means
      the Certificate of Limited Partnership for the Partnership to be filed with
      the
      Secretary of State of the State of Delaware, as such Certificate shall be
      amended and filed from time to time.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time (or any
      corresponding provision or provisions of succeeding law).

     

    “Cumulative
      Net Loss”
means
      the amount, if any, by which the aggregate amount of Losses and other items
      of
      loss or deduction allocated to a Partner (or predecessor in interest) in the
      current and all prior Fiscal Years exceeds the aggregate amount of Profits
      and
      other items of income or gain allocated to such Partner (or predecessor in
      interest) in such period.

     

    “Depreciation”
means,
      for each Fiscal Year or other period, an amount equal to the depreciation,
      amortization or other cost recovery deduction allowable with respect to an
      asset
      for such year or other period; provided,
      however,
      except
      that if the Book Value of an asset differs from its adjusted basis for federal
      income tax purposes at the beginning of such year or other period (as a result
      of property contributions or adjustments to such values pursuant to Section
      5.5(d)),
      Depreciation shall be adjusted as necessary so as to be an amount which bears
      the same ratio to such beginning Book Value as the federal income tax
      depreciation, amortization, or other cost recovery deduction for such year
      or
      other period bears to such beginning adjusted tax basis; and provided further,
      that if the federal income tax depreciation, amortization, or other cost
      recovery deduction for such year or other period is zero, Depreciation for
      such
      year or other period shall be determined with reference to such beginning Book
      Value using any reasonable method selected by the General Partner.

     

    “Disposition”
means
      any transfer, pledge, mortgage, granting of a security interest or other
      encumbrance or any other disposition of all or any portion of an Interest
      whatsoever, whether voluntary or involuntary, including any disposition of
      an
      ownership interest in such Partner.

     

    “Distribution
      Event”
shall
      mean any one or more of the following events: (a) a Loan Repayment, (b)
      consummation of the transactions contemplated by the Share Exchange Agreement,
      (c) consummation of a Liquidity Event contemplated by the Share Purchase
      Agreement, or (d) consummation of a Liquidation of the Partnership.


     

    “DRLPA”
means
      the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et
      seq., as adopted and from time to time amended by the State of
      Delaware.

     

    “Effective
      Date”
means
      that date when (i) the Partnership shall have received cash subscriptions for
      not less than $3,200,000 of Partnership Interests, (ii) the General Partner
      shall have accepted such subscribers as Limited Partners the Partnership, and
      (iii) the General Partner shall have commenced the business of the Partnership;
      such date being the Effective Date of this Agreement.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    “Equipment
      Additions”
shall
      have the meaning set forth in the Share Purchase Agreement.

     

    “Event
      of Withdrawal”
means
      (a) the assignment by a General Partner of all of its rights as a General
      Partner, (b) the death of a General Partner that is a natural person, (c) the
      dissolution or termination of a General Partner that is not a natural person,
      (d) resignation or withdrawal of a General Partner, (e) the entry by a
      court of competent jurisdiction adjudicating a General Partner who is a natural
      person incompetent to manage the General Partner's person or property, (f)
      the
      Bankruptcy of a General Partner, or (g) the removal of the General Partner
      after
      the occurrence of any of the General Partner defaults.

     

    “Fiscal
      Year”
means
      the fiscal year of the Partnership as established in Section
      14.1.

     

    “General
      Partner”
means
      Algatec Management, LLC, a Delaware limited liability company, in its capacity
      as general partner of the Partnership, its permitted successors and assigns,
      and
      any replacement General Partner.

     

    “General
      Partner’s Interest”
means
      the Interest of the General Partner in Partnership Profits and Losses and
      Property Available for Distribution, representing five percent (5%) of such
      Profits and Losses and Property Available for Distribution.

     

    “IRS”
means
      the Internal Revenue Service.

     

    “Initial
      Capital Contribution”
means
      the aggregate cash investment made by each of the General Partner and each
      of
      the Limited Partners listed on Exhibit
      “A”
hereto
      as of the expiration of the Offering Period, representing the initial Capital
      Account of the General Partner and such Limited Partner(s).

     

    “Interest”
means
      the interest of a Partner in the Profits and Losses and Property Available
      for
      Distribution by the Partnership at any particular time, including the right
      of
      such Partner to any and all benefits to which a Partner may be entitled as
      provided in this Agreement, together with the obligations of such Partner to
      comply with all the terms and provisions of this Agreement, but excluding any
      rights as a creditor of the Partnership.

     

    “Limited
      Partner”
means
      the individual reference to each of the Limited Partners listed on Exhibit
      A
      annexed
      hereto, and their Permitted Transferees, successors and assigns, and any other
      Person who becomes a Limited Partner pursuant to the terms of this
      Agreement.

     

    “Limited
      Partners”
means
      the collective reference to all of the Limited Partners; being the Persons
      who
      have executed this Agreement and who are listed on Exhibit
      “A”
      hereto,
and
      their
      Permitted Transferees, successors and assigns, and any other Person who becomes
      a Limited Partner pursuant to the terms of this Agreement.

     

    “Limited
      Partner’s Interest”
means
      the Interest of each Limited Partner in Partnership Profits and Losses and
      Property Available for Distribution, representing such Limited Partner’s
      Allocable Share of ninety-five percent (95%) of such Profits and Losses and
      Property Available for Distribution.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Liquidity
      Event”
shall
      have the meaning as defined in the Share Purchsae Agreement.

     

    “Liquidation”
means
      the liquidation of the Partnership or the sale of all or substantially all
      of
      the assets or securities of the Partnership, including all Algatec Shares in
      one
      or more transactions; in each case, followed by the distribution of the assets
      of this Partnership in
      accordance with Article XIII of this Partnership Agreement.

     

    “Loan” 
      - shall
      mean a loan to be made by the Partnership under the Loan Agreement to Algatec
      in
      the principal amount of €2,000,000 (bearing interest at a rate of 6% per annum)
      (the “Loan
      Amount”);
      which
      Loan Amount shall be due on the earlier to occur of (y) consummation of the
      Algatec Financing, or (z) December 31, 2011. 

    


    “Loan
      Agreement”
shall
      mean the loan agreement, dated October 28, 2008 between Algatec, as borrower,
      and the Partnership, as lender, under which the Partnership has agreed to make
      the Loan to Algatec by November 30, 2008.

    


    “Highland
      Group -
      shall
      mean the collective reference to The Rubin Family Stock Trust, Sage Management
      LLC (“Sage”), Barry Pomerantz and their respective Affiliates and business
      associates, who own 100% of the members interests of the General
      Partner.

    


    “Management
      Stockholders”-
      shall
      mean the collective reference to Rainer Ruschke, Ullrich Jank, Stefan Malik
      and
      Andre Freud.

     

    “Minimum
      Capital Contribution”
means,
      with respect to each Limited Partner the sum of $50,000 as such Limited
      Partner’s Initial Capital Contribution; provided that the General Partner may,
      in the exercise of its sole discretion, accept a smaller Initial Capital
      Contribution from a Limited Partner of not less than $25,000.

     

    “Minimum
      Gain”
means,
      with respect to all nonrecourse liabilities of the Partnership, the minimum
      amount of gain that would be realized by the Partnership if the Partnership
      disposed of the Partnership property subject to such liability in full
      satisfaction thereof computed strictly in accordance with Treasury Regulation
      Sections 1.704-2(b) and 1.704-2(c).

     

    “Minimum
      Gain Share”
means,
      for each Partner, such Partner's share of Minimum Gain for the Fiscal Year
      (after taking into account any decrease in Minimum Gain for such year), as
      determined under Treasury Regulations Section 1.704-2(b)(2).

     

    “Minimum
      Offering Completion Date”
shall
      mean Thursday, October 30, 2008, unless such date shall be extended by mutual
      agreement of the General Partner and Algatec. 

     

    “New
      Allocation”
shall
      mean an amendment to allocations of items as described in Section
      9.1(e).

     

    “Nonrecourse
      Deductions”
means,
      for each Fiscal Year or other period, an amount of Partnership deductions that
      is characterized as “nonrecourse deductions” under Treasury Regulations
      Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a
      Partnership Fiscal Year equals the net increase, if any, in the amount of
      Partnership Minimum Gain during that Fiscal Year, determined according to the
      provisions of Section 1.704-2(b)(2) of the Treasury
      Regulations.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    “Offering
      Period”
means
      the period that commenced on the Effective Date of this Agreement and ended
      on
      the earliest
      to
      occur
      of (a) the receipt by the Partnership of Initial Capital Contributions from
      Limited Partners aggregating $6,000,000, (b) December 31, 2008, or (c) the
      election of the General Partner to terminate the offering of Limited Partners’
Interests in the Partnership.

     

    “Partner
      Minimum Gain”
means
      an amount determined by computing, with respect to each Partner Nonrecourse
      Debt, the Minimum Gain that would result if such Partner Nonrecourse Debt were
      treated as a nonrecourse liability, determined in accordance with Treasury
      Regulations Section 1.704-2(b).

     

    “Partner
      Nonrecourse Debt”
means
      nonrecourse Partnership debt for which one or more Partners bears an economic
      risk of loss, as defined in Treasury Regulations Section
      1.704-2(b)(4).

     

    “Partner
      Nonrecourse Deductions”
means,
      for each Fiscal Year, the Partnership deductions which are attributable to
      Partner Nonrecourse Debt and are characterized as “partner nonrecourse
      deductions” under Treasury Regulations Section 1.704-2(b).

     

    “Partners”
means
      the General Partner and the Limited Partners.

     

    “Partnership”
means
      this limited partnership, as the same may from time to time be constituted
      and,
      if necessary, reconstituted.

     

    “Partnership
      Interest”
means
      the percentage interest of each Partner in the profits, losses and capital
      of
      the Partnership. For the avoidance of doubt, (a) the Partnership Interest of
      the
      General Partner shall be five (5%) percent, and (b) the Partnership Interest
      of
      all Limited Partners shall be ninety-five (95%), and each $50,000 Capital
      Contribution by a Limited Partner shall represent a 0.791666% percentage
      interest in the profits, losses and capital of the Partnership.

     

    “Permitted
      Transfer”
means
      any of the following:

     

    (a) any
      sale
      or assignment to any entity, a substantial part of the equity of which or voting
      control of which is owned, directly or indirectly, by a Partner and/or anyone
      related to such Partner by marriage, blood within the second degree of
      consanguinity or affinity or a trust for same; 

     

    (b) any
      sale
      or assignment to any trust, the beneficiaries of which are a Partner and/or
      anyone related to such Partner by marriage or blood within the second degree
      of
      consanguinity or affinity; or 

     

    (c) any
      sale,
      assignment, transfer or pledge of any Interest of a Partner (i) to an Affiliate
      of such Partner, or (ii) to another Partner or to an Affiliate of another
      Partner; 


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    “Permitted
      Transferee”
is
      any
      Person who receives an Interest in the Partnership pursuant to a Permitted
      Transfer.

     

    “Person”
means
      an individual, firm, corporation, partnership, limited liability company, trust
      or other legal entity.

     

    “Profits”
and
      “Losses”
mean,
      for each Fiscal Year or other period, an amount equal to the Partnership's
      taxable income or loss for such year or period, determined in accordance with
      Code Section 703(a) (for this purpose, all items of income, gain, loss, or
      deduction required to be stated separately pursuant to Code Section 703(a)(1)
      shall be included in taxable income or loss), with the following
      adjustments:

     

    (a) Any
      income of the Partnership that is exempt from federal income tax and not
      otherwise taken into account in computing Profits or Losses pursuant to this
      definition shall be added to such taxable income or loss;

     

    (b) Any
      expenditures of the Partnership described in Code Section 705(a)(2)(B) or
      treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury
      Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account
      in computing Profits or Losses pursuant to this definition, shall be subtracted
      from such taxable income or loss;

     

    (c) Gain
      or
      loss resulting from any disposition of Partnership property with respect to
      which gain or loss is recognized for federal income tax purposes shall be
      computed by reference to the Book Value of the property disposed of,
      notwithstanding that the adjusted tax basis of such property differs from such
      Book Value;

     

    (d) In
      lieu
      of the depreciation, amortization, and other cost recovery deductions taken
      into
      account in computing such taxable income or loss, there shall be taken into
      account Depreciation for such Fiscal Year or other period, computed in
      accordance with the definition of “Depreciation”
herein;
      and

     

    (e) Notwithstanding
      any other provision of this definition, any items which are specially allocated
      pursuant to Sections
      9.1(b)(ii), (iii), (iv), (v)
      and
(vi)
      shall
      not be taken into account in computing Profits or Losses.

     

    “Plant
      Addition”
      means the construction of an additional plant facility adjacent to Algatec’s
      existing plant facility in Prosen, Germany, as contemplated by the Algatec
      Financing and the Share Purchase Agreement.

     

    “Property
      Available for Distribution”
means
      any and all cash, marketable securities or other property available for
      distribution to the Partners, including, without limitation, any Algatec Shares,
      shares of capital stock of Solar Thin or securities of any other
      Person.

     

    “Required
      Approval”
means
      the written approval or written consent of those Limited Partners holding in
      the
      aggregate more than fifty percent (50%) of the Limited Partnership Interests
      in
      the Partnership.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    “Share
      Exchange Agreement”
-
      means
      the share exchange agreement, dated as of October 28, 2008 among the
      Partnership, Solar Thin and the Management Stockholders.

     

    “Share
      Purchase Agreement”
-
      means
      the share purchase agreement, dated as of October 28, 2008 among the
      Partnership, Algatec, the Management Stockholders and Roland Richter, Esq.,
      as
      trustee, pursuant to which, inter alia, the Partnership has agreed to purchase
      the Algatec Shares, make the Algatec Capital Contribution and the
      Loan.

     

    “Solar
      Thin”
-
      means
      Solar Thin Films, Inc., a Delaware corporation.

     

    “Subsidiary”
means
      any Person, 50% or more of the issued and outstanding capital stock, members
      interests or other equity of which shall be owned directly by the Partnership
      or
      indirectly by the Partnership through one or more Subsidiaries. 

     

    “Substitute
      Limited Partner”
means
      any Person admitted to the Partnership as a Limited Partner pursuant to the
      provisions of Section
      10.2.

     

    “Treasury
      Regulations”
means
      the Income Tax Regulations promulgated under the Code, as such regulations
      may
      be amended from time to time (including corresponding provisions of succeeding
      regulations).

     

    “Total
      Capital Contribution”
means,
      with respect to any Limited Partner, the sum of (a) the Initial Capital
      Contribution and (b) any Additional Capital Contribution made by such Limited
      Partner.

     

    “Unpaid
      Capital Contributions”
means
      the Total Capital Contribution of each of the Partners which have not been
      repaid to such Partner pursuant to Section
      9.2(a)
      or
Section
      13.2(b),
      for the
      periods commencing on the date such Total Capital Contributions are provided
      to
      the Partnership and ending on the date such Total Capital Contributions (or
      portion thereof) are repaid to the respective Partner, less all
      amounts paid to the Partner pursuant to Section
      5.3(b) Section
      9.2(a)
      and
Section
      13.2(b).

     

    ARTICLE
      II 

    FORMATION;
      NAME AND OFFICE; PURPOSE

     

    Section
      2.1. Formation
      of the Partnership.
      The
      Partnership will be formed in accordance with and pursuant to DRLPA for the
      purpose and upon the terms and conditions herein set forth when this Agreement
      is executed by the Partners.

     

    Section
      2.2. Name
      and Office.
      The
      name
      of the Partnership is Algatec Strategic Opportunity Fund, L.P., or such other
      name as the General Partner shall hereafter designate by notice to the Limited
      Partners and by amendment to the Certificate. The principal place of business
      of
      the Partnership shall be c/o Algatec Capital Management, LLC, 445 Central
      Avenue, Suite 108, Cedarhurst, New York 11516, or such other place as the
      General Partner may from time to time designate in a notice to the Limited
      Partners.

     

    Section
      2.3. Registered
      Agent and Office.
      The
      address of the registered office of the Partnership is c/o Algatec Capital
      Management, LLC, 445 Central Avenue, Suite 108, Cedarhurst, New York 11516,
      and
      the name and address of the registered agent for service of process required
      to
      be maintained by DRLPA is: Barry Pomerantz. The General Partner may designate
      a
      new registered agent and/or office of the Partnership by giving notice to the
      Limited Partners and filing a proper amendment to the Certificate with the
      Secretary of State of Delaware.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Section
      2.4. Office
      for Records.
      The
      address of the principal office of the Partnership where records are to be
      kept
      or made available is c/o Algatec Capital Management, LLC, 445 Central Avenue,
      Suite 108, Cedarhurst, New York 11516, or such other address as the General
      Partner may determine by giving notice to the Limited Partners and filing a
      proper amendment to the Certificate with the Secretary of State of
      Delaware.

     

    Section
      2.5. Purpose.
      The
      Partnership's business and purpose shall consist solely of acquiring, owning
      and
      selling or otherwise disposing of the Algatec Shares, making the Algatec Capital
      Contribution and the Loan to Algatec, and engaging in such other activities
      as
      may be reasonably related or incident thereto, and for no other
      purpose.

     

    Section
      2.6. Authority
      of the Partnership.
      To
      carry
      out its purpose as set forth in Section
      2.5
      and not
      in limitation thereof, the Partnership is empowered and authorized to do any
      and
      all acts and things necessary, appropriate, proper, advisable, incidental to
      or
      convenient for the furtherance and accomplishment of its purpose, and for the
      protection and benefit of the Partnership, in accordance with and subject to
      the
      limitations in this Agreement and in accordance with the DRLPA.

     

    Section
      2.7. Authorization
      of Transactions.

     

    (a) Sale
      of Partnership Interests; Authority of General Partner.
      

     

    (i) During
      the Offering Period, the General Partner is hereby authorized to effect sales
      of
      Partnership Interests in the Partnership at $50,000 per full Partnership
      Interest, or such lesser amount for fractional Partnership Interests as the
      General Partner shall determine, in the exercise of its sole discretion;
provided,
      that
      the minimum Partnership Interest to be sold to each Limited Partner shall be
      one-half Partnership Interest for $25,000. In connection with such sales, the
      General Partner is authorized to admit additional Limited Partners to the
      Partnership until an aggregate of 120 full Partnership Interests shall have
      been
      sold for an aggregate amount not to exceed $6,000,000. 

     

    (ii) On
      or
      before 5:00 p.m. (New York City time) on the Minimum Offering Completion Date,
      not less than a minimum of 64 full Partnership Interests aggregating $3,200,000
      (the “Minimum
      Offering”)
      shall
      have been sold and Limited Partners subscribing to such Minimum Offering shall
      have been admitted to the Partnership by the General Partner. Pending completion
      of the Minimum Offering, all subscriptions shall be placed in escrow pursuant
      to
      an escrow agreement among the Partnership, Hodgson Russ LLP, as escrow agent
      and
      each subscribing Limited Partner (the “Escrow
      Agreement”).
      In
      the event that proceeds constituting the Minimum Offering shall not be deposited
      under the Escrow Agreement by the expiration of the Minimum Offering Completion
      Date, the escrow agent shall refund all such proceeds to subscribing Limited
      Partners, without interest or deduction. 


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (iii) In
      the
      event that proceeds constituting the Minimum Offering shall have been deposited
      under the Escrow Agreement by the expiration of the Minimum Offering Completion
      Date, the General Partner is hereby expressly authorized and directed to
      unilaterally instruct the escrow agent to remit all of the Minimum Offering
      proceeds to Algatec or as otherwise provided under the Share Purchase Agreement
      if, in the sole discretion of the General Partner, the transactions required
      to
      be consummated at the “First Closing” (as defined in the Share Purchase
      Agreement) shall have been duly and validly completed. No further consent or
      other approval of Limited Partners shall be required in order for the escrow
      agent to remit such Minimum Offering proceeds to Algatec.

     

    (iv) The
      Effective Date and the business of the Partnership shall not commence until
      the
      Minimum Offering of 64 full Partnership Interests aggregating $3,200,000 shall
      have been sold and such Limited Partners shall have been admitted to the
      Partnership by the General Partner. The General Partner is further authorized
      to
      pay to registered broker/dealers or other Persons legally entitled to receive
      compensation, sales commissions and finders fees not exceeding nine percent
      (9%)
      of the price of each full Partnership Interest; provided, that no such fees,
      commissions or other compensation relating to sale of Partnership Interests
      may
      be paid to employees, members or other Affiliates of the General Partner.


     

    (v) Following
      completion of the First Closing under the Share Purchase Agreement, the General
      Partner shall continue to offer Limited Partnership Interests in the Partnership
      until an additional $2,800,000 of subscriptions to Limited Partners Interests
      shall have been received by the Partnership (the “Additional
      Subscriptions”).
      Such
      Additional Subscriptions, as received, shall be placed in escrow under the
      Escrow Agreement until an aggregate of $2,800,000 of Additional Subscriptions
      shall have been received by the “Second Closing Date” as defined in the Share
      Purchase Agreement. In the event that proceeds constituting the Additional
      Subscriptions shall have been deposited under the Escrow Agreement by the Second
      Closing Date, the General Partner is expressly authorized and directed to
      unilaterally instruct the Escrow Agent to remit all of the Additional
      Subscription proceeds to Algatec or as otherwise provided under the Share
      Purchase Agreement and the Loan Agreement, if, in the sole discretion of the
      General Partner, the transactions required to be consummated at the “Second
      Closing” (as defined in the Share Purchase Agreement) shall have been duly and
      validly completed. 

    


    (vi) Pending
      the November 30, 2008 Second Closing Date under the Share Purchase Agreement,
      the Escrow Agent shall hold the Additional Subscriptions funds such Second
      Closing Date. In the event that proceeds constituting the $2,800,000 of
      Additional Subscriptions shall not
      have
      been deposited under the Escrow Agreement by the Second Closing Date, unless
      otherwise advised in writing by both the General Partner and Algatec that
      either: 

    


    (A) the
      Second Closing Date has been extended and the Escrow Agent is instructed to
      retain such funds under the Escrow Agreement to a date not to exceed 5:00 p.m.
      (New York City time) on December 31, 2008, or 

    


    (B) the
      Loan
      Amount under the Loan Agreement has been reduced to the amount of Additional
      Subscriptions then held as escrow funds and the Escrow Agent is instructed
      to
      release such funds under this Escrow Agreement to Algatec, 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    the
      Escrow Agent shall, as soon as reasonably practicable following such Second
      Closing Date Date, refund all Additional Subscriptions to the Limited Partners
      who have executed this Agreement and the Escrow Agreement and deposited funds
      under the Escrow Agreement, without interest or deduction.

    


    (vii) Each
      Limited Partner executing this Agreement, does hereby expressly and irrevocably
      authorize the General Partner to unilaterally direct and authorize the Escrow
      Agent to follow the written instructions and directions of the General Partner
      and Algatec in respect of the foregoing matters as provided in the Escrow
      Agreement, and does hereby acknowledge and agree that no further consent or
      other approval of such Limited Partner(s) shall be required in order for the
      Escrow Agent to remit the proceeds of the Minimum Offering and any Additional
      Subscriptions to Algatec at either the First Closing or the Second Closing
      under
      the Share Purchase Agreement and/or the Loan Agreement.

    


       (b) Acquisition
      of Algatec Shares, Capital Contribution, Loan and other Actions.
      The
      Partnership is authorized, to (i) purchase the Algatec Shares, (ii) make the
      Algatec Capital Contribution, (iii) enter into the Loan Agreement and make
      the
      Loan, (iv) sell or otherwise deal with any or all of the Algatec Shares or
      any
      portions thereof, (v) refinance on any one or more occasions any one or more
      Algatec Shares, Loan or any other indebtedness whether or not secured by liens
      on Algatec Shares, and (vi) take any and all actions in connection therewith.
      

    


    (c) In
      connection with any of the above transactions, the General Partner is authorized
      and directed to execute such agreements, documents, certificates, and other
      documents or instruments as may be necessary or desirable in the reasonable
      judgment of the General Partner in order to consummate the transactions
      contemplated by this Section
      2.7.
      The
      execution by the General Partner of such agreements shall be conclusive proof
      that the General Partner has determined that such agreements are in the best
      interests of the Partnership.

    


    ARTICLE
      III 

    TERM

     

    Section
      3.1. Term.
      The
      term
      of the Partnership commenced upon the filing of the Certificate and shall
      continue until the occurrence of any one of the following events of
      dissolution:

     

    (a) consummation
      of the transactions contemplated by the Share Exchange Agreement;

     

    (b) a
      Liquidity Event, as contemplated by the Share Purchase Agreement;

     

    (c) the
      distribution by the General Partner of all of the Algatec Shares to the
      Partners;

     

    (d) an
      Event
      of Withdrawal of a General Partner, unless the Partnership is continued pursuant
      to Section
      11.2(a);


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (e) the
      election by the General Partner and a Required Approval to dissolve the
      Partnership;

     

    (f) a
      decree
      of court;

     

    (g) a
      Liquidation event; or

     

    (h) in
      accordance with the provisions of DRLPA not inconsistent with this
      Agreement.

     

    ARTICLE
      IV 

    GENERAL
      PARTNER AND LIMITED PARTNERS

     

    Section
      4.1. General
      Partner.

     

    (a) The
      General Partner is and shall be Algatec Management, LLC, a Delaware limited
      liability company, whose business address is 445 Central Avenue, Suite 108,
      Cedarhurst, New York 11516.

     

    (b) The
      General Partner’s Interest shall be five percent (5%) of all Profits and Loss
      and Property Available for Distribution of the Partnership.

     

    Section
      4.2.
       Limited
      Partners.

     

    (a) The
      Limited Partners are and shall be the Persons listed as Limited Partners on
      Exhibit
      “A”
      attached
      hereto and made a part hereof, whose address are set forth on Exhibit
      “A”
      attached
      hereto and incorporated herein. 

    


    (b) As
      at the
      Effective Date of this Agreement, such Limited Partners’ Interests shall be
      allocated among those Limited Partners as set forth on Exhibit
      “A”
      attached
      hereto. Such Exhibit
      “A”
and
      the
      allocation of Profits and Loss and Property Available for Distribution of the
      Partnership among the Limited Partners supplemented and amended by the General
      Partner from time to time as additional Limited Partners are admitted to the
      Partnership.

     

    (c) As
      provided in Section
      2.7(a) above,
      the General Partner is hereby authorized during the Offering Period to admit
      additional Limited Partners and to amend and supplement Exhibit
      “A”
      as such
      new and additional Limited Partners are admitted to the Partnership. The
      Interests of each Limited Partner in the Profits and Loss and Property Available
      for Distribution shall be determined on any given occasion based upon each
      Limited Partner’s Allocable Share.

    


    (d) Each
      Limited Partner’s Allocable Share of all Profits, Losses and Property Available
      for Distribution shall be set forth from time to time on Exhibit “A” hereto and
      shall represent, as to all Limited Partners an aggregate of ninety-five percent
      (95%) of all Partnership Profits, Loss and Property Available for Distribution.
      


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    ARTICLE
      V 

    CAPITAL
      CONTRIBUTIONS

     

    Section
      5.1. Contributions
      of Partners.

     

    (a) Initial
      Capital Contribution of General Partner.
      Upon
      its execution of this Agreement, the General Partner shall make a $165,000
      initial Capital Contribution to the Partnership set forth opposite its name
      in
Exhibit
      “A”
      attached
      hereto and such amount, when so contributed, shall constitute the initial
      Capital Account of the General Partner. Such Capital Contribution shall be
      evidenced by the General Partner’s 6% promissory note due December 31, 2010 and
      guaranteed severally (not jointly and severally) by the individual members
      of
      the General Partner, as their individual members interests in the the General
      Partner bear to the total outstanding members interest in the General Partner
      (the “General
      Partner’s Note”).

     

    (b) Initial
      Capital Contributions of Limited Partners.
      Upon
      execution of this Agreement, each Limited Partner shall make an Initial Capital
      Contribution to the Partnership in cash, in the respective amounts set opposite
      such Limited Partner’s name on Exhibit
      “A”
      attached
      hereto and such amounts, when so contributed, shall constitute the initial
      Capital Accounts of such Limited Partners. The Initial Capital Contribution
      of
      each Limited Partner shall entitle such Limited Partner to a pro
      rata
      amount
      of Limited Partners’ Interest with other Limited Partners and shall be identical
      in all respects to the other Limited Partners’ Interests. Certain Affiliates of
      the General Partner, including The Rubin Family Irrevocable Stock Trust and
      Scott Galin, shall purchase Limited Partners’ Interests and make a $2,800,000
      Initial Capital Contribution to the Partnership on the same terms and conditions
      as all of other Limited Partners.

     

    Section
      5.2. Partner
      Loans.

     

    (a) Authorization.
      The
      Partnership shall be authorized to borrow money, if necessary, from any Partner
      or any Affiliate of any Partner for authorized Partnership purposes to the
      extent reasonably deemed required by the General Partner. The amount of any
      loan
      made to the Partnership by a Partner shall not be considered an increase in
      such
      Partner's Capital Account or otherwise a contribution to the Partnership, nor
      shall the making of such loan affect the Interests of the Partners. No Partner
      shall be obligated to make any loans to the Partnership. 

     

    (b) Terms.
      If a
      Partner makes a loan to the Partnership as permitted by Section 5.2(a),
      such
      Partner shall be entitled to receive interest for such loan at a rate agreed
      by
      the General Partner and such Partner, and if not so agreed shall bear interest
      at a rate equal to the lesser of the Base Rate plus two (2%) percent per annum
      or the maximum non-usurious rate. If the General Partner or its Affiliate shall
      make a loan to the Partnership, such loan shall bear interest equal to the
      Base
      Rate plus two (2%) percent. A Partner may not receive any security from the
      Partnership for such loan. All loans from a Partner, together with interest
      thereon, shall be repaid prior to making any distributions to
      Partners.

     

    Section
      5.3. Withdrawal
      of Capital Contributions and Partial Return of Initial Capital
      Contributions.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (a) Except
      as
      set forth below in this Section
      5.3,
      none of
      the Partners shall be entitled to demand a refund or return of any Capital
      Contributions or to withdraw any part of his, her or its Capital Account nor
      to
      receive any distribution from the Partnership. The General Partner shall not,
      under any circumstances, be personally liable for the return of the Capital
      Contributions of the Limited Partners, or any portion thereof, nor shall any
      Limited Partner be personally liable to any Limited Partner for the payment
      of
      any Preferred Payments or other Property Available for Distribution; it being
      expressly understood that any such payments shall be made solely from
      Partnership assets, nor shall the General Partner be required to pay to the
      Partnership or any Partner any deficit in any Partner's Capital Account upon
      dissolution or otherwise. No Partner shall have the right to demand or receive
      property other than cash for its Interest.

    


    (b) Notwithstanding
      the foregoing, in the event and to the extent that the Partnership’s Loan shall
      be repaid to the Partnership, whether in cash or in additional shares of capital
      stock of Algatec, as provided in the Loan Agreement (the “Loan
      Repayment”),
      the
      General Partner shall return to each Limited Partner their Allocable Share
      of
      such Loan Repayment as a partial return of the Initial Capital
      Contributions.

    


    Section
      5.4. Capital
      Accounts.

     

    (a) A
      Capital
      Account shall be established and maintained for each Partner. The initial
      Capital Accounts of the Partners shall be determined in accordance with
Section
      5.1
      and
      adjusted thereafter in accordance with this Section
      5.4.

     

    (b) A
      Partner's Capital Account shall be credited with (i) the amount of cash
      contributed (or in the case of the Limited Partner deemed to have been
      contributed) and the initial Book Value of any property contributed to the
      Partnership, (ii) such Partner's allocable share of Profits, and (iii) the
      amount of any Partnership liabilities that are expressly assumed by such Partner
      or that are secured by any Partnership property distributed to such
      Partner.

     

    (c) A
      Partner's Capital Account shall be debited with (i) the amount of cash and
      the
      fair market value of any Partnership property distributed to such Partner
      pursuant to any provision of this Agreement, (ii) such Partner's allocable
      share
      of Losses, and (iii) the amount of any liabilities of such Partner that are
      expressly assumed by the Partnership or that are secured by any property
      contributed by such Partner to the Partnership. 

     

    (d) Upon
      the
      occurrence of certain events as described in Treasury Regulations Section
      1.704-1(b)(2)(iv)(f), the General Partner, in its sole discretion, may increase
      or decrease the Capital Accounts of the Partners to reflect a revaluation of
      the
      fair market value of the Partnership Algatec Shares on the Partnership's books,
      provided such adjustment of the Capital Accounts is made in accordance with
      the
      rules in Treasury Regulations Section 1.704-1(b)(2)(iv)(f).

     

    (e) In
      the
      event any Interest in the Partnership is transferred in accordance with the
      terms of this Agreement, the transferee shall succeed to the Capital Account
      of
      the transferor to the extent it relates to the Interest (or portion thereof)
      transferred.


    
      
        
        

      

      
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    (f) From
      time
      to time as it reasonably deems appropriate, the General Partner may make such
      modifications to the manner in which the Capital Accounts are computed to comply
      with Treasury Regulations Section 1.704-1(b) provided that such modification
      does not have a material affect on the amounts distributable to any Partner
      pursuant to this Agreement.

     

    (g) The
      foregoing provisions and the other provisions of this Agreement relating to
      the
      maintenance of Capital Accounts are intended to comply with Treasury Regulations
      Section 1.704-1(b), and shall be interpreted and applied in a manner consistent
      with such Treasury Regulations.

     

    Section
      5.4. Interest.
      No
      interest shall be paid to any other Partner on its Capital
      Contributions.

     

    ARTICLE
      VI 

    LIMITED
      PARTNERS

     

    Section
      6.1. Powers.
      Except
      to
      the extent provided herein, the Limited Partners, as such, shall not participate
      in the management or control of the Partnership's business, and shall not
      transact any business for the Partnership or have the power to sign for or
      bind
      the Partnership. Except as expressly provided herein, or as required by law,
      the
      Limited Partners shall have no right to participate in any decision affecting
      the Partnership or to approve any actions of the General Partner or the
      Partnership.

     

    Section
      6.2. Limitation
      of Liability.
      Notwithstanding
      anything elsewhere provided in this Agreement to the contrary:

     

    (a) The
      Limited Partners shall not be liable for any debts, liabilities, contracts,
      or
      any other obligations of the Partnership or any Operating Subsidiary of the
      Partnership, except as required by law.

     

    (b) No
      Limited Partner shall be liable to the Partnership or its creditors for an
      amount in excess of the amount of the Capital Contributions such Limited Partner
      is obligated to make to the Partnership pursuant to Section
      5.1.
      No
      Limited Partner shall be required to lend any funds to the
      Partnership.

     

    (c) No
      Limited Partner shall be liable to repay to the Partnership, any Partner or
      any
      creditor of the Partnership all or any portion of any negative balance of such
      Limited Partner's Capital Account.

     

    Section
      6.3. Competing
      Business.
      Notwithstanding
      anything to the contrary contained in or inferable from this Agreement, the
      DRLPA or any other statute or principle of law, the Partners and their
      Affiliates shall not be prohibited or restricted from investing in, engaging
      in,
      or conducting, and may invest in, engage in, participate in, and/or conduct,
      any
      business or activity of any nature whatsoever, including without limitation
      the
      acquisition, ownership, development, management and exploitation, whether
      directly or indirectly, of any other real or personal property whatsoever.
      The
      investing in, engaging in, participating in or conducting of any such business
      or activity by a Partner or any Affiliate thereof shall not give rise in the
      other Partners or the Partnership to any claim for an accounting or any right
      to
      claim any interest therein, to claim the profits therefrom or to participate
      therein or give rise to any accountability or obligation whatsoever on the
      part
      of such Partner or Affiliates, even if such business or activity is of a
      character which, if presented to the Partnership, could be undertaken by the
      Partnership or competes with or is enhanced by the business of the Partnership.
      


    
      
        
        

      

      
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    ARTICLE
      VII 

    GENERAL
      PARTNER

     

    Section
      7.1. Powers;
      Actions.

     

    (a) Responsibilities.
      The
      General Partner shall have the sole and exclusive power over, and have
      responsibility for, the management, operation and control of the business and
      affairs of the Partnership, subject to the terms of this Agreement. Except
      as
      otherwise provided in Section
      7.3,
      the
      General Partner may, without the joinder or consent of the Limited Partners,
      take any action on behalf of the Partnership reasonably deemed necessary or
      convenient by the General Partner to carry out the purposes of the Partnership
      in accordance with the terms of this Agreement. Except as may otherwise be
      provided herein, the General Partner shall possess the same rights and powers
      as
      does a general partner in a partnership without limited partners formed under
      the laws of the State of Delaware.

     

    (b) Enumerated
      Powers.
      Without
      limiting the generality of Section
      7.1(a),
      but
      subject to the restrictions in Section
      7.3,
      the
      General Partner shall have full power, without the consent of the Limited
      Partners, to:

     

    (i) Execute
      any and all agreements, contracts, leases, documents, certificates and
      instruments (including, without limitation, the Share Purchase Agreement, the
      Share Exchange Agreement and the Loan Agreement) as are or may be necessary
      or
      advisable in connection with the acquisition, ownership, financing, refinancing,
      or sale of all or any portion of the Algatec Shares, the Loan or other assets
      of
      the Partnership, and the efficient conduct and operation of the Partnership's
      business, including any amendments to any such agreements, contracts, documents,
      certifications and instruments;

     

    (ii) To
      the
      extent that funds of the Partnership are available, prepay in whole or in part,
      any indebtedness of the Partnership;

     

    (iii) Employ
      employees, agents, attorneys, accountants, investment bankers, engineers,
      appraisers, or other consultants or contractors, including those who may be
      Affiliates of the General Partner or the Limited Partners or a related Person,
      provided the terms of such employment in accordance with Section
      7.1(d);


    
      
        
        

      

      
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    (iv) To
      the
      extent that funds of the Partnership are available, perform or cause to be
      performed the Partnership's obligations, and engage in any kind of activity
      and
      perform and carry out contracts of any kind necessary to, or in connection
      with,
      or incidental to the accomplishment of the purposes of the Partnership as set
      forth in Section 2.5,
      as may
      be lawfully carried on or performed by a partnership under the laws of the
      State
      of Delaware;

     

    (v) Protect
      and preserve the ownership, title and interest of the Partnership with respect
      to the Algatec Shares or other Partnership assets, to collect all amounts due
      to
      the Partnership and otherwise to enforce all rights of the Partnership and,
      in
      that connection, to retain counsel and institute such suits or proceedings,
      in
      the name and on behalf of the Partnership;

     

    (vi) To
      the
      extent that funds of the Partnership are available, to pay all debts and
      obligations of the Partnership and to make distributions periodically to the
      Partners out of the Partnership account and in accordance with the provisions
      of
      this Agreement;

     

    (vii) Take
      such
      actions as the General Partner determines are advisable or necessary to preserve
      the tax status of the Partnership as a partnership for federal income tax
      purposes;

     

    (viii) Exercise
      or cause to be exercised all the Partnership's rights under any agreement to
      which the Partnership or any nominee of the Partnership is a party;
      and

     

    (iviii) Admit
      new
      Partners to the Partnership; and

     

    (ix) In
      general, undertake any and all transactions on behalf of the Partnership which
      the General Partner reasonably deems necessary or appropriate, whether in or
      outside the ordinary course of business of the Partnership.

     

    It
      is
      further specifically acknowledged that the General Partner shall not be
      obligated to cause the Partnership or Algatec to seek or acquiesce to any relief
      or protection under any federal or state bankruptcy or insolvency laws, and
      the
      General Partner shall not have any liability to the Partnership or any Partner
      for doing so or any failure to do so.

     

    (c) Certification.
      Any
      Person dealing with the Partnership or the General Partner may rely upon a
      certificate signed by the General Partner as to:

     

    (i) the
      identities of the General Partner or the Limited Partners;

     

    (ii) the
      existence or non-existence of any fact or facts which constitute a condition
      precedent to the acts by the General Partner or are in any other manner germane
      to the affairs of the Partnership;

     

    (iii) the
      Persons who are authorized to execute and deliver any instrument or document
      of
      the Partnership;


    
      
        
        

      

      
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    (iv) any
      act
      or failure to act by the Partnership or any other matter whatsoever involving
      the Partnership or any Partner; and

     

    (v) the
      authority of the Partnership to take and of the General Partner to cause the
      Partnership to take action.

     

    (d) Partner
      or Related Party Agreements.
      Any
      agreements, contracts and other arrangements between the Partnership and any
      Partner or any Affiliate of a Partner or the Partnership shall be subject to
      the
      following additional conditions:

     

    (i) the
      Partner or Affiliate must have the ability or be properly qualified to perform
      its obligations under such agreement, contract or other
      arrangement;

     

    (ii) such
      agreement, contract or other arrangement must reflect commercially reasonable
      terms no less favorable to the Partnership than would be included in such an
      agreement negotiated at arms-length with an unrelated third party unless
      approved by a Required Approval (excluding for the purpose of such
      determination, any Partners that have an interest in such transaction);
      and

     

    (iii) any
      such
      agreement, contract or other arrangement shall comply with the provisions of
      any
      applicable loan agreement, mortgage or other similar agreement to which the
      Partnership is a party or its property is subject.

     

    Section
      7.2. General
      Duties and Obligations of the General Partner.

     

    (a) Time.
      The
      General Partner of the Partnership shall devote such time to the Partnership's
      business to such extent as it, in its sole judgment, shall deem necessary
      properly to manage and supervise the Partnership's business and affairs, it
      being understood that the General Partner may engage, for its own account,
      without restriction or obligation to the Partnership, in any other activity,
      including activities which compete with the Partnership and neither the General
      Partner nor any Affiliate of the General Partner shall have any obligation
      to
      share any investment opportunities with the Partnership or any other
      Partner.

     

    (b) Reserves.
      The
      General Partner, to the extent funds are available therefore, may establish
      reasonable reserves for projected operating deficiencies, loan repayments and
      operating contingencies.

     

    (c) Filings.
      If
      required by law, the General Partner shall file or cause to be filed for
      recordation in the office of the appropriate authorities of the State of
      Delaware, such certificates (including limited partnership and fictitious name
      certificates) and other documents which are required by the applicable statutes,
      rules or regulations of Delaware or as are necessary to reflect the identity
      of
      the Partners and the amounts of their respective Capital
      Contributions;

     

    (d) No
      Obligation.
      The
      General Partner shall have no obligation to (i) make any loans or otherwise
      advance funds to the Partnership, or (ii) accept any loan on behalf of the
      Partnership which provides for the personal liability of the General Partner
      or
      any Affiliate of the General Partner.


    
      
        
        

      

      
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    Section
      7.3. Restrictions
      on General Partner.
      Notwithstanding
      the provisions of Section
      7.1
      or
Section
      7.2,
      the
      General Partner shall not have the authority to do any of the following actions
      without the written consent of all Partners:

     

    (a) make
      any
      distributions to the Partners other than in the manner and priorities provided
      for in this Agreement;

     

    (b) make
      investments other than relating to the Algatec Shares, the Algatec Capital
      Contribution, the Loan or otherwise in the ordinary course of business of the
      Partnership;

     

    (c) perform
      any act in contravention of the material provisions of this Agreement or any
      act
      which makes it impossible to carry out the purpose of the
      Partnership;

     

    (d) make
      any
      election to cause the Partnership to be excluded from the application of the
      provisions of Subchapter K of the Code;

     

    (e) commingle
      Partnership funds with funds of any other Person;

     

    (f) use
      the
      Partnership name, credit or property for other than Partnership
      purposes;

     

    Section
      7.4. Expenses.
      The
      Partnership shall be responsible for all costs and fees and expenses (including
      travel-related expenses) relating to any activities of the Partnership,
      including, without limitation, all due diligence expenses, all legal,
      accounting, investment banking, auditing and tax preparation fees and expenses,
      all fees and expenses relating to facility, banking and commitment fees on
      loans
      and debit balances, all costs of any outside appraisers and other experts and
      consultants engaged by the General Partner in connection with specific
      Partnership transactions, all withholding and transfer taxes, all government
      charges, bank charges, insurance costs, all costs associated with any fidelity
      and performance bonds (if any), and general partner liability and/or errors
      and
      omissions insurance obtained in the discretion of the General Partners, all
      consulting or other professional service fees that are deemed necessary in
      the
      course of operating the Partnership’s business, all custodial, brokerage, or
      banking related fees and costs, and any other fees and expenses associated
      with
      the operations of the Partnership (collectively, “Operating
      Expenses”).
      The
      Partnership shall pay, or reimburse the General Partner for any Operating
      Expenses, if any, advanced by the General Partner on behalf of the Partnership,
      including. The Limited Partners will indirectly bear their Allocable Share
      of
      the Operating Expense allocations charged to the Partnership.  The
      General Partner shall bear all expenses related to rent, furniture and fixtures,
      office equipment and non-principal salaries and other compensation for
      administrative personnel.


    
      
        
        

      

      
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    Section
      7.5. Liability;
      Indemnification.
      The
      General Partner shall not have any liability to the Partnership or any Partner
      for any loss suffered by the Partnership which arises out of any action or
      inaction by the General Partner if the General Partner, in good faith,
      determined that such course of conduct was in the best interests of the
      Partnership, and if such course of conduct was not the result of the General
      Partner's fraud, criminal wrongdoing, willful malfeasance or gross negligence.
      Further, to the full extent permitted by DRLPA, the Partnership shall and hereby
      does indemnify and hold harmless the General Partner and each of its members,
      managers, officers and agents from any claim, cause of action, cost, loss,
      damage, or liability, including, but not limited to, reasonable attorneys'
      fees
      and expenses incurred by it by reason of any act performed on behalf of the
      Partnership or in furtherance of the Partnership's interest or by reason of
      being a general partner of the Partnership except if due to the fraud, criminal
      wrongdoing, willful malfeasance or gross negligence of such persons or a
      material breach by such persons of its obligations under this Agreement;
      provided, however, if (a) such persons are found liable to the Partnership
      or
      (b) such persons are found liable on the basis that it improperly received
      a
      benefit, the Partnership shall not indemnify and hold harmless such
      person.

     

    ARTICLE
      VIII 

    REPRESENTATIONS;
      WARRANTIES; COVENANTS

     

    Section
      8.1. Representations
      and Warranties of Limited Partners.
      Each
      of
      the Limited Partners represents and warrants that he or it:

     

    (a) is
      aware
      that the Partnership has not been registered under the Federal Securities Act
      of
      1933 (the “Act”)
      or the
      securities laws of any State, and that the sale to such Limited Partner of
      its
      Interest is predicated upon such sale being exempt from registration as an
      exempt transaction under Section 4(2) of the Act and comparable provisions
      of
      state securities laws, and that such Limited Partner understands that no state
      or federal governmental authorities have made any finding or determination
      relating to the fairness for investment in its Interest and that no state or
      federal governmental authority has or will recommend or endorse these Interests,
      and that no portion of the Limited Partner's Interest may be resold unless
      it is
      registered under the Act (and applicable blue sky regulations) or unless an
      exemption from registration is available;

     

    (b) has
      received and had an opportunity to review copies of each of the Share Purchase
      Agreement, the Share Exchange Agreement and the Loan Agreement, as well as
      an
      executive summary/offering memorandum of the Partnership (the “Memorandum”),
      and
      has had an opportunity to ask questions of the General Partner, its Affiliates
      and other representatives of the Partnership;

     

    (c) is
      aware
      that the Limited Partner’s investment in the Partnership and the acquisition and
      ownership of the Algatec Shares by the Partnership and consummation of the
      transactions contemplated by the Share Purchase Agreement, the Share Exchange
      Agreement and the Loan Agreement is a speculative venture and involves a high
      degree of risk, that the Limited Partner could lose his or its entire
      investment; 

     


    
      
        
        

      

      
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    (d) has
      been
      advised by independent counsel, and is not relying upon any representations
      by
      the General Partner or its counsel as to the tax consequences from this
      investment;

     

    (e) is
      an
      Accredited Investor (as defined in Rule 501 of Regulation D adopted under the
      Act), or alone or with a purchaser representative (as defined in Rule 501 of
      such Regulation D), has such knowledge and experience in financial and business
      matters that the Limited Partner is capable of evaluating the merits and risks
      of investing in the Partnership;

     

    (f) recognizes
      that the Partnership is newly organized and it has no history of operations
      or
      earnings;

     

    (g) is
      acquiring the Limited Partner's Interest solely for its own account for
      investment and without any present view of making a distribution or sale of
      such
      Interest and such Limited Partner has the financial ability to hold the Interest
      for an indeterminate period of time and has no reason to anticipate any change
      in its financial condition or circumstances which would cause a need to sell
      or
      otherwise dispose of the Interest;

     

    (h) recognizes
      that there has been no public market for Interests in the Partnership and no
      public market for Interests is anticipated or likely, and such Limited Partner
      understands that the transferability of its Interest is highly
      restricted;

     

    (i) has
      received information concerning the Partnership, understands the nature of
      the
      risks involved in the proposed investment, and has asked any questions of the
      General Partner which it desires to ask and has received the answers or other
      information from the General Partner with respect to all such questions; and
      

     

    (j) has
      a
      prior business or personal relationship with the General Partner or Affiliates
      of the General Partner or is investing in the Partnership as a result of
      negotiations with the General Partner and its Affiliates and
      representatives.

     

    Section
      8.2. Indemnification
      for Breach of Representation or Warranty.
      Each
      of
      the Limited Partners agrees to indemnify and hold harmless the Partnership
      and
      any other Partners, their respective agents and representatives, from and
      against any and all loss, claims, damage or liability directly related to any
      breach of the foregoing representations and warranties (including any omissions
      related thereto, whether existing on the date hereof or subsequent hereto)
      by
      such Limited Partner, including, but without limitation, costs and attorneys'
      fees in respect of any matter related hereto.


    
      
        
        

      

      
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    ARTICLE
      IX 

    ALLOCATIONS
      OF PROFITS; LOSSES; DISTRIBUTIONS

     

    Section
      9.1. Allocations
      of Profits and Losses.

     

    (a) Allocations.
      Profits
      and Losses of the Partnership for each Fiscal Year shall be allocated as
      follows:

     

    (i) Profits.
      Profits
      shall be allocated as follows:

     

    (A) First,
      pro
      rata
      to any
      Partners with a Cumulative Net Loss, in accordance with and to the extent of
      such Cumulative Net Losses, until no Partner has a Cumulative Net
      Loss;

     

    (B) Then,
      Profits shall be allocated to each Partner having a negative balance in its
      Capital Account to the extent and in the ratio that all such Partners have
      negative balances in their Capital Accounts as adjusted to date; 

     

    (C) Then,
      Profits shall be allocated on a pro
      rata
      basis to
      the Partners in accordance with the weighted average values of their respective
      Allocable Shares for the Fiscal Year (calculated by reference to the number
      of
      days during each Fiscal Year that Partners hold different Allocable Shares;
      and

     

    (D) To
      the
      extent consistent with the above allocations, any gain on the sale or other
      disposition of depreciable Partnership assets which is recaptured as ordinary
      income shall be allocated among the Partners in the same ratio as the
      depreciation deductions giving rise to such gain were allocated, but in no
      event
      to any Partner in excess of the total gain allocable to such Partner under
      this
Section 9.1(a)(i).

     

    (ii) Losses.
      Losses
      shall be allocated as follows:

     

    (A) Except
      as
      provided below, Losses shall be allocated as follows:

     

    (1) to
      the
      Limited Partners to the extent of the entire amount of their Unpaid Capital
      Contributions;

     

    (2) then,
      to
      the General Partner and the Limited Partners to the extent of the entire amount
      of their respective Unpaid Capital Contributions; and

     

    (3) then,
      to
      the Partners in accordance with the weighted average values of their respective
      Allocable Shares for each Fiscal Year (calculated by reference to the number
      of
      days during each Fiscal Year that Partners hold different Allocable
      Shares).


    
      
        
        

      

      
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    (B) No
      Losses
      shall be allocated to a Limited Partner under subsection (A) to the extent
      that
      such allocation would cause such Limited Partner to have an Adjusted Capital
      Account Deficit at the end of such Fiscal Year (or increase the amount of such
      Adjusted Capital Account Deficit). All Losses in excess of the limitation set
      forth in this subsection (B) shall be allocated to the General Partner, in
      accordance with Treasury Regulations Section 1.704-1(b)(3). Notwithstanding
      Section
      9.1(a)(i),
      the
      first Profits after any allocation of Losses to the General Partner in
      accordance with the preceding sentence shall be allocated to the General Partner
      until the General Partner has been allocated Profits in an amount equal to
      the
      Losses so allocated.

     

    (C) All
      Nonrecourse Deductions for each Fiscal Year shall be allocated to the Partners
      in accordance with the weighted average values of their respective Allocable
      Shares for each Fiscal Year (calculated by reference to the number of days
      during each Fiscal Year that Partners hold different Interests).

     

    (D) All
      Partner Nonrecourse Deductions for each Fiscal Year shall be allocated to the
      Partner or Partners who bear the economic risk of loss with respect to the
      Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are
      attributable, in accordance with the ratio in which the Partners bear such
      economic risk of loss and Treasury Regulations
      Section 1.704-2(i)(1).

     

    (b) General.
      Notwithstanding anything to the contrary in Section
      9.1(a),
      the
      following provisions shall apply to all allocations:

     

    (i) All
      allocations of Profits and Losses for a Fiscal Year shall be applied (A) after
      giving effect to distributions, if any, during such Fiscal Year under
Section
      5.2(b), Section
      9.2
      and/or
Section
      13.2,
      and (B)
      as if all distributions and allocations were made at the end of such Fiscal
      Year.

     

    (ii) In
      the
      event there is any recapture of Depreciation the allocation of gain or income
      attributable to such recapture shall be shared by the Partners in the same
      proportion as the deduction for such Depreciation was shared. 

     

    (iii) Any
      interest income realized in connection with any promissory note received by
      the
      Partnership in connection with the sale of its assets, net of any interest
      expense accrued by the Partnership on any underlying obligations related to
      such
      asset shall be allocated to the Partners pro rata in accordance with the
      weighted average values of their respective Interests for each Fiscal Year
      (calculated by reference to the number of days during each Fiscal Year that
      Partners hold different Allocable Shares) and any remaining amount to be
      distributed to them upon receipt of the principal payments made on such
      promissory note.


    
      
        
        

      

      
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    (iv) Prior
      to
      any allocations for a Fiscal Year under Section
      9.1(a),
      but
      after the application of Section
      9.1(b)(v)
      and
Section
      9.1(b)(vi),
      in the
      event any Partner unexpectedly receives any adjustments, allocations or
      distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4),
      (5) or (6) and such adjustment, allocation, or distribution results in any
      Partner having an Adjusted Capital Account Deficit, then items of Partnership
      income and gain shall be specially allocated to each such Partner in an amount
      and manner sufficient to eliminate, to the extent required by the Treasury
      Regulations, the excess deficit of such Partner as quickly as possible. This
      Section
      9.1(b)(iv)
      is
      intended to comply with the “qualified income offset” requirement in Treasury
      Regulations Section 1.704-1(b)(2)(ii)(d)(3), and shall be interpreted
      consistently therewith.

     

    (v) Prior
      to
      the application for a Fiscal Year of any other provision of this Section 9.1,
      if
      there is a net decrease in Minimum Gain during a Fiscal Year, then before any
      other allocation is made for such year, the Partners shall be allocated items
      of
      gross income and gain for such year (and, if necessary, subsequent years) in
      the
      amount and in the proportions necessary to satisfy the requirements of a
“minimum gain chargeback” under Treasury Regulation Section
      1.704-2(b)(2).

     

    (vi) After
      the
      application of Section
      9.1(b)(v),
      but
      prior to the application for such Fiscal Year of any other provision of this
      Section
      9.1,
      if
      there is a net decrease in Partner Minimum Gain attributable to a Partner
      Nonrecourse Debt during a Fiscal Year, then any Partner with a share of the
      Partner Minimum Gain attributable to such debt at the beginning of such year
      shall be allocated items of income and gain for such year (and, if necessary,
      subsequent years) in the amount and proportions necessary to satisfy the
      provisions of Treasury Regulation Section 1.704-2(i).

     

    (c) Distributions
      In-Kind.
      Upon a
      distribution in-kind of Partnership assets, at the time of liquidation pursuant
      to Section
      13.2,
      or
      otherwise, for purposes of determining the balance in each Partner's Capital
      Account, each such asset shall be deemed sold by the Partnership for the amount
      of such asset's fair market value (as determined in accordance with the method
      for determining Book Value, or by the Special Liquidator, as the case may be),
      and any gain or loss deemed realized on such deemed sale shall be properly
      charged to the Capital Accounts of the Partners according to this Section
      9.1
      as if
      such assets were sold.

     

    (d) Authority
      of General Partner to Amend Allocations.
      The
      Partners intend that all allocations of Partnership taxable income and loss
      (or
      any separate item thereof) shall be determined and allocated in accordance
      with
      this Section
      9.1
      to the
      fullest extent permitted by Code Section 704(b). However, the General Partner
      is
      authorized to allocate any or all items of Partnership taxable income or loss
      in
      a manner differently from that set forth in this Section
      9.1
      during
      any Partnership Fiscal Year if the General Partner believes that as a result
      of
      the IRS issuing regulations or other official statements under or in connection
      with Code Section 704(b) or, as a result of other developments in the law,
      the
      IRS is likely to successfully challenge the allocations of any or all items
      of
      Partnership taxable income or loss, or recategorize Partnership distributions,
      or is likely to successfully assert any position that would substantially reduce
      or eliminate the Partners' distributive shares of Partnership tax losses;
provided,
      that
      any such reallocation would have no material adverse effect on the Limited
      Partner, or if it would have such a material adverse effect, such allocation
      shall be amended only with the consent of the Limited Partner, which consent
      shall not unreasonably be withheld or delayed. Any amendment to the allocations
      made pursuant to this Section
      9.1(e)
      shall be
      deemed to be a complete substitute for any allocation otherwise provided for
      in
      this Section
      9.1,
      and no
      amendment of this Agreement shall be required.


    
      
        
        

      

      
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    (e) Advice
      of Accountants and/or Counsel.
      In
      making any New Allocation under Section
      9.1(d),
      the
      General Partner is authorized to act only after having been advised by its
      accountants and/or legal counsel that the New Allocation is necessary to comply
      with any issued regulations or other official IRS statement under or in
      connection with Code Section 704(b) or other developments in the law, and the
      New Allocation, in the best judgment of the General Partner's accountant and/or
      legal counsel, is the minimum modification of the allocations otherwise provided
      for in this Section
      9.1
      necessary to satisfy the applicable criteria that, either in the then current
      or
      in any preceding Partnership Fiscal Year, each Partner's distributive share
      of
      Partnership taxable income or loss is determined and allocated in accordance
      with this Section
      9.1
      to the
      fullest extent permitted by Code Section 704(b).

     

    (f) Subsequent
      Allocations.
      If the
      General Partner exercises its authority under Section
      9.1(d)
      to make
      any New Allocation in a manner less favorable to any Partner than is otherwise
      provided for in this Section
      9.1,
      then
      the General Partner is authorized and directed to allocate Partnership taxable
      income or loss arising in later Partnership Fiscal Years in such manner so
      as to
      bring the allocations of Partnership taxable income or loss to the Partners
      as
      near as possible to the tax allocations originally set forth in this
Section
      9.1,
      insofar
      as it is advised by its accountants and/or legal counsel that such tax
      allocations comply with Code Section 704(b).

     

    (g) Reliance
      by General Partner.
      New
      Allocations made equitably and in good faith by the General Partner under
Section
      9.1
      in
      reliance upon the advice of its accountants and/or legal counsel shall be deemed
      to be made pursuant to the fiduciary obligation of the General Partner to the
      Partnership, and no such allocation done equitably, in good faith and in
      accordance with this Agreement shall give rise to any claim or cause of action
      by any Limited Partner. 

     

    (h) Substantial
      Economic Effect.
      The
      foregoing allocation of particular items of income, gain, loss, deduction and
      credit are intended by the Partners to have substantial economic effect in
      conformity with the Treasury Regulations. Any provision of this Agreement which
      conflicts with or fails of that intention shall be reconciled or amplified
      to
      the extent necessary to effect such intent.


    
      
        
        

      

      
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    Section
      9.2. Distributions.

     

    (a) Property
      Available for Distribution.
      All
      Property Available for Distribution shall be distributed among the Partners
      at
      such time, or from time to time, as the General Partner deems appropriate (but
      in all cases, not later than fifteen (15) days after receipt of good funds
      or
      other property, in connection with any on or more Distribution Events, in the
      following order of priority:

    


    first,
      to the
      payment of any indebtedness, if any, of the Partnership;

    


    second,
      to the
      payment of transaction expenses incurred by the Partnership in connection with
      any such Distribution Event; 

    


    third,
      to the
      payment (i) to each Limited Partner of his or its Allocable Share of ninety-five
      percent (95%) of any and all Property Available for Distribution, and (ii)
      to
      the General Partner of fifty percent (50%) of any and all additional Property
      Available for Distribution.

    


    (b) Tax
      Distribution.
      During
      the period from January 1 to March 31 of each year, the General Partner shall
      use its best efforts to determine the allocations for tax purposes to be made
      to
      each Partner for the most recently ended fiscal tax year of the Partnership
      and
      shall, on or before March 31 of such year and in preference to any distribution
      under Section
      9.2(a),
      make
      cash distributions to the Partners from Property Available for Distribution,
      if
      any, in such amounts as it determines are sufficient to satisfy each Partner’s
      projected deemed income tax liability with respect to his or its Interest
      (calculated based upon the highest marginal income tax rate, taking into account
      federal, state and local income taxes, which the General Partner estimates
      is
      applicable to any Partner, in each case utilizing the respective rates for
      ordinary income or capital gains, depending on the characterization of the
      Partnership’s income, as such rates are in effect at such time). Any payments to
      a Partner under this Section
      9.2(b)
      shall be
      deemed to be a draw against such Partner’s share of future distributions under
Section
      9.2(a),
      so that
      such Partner’s share of such future distributions under Section
      9.2(a)
      shall be
      reduced by the amounts previously drawn under this Section
      9.2(b)
      until
      the aggregate reductions in such distributions equal the aggregate draws made
      under this Section
      9.2(c).
      Upon
      liquidation of the Partnership pursuant to Article XIII of this Agreement,
      if
      the amount of any Partner’s then outstanding draws under this Section
      9.2(b)
      shall
      exceed the amount, if any, that is then available for distribution to such
      Partner pursuant to Section
      13.2,
      such
      Partner shall be required to refund any such excess to the
      Partnership.


    
      
        
        

      

      
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    Section
      9.3. Division
      and Treatment of Allocations and Distributions.

     

    Except
      as
      otherwise expressly provided in this Agreement:

     

    (a) Record
      Party.
      Distributions of cash or other property shall be made only to such Persons
      who
      appear as Partners on the books of the Partnership on the date of
      distribution.

     

    (b) Amounts
      Withheld.
      All
      amounts withheld pursuant to the Code or any provision of any state or local
      tax
      law with respect to any payment or distribution to the Partnership or a Partner
      shall be treated as amounts distributed to the Partners pursuant to Section
      9.2
      for all
      purposes under this Agreement.

     

    ARTICLE
      X 

    DISPOSITION
      OF A LIMITED PARTNER'S INTEREST AND WITHDRAWAL

     

    Section
      10.1. Restrictions
      on Transfer.

     

    (a) Except
      for a Permitted Transfer to a Permitted Transferee, as provided herein, no
      Limited Partner shall have the right to withdraw as such, nor may it make any
      Disposition of all or any part of its Interest in the Partnership without the
      prior written consent of the General Partner and a Required Approval (excluding
      the consent of the Partner making such Disposition), the giving or withholding
      of which is exclusively within the discretion of such Partner. Until such time
      as the Acquisition Financing has been repaid in full, no Permitted Transfers
      shall be allowed if the same would violate any of the loan documents relating
      to
      the Acquisition Financing. 

     

    (b) Each
      Limited Partner shall be permitted to assign to a Permitted Transferee all
      or
      any portion of its Interest. Notwithstanding the assignment by a Limited Partner
      with respect to its Interest in the Partnership pursuant to the foregoing,
      unless and until such Permitted Transferee is admitted as a Substitute Limited
      Partner, upon any such assignment a Limited Partner shall continue to have
      any
      and all rights and powers of a Limited Partner under this Agreement and the
      DRLPA, and the power to exercise any and all rights and powers of a Limited
      Partner under this Agreement and the DRLPA, and the assignee shall not acquire
      any such rights and powers of such Limited Partner, but the assignee shall
      otherwise be bound in all respects by this Agreement.

     

    Section
      10.2. Substitute
      Limited Partners; Other Transferees; Transferor.

     

    (a) Substitution.
      Except
      in connection with a Permitted Transfer to a Permitted Transferee, no Person
      may
      become a Substitute Limited Partner, nor may such right of substitution be
      granted by a Limited Partner to any assignee by operation of law or otherwise,
      without the prior written consent of the General Partner, the granting of which
      shall be in its sole and uncontrolled discretion, and otherwise complying with
      the applicable terms and conditions of this Article
      X
      and
Article
      XII,
      and
      such Person shall become a Substitute Limited Partner when the General Partner
      has accepted such Person as a Limited Partner of the Partnership, without
      further consent or approval by or of any Limited Partner. In connection with
      a
      Permitted Transfer to a Permitted Transferee, the General Partner shall
      promptly, upon demand, admit the Permitted Transferee as a Substitute Limited
      Partner.


    
      
        
        

      

      
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    (b) Death,
      Incompetence or Bankruptcy of a Limited Partner.
      If a
      Limited Partner dies, the executor, administrator or trustee, or, if a Limited
      Partner is adjudicated incompetent or insane, its guardian or conservator,
      or,
      if a Bankruptcy occurs as to a Limited Partner, the trustee or receiver of
      the
      estate, shall have all the rights of such Limited Partner for the purpose of
      settling or managing the estate's or incompetent's affairs, and the power to
      assign all or any part of the Interest to the extent permitted by Section 10.1,
      and to
      join with the assignee thereof in satisfying conditions precedent to such
      assignee becoming a Substitute Limited Partner. The death, adjudication of
      incompetence or Bankruptcy of a Limited Partner in and of itself shall not
      dissolve the Partnership.

     

    (c) Limits
      for Assignee.
      An
      assignee of a Limited Partner who does not become a Substitute Limited Partner
      shall have no right to vote or otherwise act as a Limited Partner under any
      of
      the provisions of this Agreement, including, but not limited to, the right
      to
      require any information or account of the Partnership's transactions or to
      inspect the Partnership's books. Except as required by operation of law, any
      such assignee who does not become a Substitute Limited Partner (including,
      but
      not limited to, an intestate successor, a receiver, trustee, legal
      representative, guardian or other successor in interest), and who desires to
      make a further transfer of all or any part of his, her, or its Interest in
      the
      Partnership shall be subject to all of the provisions of this Article
      X
      and
Article
      XII
      to the
      same extent and in the same manner as the Limited Partner desiring to make
      an
      assignment of all or part of its Interest in the Partnership.

     

    (d) Assignor
      Limited Partner.
      If a
      Limited Partner transfers all of its Interest in the Partnership, it shall
      cease
      to be a Limited Partner of the Partnership, and shall no longer have any rights
      or privileges of a Limited Partner except that, unless and until the assignee
      of
      such Limited Partner is admitted as a Substitute Limited Partner in accordance
      with this Section
      10.2,
      said
      transferring Limited Partner shall retain the statutory rights and obligations
      of an assignor Limited Partner under DRLPA.

     

    Section
      10.3. Death
      or Divorce of a Limited Partner. If
      the
      interest of any Limited Partner in the Partnership becomes vested in his or
      her
      spouse by reason of or in connection with any divorce proceedings and such
      Interest is not reacquired by the divorced Limited Partner within 90 days after
      the effective date of a final non-appealable property division in any such
      divorce proceedings, or if any Limited Partner dies and his or her Interest
      becomes vested in a Person who is not a Limited Partner, then the other Limited
      Partners will have the right and option (but no obligation) to purchase the
      Interest affected by such divorce or death (the “Affected
      Interest”)
      from
      the Person or Persons who succeed to the ownership of the Affected Interest
      (the
“Successor
      Owners”)
      at a
      purchase price equal to the greater of (i) the Capital Account applicable to
      the
      Affected Interest or (ii) the appraised value of the Affected Interest as
      determined in the same manner as set forth in Section
      11.2(c),
      except
      the independent appraisers will be appointed by the Limited Partner or its
      representative and the General Partner (the “Appraised
      Value”).
      The
      purchase price will be payable in cash at the closing of the transfer of the
      Affected Interest. This option may be exercised by the other Limited Partners
      in
      such proportions as they may agree upon among themselves or, in the absence
      of
      an agreement, in proportion to their respective Interests. With respect to
      an
      Affected Interest arising out of the divorce, such option may be exercised
      at
      any time within 6 months after the expiration of the above mentioned 90-day
      period. With respect to an Affected Interest arising out of the death of a
      Limited Partner, such option may be exercised within 6 months after the date
      on
      which the Affected Interest becomes vested in a Person who is not a Limited
      Partner. Any exercise of this option must be made by written notice to the
      Successor Owners setting forth a time (not less than 30 or more than 60 days
      after the date of such notice) and a place in New York, Delaware, at which
      the
      closing will occur. At the closing, the Successor Owners will be obligated
      to
      transfer and assign the Affected Interest to the Limited Partners who elect
      to
      purchase the same by appropriate instruments of assignment, and the Limited
      Partners who elect to purchase the same shall be obligated to cause the
      Successor Owners (and, to the extent applicable, the Limited Partner from whom
      the Affected Interest was obtained by the Successor Owners and such Limited
      Partner's estate) to be released from any personal liability with respect to
      any
      loan to the Partnership. If all of an Affected Interest is not acquired by
      the
      other Limited Partners, such Affected Interest (or the remaining portion thereof
      which is not so acquired) will continue to be subject to all of the terms and
      provisions of this Agreement. By joining in the execution of this Agreement,
      the
      spouse of each Limited Partner hereby grants to such Limited Partner an
      irrevocable option to purchase at a price equal to its Appraised Value any
      portion of such Limited Partner's Interest that becomes vested in such spouse
      pursuant to any divorce proceedings or in such spouse's estate pursuant to
      any
      probate proceedings.


    
      
        
        

      

      
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    Section
      10.4 Tag-Along
      Rights. 

     

    (a) In
      the
      event that the General Partner or any one or more other Partner, whether acting
      individually or as a group (a “Transferring
      Partner(s)”)
      proposes to sell, assign or otherwise transfer (collectively, “Transfer”)
      to any
      Person (other than to another Partner or an Affiliate of a Transferring Partner)
      in any one or a series of transactions, Interests in the Partnership owned
      of
      record by such Transferring Partner(s) or its or their Affiliate(s) that shall
      represent, in the aggregate, 20% or more of the then outstanding Interests
      in
      the Partnership, such Transferring Partner shall deliver a written notice (the
      “Sale
      Notice”)
      to the
      Partnership and to each other Partner, specifying in reasonable detail the
      identity of the proposed transferee(s) and the terms and conditions of the
      proposed Transfer. Any Partner may elect to participate in the contemplated
      Transfer, on the same terms and conditions as the Transferring Partner(s) or
      its
      or their Affiliates, by delivering written notice to the Transferring Partner(s)
      or its or their Affiliates within twenty (20) days after receipt by such Partner
      of the Sale Notice. 

    


    (b) If
      any
      Partner elects to participate in such Transfer (a “Participating
      Partner”),
      such
      Participating Partner will be entitled to sell in the contemplated Transfer,
      at
      the price offered by the proposed transferee in the Transfer, and otherwise
      on
      the same terms and conditions as the Transferring Partner(s) or its or their
      Affiliate(s), that amount and portion of the total Interests of the
      Participating Partner in the Partnership as shall be determined by multiplying
      (i) the total amount of all Interests to be sold by all Transferring Partner(s)
      in the contemplated Transfer (including the Participating Partner), by
      (ii) the quotient determined by dividing (A) the total Interests of the
      Participating Partner, by (B) the sum of (1) the aggregate amount of all
      Interests held by all Transferring Partners electing to participate in such
      Transfer (including the Participating Partner) and (2) the aggregate amount
      of
      all Interests held by the Participating Partner. The purchase price for any
      such
      purchase of the Participating Partner’s Interest shall be determined by
      computing the distributions that the Participating Partner and the Transferring
      Partner would respectively receive in a liquidation of the Partnership under
      Section
      13.2,
      if all
      the assets of the Partnership were sold at their fair market value; provided
      that,
      for this purpose such fair market value shall be determined by extrapolation
      from the amount proposed to be paid by the proposed transferee to the
      Transferring Partner for the Interest that is the subject of the proposed
      Transfer. For example, if the Transferring Partner proposed a Transfer of 40%
      of
      its Interest for $400, that would imply that the Transferring Partner would
      receive $1000 in a complete liquidation of the Partnership. Assuming for
      purposes of illustration that the Participating Partner would receive $150
      in a
      complete liquidation under Section
      13.2
      in which
      a $1000 distribution to the Transferring Partner were made, the Participating
      Partner’s right to participate in the Transfer under this section would be at a
      price of $60 for 40% of its total Interest.


    
      
        
        

      

      
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    (c) Each
      Participating Partner who elects to participate in a Transfer pursuant to this
      Section
      10.4
      shall
      effect its participation in the Transfer by promptly (but in no event later
      than
      fifteen (15) Business Days after its receipt of the Sale Notice) delivering
      to
      the Transferring Partner(s) such documents and other evidence of Transfer,
      and
      the Transferring Partner shall concurrently therewith remit to each
      Participating Partner that portion of the proceeds to which such Participating
      Partner is entitled by reason of its participation in such Transfer. To the
      extent that any prospective purchaser or purchasers prohibits such assignment
      or
      otherwise refuses to purchase shares or other securities from a Participating
      Partner exercising its rights of co-sale hereunder, the Transferring Partner(s)
      shall not sell or otherwise Transfer to such prospective purchaser or purchasers
      any Interests in the Partnership unless and until, simultaneously with such
      sale
      or Transfer, such Transferring Partner(s) shall purchase from each Participating
      Partner the applicable amount of the Interests all such Participating Partners
      would be entitled to sell under this Section
      10.4
      on the
      same terms and conditions specified in the Sale Notice.

    


    (d) The
      exercise or non-exercise of the rights of the Partners hereunder to participate
      in one or more Transfers of Interests made by a Transferring Partner shall
      not
      adversely affect their rights to participate in subsequent Transfers of
      Interests subject to this Section.

    


     

    ARTICLE
      XI 

    DISPOSITION
      OF GENERAL PARTNER'S INTEREST AND WITHDRAWAL

     

    Section
      11.1. Limitations
      on Transfer.

     

    The
      General Partner shall not withdraw or attempt to withdraw from the Partnership,
      without the consent of a Required Approval of the Limited Partners.


     

    Section
      11.2. Events
      of Withdrawal.

     

    (a) Continuation
      of Partnership.

     

    (i) If,
      upon
      an Event of Withdrawal of a General Partner, there remains at least one General
      Partner, notice of such Event of Withdrawal shall promptly be sent by such
      withdrawing General Partner or its representative to the Limited Partners.
      In
      such event, if there remains at least one General Partner, the Partnership
      shall
      be reconstituted and its business continued without being wound up and the
      remaining General Partner shall continue the business of the
      Partnership.


    
      
        
        

      

      
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    (ii) If,
      upon
      an Event of Withdrawal of a General Partner, there remains no other General
      Partner, notice of such Event of Withdrawal shall promptly be sent by such
      withdrawing General Partner or its representative to the Limited Partners.
      In
      such event, the Partnership shall be reconstituted and its business continued
      without being wound up, if a Required Approval elects within 90 days of such
      Event of Withdrawal to continue the business of the Partnership and to appoint
      a
      substitute General Partner effective as of the Event of Withdrawal of the
      departing General Partner. Such substitute General Partner shall be required
      to
      own at least a one percent Interest in the Partnership, and must otherwise
      agree
      to be bound by the terms of this Agreement. 

     

    (b) Acquisition
      of the General Partner's Interest as The General Partner.
      If a
      Required Approval elects to acquire the Interest of a General Partner pursuant
      to Section
      11.2(a),
      the
      purchase price will be the greater of (1) the stated value thereof if the
      General Partner and the Limited Partners by agreement establish a stated value
      for such General Partner's Interest (which cannot be less than the positive
      Capital Account balance of such General Partner's Interest); (2) such General
      Partner's Capital Account, less the value attributable thereto of Partnership
      debt of which such General Partner, as a General Partner, is relieved, or (3)
      the fair market value of such General Partner's Interest. If such Interest
      is
      purchased, the purchase price, which may be paid in cash or in other property
      of
      equivalent value, must be paid to such General Partner within 180 days from
      the
      date it ceases to serve or within 90 days from the date its successor files
      an
      amendment to the Certificate of Limited Partnership in the form and manner
      required by law, whichever is later. Unless the Partnership and a General
      Partner agree otherwise, the fair market value of a General Partner's Interest
      is to be determined as provided in Section
      11.2(c).
      The
      Partnership and a General Partner may waive an appraisal, and agree to matters
      of value and payment which deviate from these requirements. The Limited Partners
      shall purchase their pro rata share of the General Partner's Interest based
      on
      the Interests of the Limited Partners purchasing such Interest of the General
      Partner.

     

    (c) The
      Appraised Value of an Interest.
      Within
      30 days following the Event of Withdrawal (the “Notice”),
      both
      a Required Approval and the General Partner shall have the right to select
      an
      independent appraiser. If a party has not selected an independent appraiser
      within 30 days following its receipt of written notice of the other party's
      selection, then the appraiser so appointed by that other party shall determine
      the fair market value of the Interest. If each party appoints an independent
      appraiser within such 30 day period, the two appraisers so selected shall
      together select a third appraiser. If each party appoints an independent
      appraiser within the time period provided for, but such appraisers are unable
      to
      agree upon the selection of the third appraiser, either a Required Approval
      and/or the General Partner shall have the right to ask the American Arbitration
      Association (the "AAA")
      located in its New York office to appoint such third appraiser, and said
      arbitrator shall be fully authorized and empowered to appoint such third
      appraiser. The appraiser or appraisers so appointed shall then determine the
      fair market value of the Interest and shall provide written notice thereof
      to
      the General Partner and the Limited Partners within 60 days of the appointment
      of the last appraiser. The appraisers shall use their best efforts to reach
      unanimous agreement on such valuation. The fair market value of the Interest
      shall be that amount which is agreed upon by the appraisers, or, in the event
      they cannot agree, shall be the average of the two closest valuations, or if
      there are not two closest valuations, the average of the three. The appraisers
      shall employ such persons and incur such expenses as are necessary to reach
      such
      determination. The Limited Partners (pro rata in accordance with their
      respective Interests) and the General Partner shall each bear one-half of all
      the fees and expenses (including all fees and expenses of the AAA) incurred
      in
      reaching such determination. Any appraiser appointed hereunder shall have
      experience in appraising the business of the Partnership.


    
      
        
        

      

      
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    Section
      11.3. Continuing
      Obligation.

     

    If
      a
      General Partner shall cease to be a General Partner of the Partnership, it
      shall
      be and remain liable for all obligations and liabilities incurred by it as
      a
      General Partner prior to or at the time such withdrawal shall have become
      effective, but it shall be free of any obligation or liability incurred after
      the time such withdrawal shall have become effective.

     

    ARTICLE
      XII 

    DISPOSITION
      OF ANY PARTNER'S INTEREST;

    PROCEDURES;
      EFFECT; POWERS

     

    Section
      12.1. Procedures.

     

    (a) Transfer
      on Books.
      Except
      as otherwise expressly provided in this Agreement and subject in all respects
      to
      the provisions of Article
      X
      and
Article
      XI,
      the
      transfer of any Interest in the Partnership shall be accomplished only by the
      submission to the General Partner by the transferor or transferee of all
      documents and instruments reasonably requested by the General Partner, including
      without limitation the instrument making such transfer, and instruments
      signifying the transferee's representations regarding its investment and
      agreement to be bound by all of the provisions of this Agreement and all of
      the
      transferor's obligations, each duly executed and acknowledged and in such form
      and substance as shall be reasonably satisfactory to the General
      Partner.

     

    (b) Costs.
      All
      costs and expenses incurred by the Partnership in connection with any transfer
      of an Interest, or any part thereof, including, but not limited to, any filing,
      recording and publishing costs and the fees and disbursements of counsel, shall
      be paid by the Partner disposing of such Interest or such part thereof or,
      if
      not so paid, then by the transferee of such Interest.

     

    Section
      12.2. Effects
      of Transfers.

     

    (a) Allocations
      and Distributions.
      When an
      Interest, or any part thereof, of a Partner in the Partnership is effectively
      transferred during any fiscal period pursuant to Article
      X, Article
      XI
      or this
Article
      XII,
      Profits, Losses, each item thereof and all other items attributable to such
      Interest for such period shall be divided and allocated between such Partner
      (the “Transferor”)
      and
      the Person to whom the Interest or part thereof is transferred (the
“Transferee”)
      by
      taking into account their varying interests during the period in accordance
      with
      Code Section 706(d), using the “closing the books” method permitted pursuant to
      the regulations promulgated thereunder. All distributions on or before the
      date
      of such transfer shall be made to the Transferor, and all distributions
      thereafter shall be made to the Transferee; provided, however, that the
      Partnership and the General Partner shall be exonerated from any and all
      liability under this Section
      12.2(a)
      with
      respect to distributions made prior to the date of transfer of any Interest
      to
      any Person who at the time of such distribution appears on the books of the
      Partnership as the Partner entitled thereto. At the request of the Transferee,
      the Partnership shall make an election under Section 754 of the Code with
      respect to the transfer; provided,
      however,
      that
      any incremental tax compliance expense associated with the making of such
      election, or subsequent additional recordkeeping and reporting required with
      respect thereto, shall be borne by the Transferee.


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    (b) Void.
      Except
      as otherwise expressly required by applicable law or as otherwise consented
      to
      by all of the Partners, any act or attempted act by any Partner in violation
      of
Article X,
      Article
      XI
      or this
Article
      XII
      shall be
      null and void ab
      initio.

     

    Section
      12.3. Effectuating
      Action.

     

    The
      General Partner shall take all action, including, but not limited to, the
      transfer of any Interests, any amendment of this Agreement and/or the
      Certificate and/or the effectuation of any new Certificate of Limited
      Partnership, all as may be required to effectuate any of the provisions of
      Articles
      X,
      Article
      XI
      or this
Article XII.

     

    ARTICLE
      XIII 

    LIQUIDATION
      AND DISSOLUTION

     

    Section
      13.1. Liquidation
      of Partnership. 

     

    In
      the
      event of a Liquidation of the Partnership pursuant to Section
      3.1
      after
      which the Partnership is not reconstituted and its business continued, the
      General Partner or, in the event of a dissolution in which there is no General
      Partner, a special liquidator (“Special
      Liquidator”)
      appointed by a Required Approval shall immediately commence to wind up
      Partnership affairs and shall liquidate the assets of the Partnership as
      promptly as possible in an orderly and business-like manner so as not to involve
      undue sacrifice, as the General Partner (or Special Liquidator, as the case
      may
      be) in its discretion shall determine.

     

    Section
      13.2. Procedures
      on Liquidation.

     

    (a) Examination.
      Upon
      dissolution of the Partnership, to the extent Partnership funds are available
      therefor, the General Partner (or Special Liquidator, as the case may be) may
      cause the accountant (as selected by the General Partner) to perform an
      examination of the assets and liabilities of the Partnership as of the date
      of
      dissolution, and such statement shall be furnished to all Partners as soon
      thereafter as is practicable.


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    (b) Distributions.
      In the
      event of liquidation, the assets of the Partnership or the proceeds thereof
      shall be applied and distributed in the following order of
      priority:

     

    (i) to
      the
      payment of the debts and liabilities of the Partnership (other than Partners
      who
      are creditors solely as a result of application of Section 6.06 of DRLPA),
      and
      the expenses of liquidation, including, but not limited to, the reasonable
      fees
      of the Special Liquidator, if applicable;

     

    (ii) to
      the
      setting up of any reserves which the General Partner (or Special Liquidator,
      as
      the case may be) may deem reasonably necessary for any contingent or unforeseen
      liabilities or obligations of the Partnership, which reserves shall be paid
      over
      to a bank, as escrow-holder, to be held by it for the purpose of disbursing
      (under the direction of the General Partner or Special Liquidator, as the case
      may be) such reserves in payment of any of the aforementioned liabilities and
      obligations and, at the expiration of such period as the General Partner (or
      Special Liquidator, as the case may be) may deem advisable, for distribution
      in
      the manner hereinafter provided; 

     

    (iii) to
      the
      payment of debts and liabilities of the Partnership to Partners to the extent
      they are creditors solely as a result of application of Section 6.06 of DRLPA;
      and

     

    (iv) then,
      to
      the Limited Partners and the General Partner, in accordance with the order
      of
      priority of payments and the provisions of Section
      9.2(a)
      of this
      Agreement,

     

    Section
      13.3. No
      Release.
      No
      dissolution of the Partnership shall release or relieve any of the Partners
      or
      any of their respective successors, assigns, heirs or legal representatives,
      from any previous breach or default of, or from any obligations theretofore
      incurred or accrued under, any of the provisions of this Agreement, except
      to
      the extent otherwise expressly provided herein.

     

    ARTICLE
      XIV 

    ACCOUNTS
      AND RECORDS; ACCOUNTANTS; REPORTS

     

    Section
      14.1. Accounting
      Methods; Fiscal Year.
      The
      books
      of account of the Partnership shall be kept in accordance with generally
      acceptable accounting principles, consistently applied. The Fiscal Year of
      the
      Partnership shall be the calendar year.

     

    Section
      14.2. Records
      and Books of Account.

     

    (a) Maintenance.
      The
      General Partner shall maintain, or cause to be maintained, complete and accurate
      records and books of account of all transactions of the Partnership wherein
      shall be entered all transactions, matters and things relating to the
      Partnership's business as are usually entered into books of account kept by
      persons engaged in a business of a like character, all on the method of
      accounting selected by the General Partner.


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    (b) Location.
      All of
      such records and books of account, together with all other documents and files
      of the Partnership, including, but not limited to, copies of all documents
      prepared by the General Partner and all correspondence and drafts of documents,
      shall, at all times, be kept at the office for records of the Partnership
      established pursuant to Section
      2.4,
      and all
      such records, books of account, documents and files shall be the exclusive
      property of the Partnership. Upon an Event of Withdrawal of a General Partner,
      all such records, books of account, documents and files shall remain in the
      exclusive possession of the Partnership. At any time and from time to time
      while
      the Partnership continues and until its complete liquidation (but only during
      reasonable business hours), a Limited Partner, and/or any accountant or other
      professional or representative employed by such Limited Partner may, at such
      Limited Partner's own expense and upon at least two business days' prior written
      notice to the General Partner, fully examine, inspect, make copies and audit
      the
      Partnership's books, records, accounts and assets.

     

    Section
      14.3. Elections
      and Adjustments.
      The
      General Partner shall be permitted in any Fiscal Year to make such tax elections
      as it may from time to time reasonably deem necessary or appropriate. In
      addition, upon receipt of a notice from any Partner requesting that the
      Partnership file an election pursuant to Section 754 of the Code, the
      Partnership shall file such election. In the case of a Section 754 election,
      any
      additional fees or expenses resulting from the initial accounting set-up for
      such election shall be borne by the Persons for whom the permitted adjustments
      to basis as provided for in Code Section 734 and 743 are made. If a Section
      754
      election is filed, the General Partner will be required to provide additional
      accounting or tax information with respect to any adjustment to basis for the
      Limited Partners, provided such information is reasonably within the General
      Partner's knowledge. The Partners agree to provide the Partnership with such
      information as they possess which is required to give effect to any Section
      754
      election made by the Partnership.

     

    Section
      14.4. Tax
      Returns.
      On
      or
      before the end of the second month after the end of each Fiscal Year of the
      Partnership, the General Partner shall deliver to the Limited Partners such
      information as shall be necessary for the preparation by the Limited Partners
      of
      their federal income tax return. The General Partner shall also prepare or
      cause
      to be prepared all tax and information returns which the Partnership is required
      to file and the same shall be filed by the General Partner within the time
      prescribed by law for the filing of each such return.

     

    Section
      14.5. Reports.

     

    (a) The
      General Partner shall deliver to each Partner not later than 90 days following
      the end of each Fiscal Year, a balance sheet, an income statement, and annual
      statement of source and application of funds of the Partnership for such Fiscal
      Year.

     

    (b) No
      later
      than 45 days after the last day of each calendar quarter during the term of
      this
      Agreement, the General Partner shall cause the Partnership to prepare, or cause
      to be prepared (at the Partnership's expense if, and only if, prepared by an
      accountant who is not an employee or Affiliate of the General Partner), and
      delivered to each Partner, a balance sheet together with a cumulative profit
      and
      loss statement to date and with comparative statements for the like periods
      immediately preceding.


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    Section
      14.6. Tax
      Matters Partner.
      The
      General Partner is designated as the tax matters partner of the Partnership
      pursuant to section 6231(a)(7) of the Code (“Tax
      Partner”)
      unless
      (a) a replacement is designated and approved by a Required Approval, or (b)
      such
      General Partner suffers an Event of Withdrawal. If the General Partner suffers
      an Event of Withdrawal and a replacement is not designated and approved by
      the
      Partners as provided above, a Tax Partner shall be designated as provided by
      section 6231(a)(7) of the Code.

     

    Section
      14.7. Partnership
      Funds.
      All
      funds
      of the Partnership shall be deposited in checking accounts, savings accounts,
      time deposits, or certificates of deposit in the Partnership's name or shall
      be
      invested in the Partnership's name, in such manner as shall be designed by
      the
      General Partner from time to time. Partnership funds shall not be commingled
      with those of any other person or entity. Partnership funds shall be used by
      the
      General Partner only for the business of the Partnership.

     

    ARTICLE
      XV 

    CONSENT
      OF THE LIMITED PARTNERS

     

    Whenever
      the consent of the Limited Partners is required under this Agreement or
      applicable law or is otherwise requested by the General Partner in connection
      with any proposed action, the General Partner shall give notice of such proposed
      action to the Limited Partners. If after 15 business days a Limited Partner
      has
      not objected to the taking of such action by giving notice of its objection
      to
      the General Partner, such Limited Partner will be deemed to have consented
      to
      the taking of such proposed action. The foregoing shall not apply in the case
      of
      an Event of Withdrawal of a sole General Partner as described in Section
      11.2(a)(ii).
      In that
      event, the General Partner will be required to give notice of the Event of
      Withdrawal as provided in Section
      11.2(a)(ii),
      but the
      Limited Partners must themselves affirmatively elect to continue the Partnership
      business and appoint a substitute General Partner.

     

    ARTICLE
      XVI 

    MISCELLANEOUS

     

    Section
      16.1. Recipient
      of Distributions and Payments.
      All
      distributions and payments of cash or property to be made pursuant to the
      provisions of this Agreement shall be made directly to the parties who are
      entitled thereto at their respective addresses indicated in the records of
      the
      Partnership or at such other address as shall have been set forth in a notice
      sent pursuant to the provisions of Section
      16.2.

     

    Section
      16.2. Communications.
      Except
      as
      otherwise expressly provided in this Agreement, any election, approval, consent,
      objection, request, waiver, notice or other document required or permitted
      to be
      made or given pursuant to any provisions of this Agreement, shall be deemed
      duly
      made or given, as the case may be, if in writing, signed by or on behalf of
      the
      Person making or giving the same, and shall be deemed completed when either
      (a)
      personally delivered (with receipt acknowledged by the recipient), or (b) sent
      by electronic facsimile, provided a copy of such document is sent to such party
      the same day by one of the other methods set forth herein, or (c) deposited
      for
      delivery by Federal Express or other similar overnight courier service;
      addressed to the Person or Persons to whom such election, approval, consent,
      objection, request, waiver, notice or other document is to be made or given
      at
      their respective addresses, as follows:


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    (a) in
      the
      case of the Partners, at the addresses indicated in the records of the
      Partnership;

     

    (b) in
      the
      case of the Partnership, at the office of the Partnership specified in
Section
      2.4;
      and

     

    (c) a
      copy of
      any notice to the General Partner or the Partnership shall be delivered
      concurrently to Hodgson Russ, LLP, 60 East 42nd
      Street,
      New York, New York 10165, Attention: Stephen A. Weiss, Esq.

     

    Any
      party
      hereto shall have the right to change its address hereunder by sending notice
      to
      all other parties hereto pursuant to this Section.

     

    Section
      16.3. Dispute
      Resolution; Arbitration.

     

    (a) The
      parties will act in good faith and use commercially reasonable efforts to
      promptly resolve any claim, dispute, claim, controversy or disagreement (each
      a
“Dispute”)
      between the parties or any of their respective successors and assigns under
      this
      Agreement (other than with respect to the documents evidencing or securing
      the
      Acquisition Financing). If the parties cannot resolve the Dispute within a
      reasonable time frame (not to exceed 10 days from the date one party provides
      written notice thereof to the each other party in such Dispute), the Dispute
      will be submitted to arbitration conducted by the American Arbitration
      Association (“AAA”)
      in New
      York, New York and will be initiated and conducted in accordance with the
      Commercial Arbitration Rules (“Commercial
      Rules”)
      of the
      AAA, as such rules will be in effect on the date of delivery of a demand for
      arbitration (“Demand”),
      except to the extent that such rules are inconsistent with the provisions set
      forth herein. Notwithstanding the foregoing, the parties may agree in good
      faith
      that the AAA rules and procedures will not apply in order to promote the
      efficient arbitration of Disputes where the nature of the Dispute, including
      without limitation the amount in controversy, does not justify the application
      of such procedures.

     

    (b) The
      arbitration panel will consist of three arbitrators. Each party will name an
      arbitrator within ten (10) days after the delivery of the Demand. The two
      arbitrators named by the parties may have prior relationships with the naming
      party, which in a judicial setting would be considered a conflict of interest.
      The third arbitrator, selected by the first two, should be a neutral
      participant, with no prior working relationship with either party. If the two
      arbitrators are unable to select a third arbitrator within ten (10) days, a
      third neutral arbitrator will be appointed by the AAA from the panel of
      commercial arbitrators. If a vacancy in the arbitration panel occurs after
      the
      hearings have commenced, the remaining arbitrator or arbitrators may not
      continue with the hearing and determination of the controversy, unless the
      parties agree otherwise. The decision of any two (2) arbitrators shall be
      binding on the panel.


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    (c) The
      laws
      of the State of Delaware will govern the arbitrability of all Disputes. The
      arbitrators will allow such discovery as is appropriate to the purposes of
      arbitration in accomplishing a fair, speedy and cost-effective resolution of
      the
      Disputes. The arbitrators will reference New York Rules of Civil Procedure
      then
      in effect in setting the scope and timing of discovery. The New York Rules
      of
      Evidence will apply. The arbitrators may enter a default decision against any
      party who fails to participate in the arbitration proceedings.

     

    (d) Any
      award
      by the arbitrators will be accompanied by a written decision setting forth
      the
      findings of fact and conclusions of law relied upon in reaching the decision.
      The award rendered by the arbitrators will be final and binding upon the
      parties, and judgment upon such award may be entered by any court of competent
      jurisdiction. The parties agree that the existence, conduct and content of
      any
      arbitration will be kept confidential and no party will disclose to any person
      any information about such arbitration, except as may be required by law or
      by
      any governmental authority or for financial reporting purposes in each party's
      financial statements.

     

    (e) The
      non-prevailing party (as determined by the arbitrators) will pay the reasonable
      fees of each party's own outside attorneys, reasonable expenses of witnesses
      and
      all other reasonable expenses and costs in connection with the presentation
      of
      such party's case (collectively, “Attorneys'
      Fees”).
      The
      remaining costs of the arbitration, including without limitation, fees of the
      arbitrators, costs of records or transcripts and administrative fees
      (collectively, “Arbitration
      Costs”)
      will
      be born ratably by the parties involved in the dispute in accordance with their
      Interests in the Partnership. Notwithstanding the foregoing, the arbitrators
      may
      modify the allocation of Arbitration Costs and Attorneys' Fees in those cases
      where fairness dictates a different allocation of Arbitration Costs between
      the
      parties.

     

    Section
      16.4. Entire
      Agreement; Applicable Law; Effect.
      This
      Agreement contains the entire agreement by and among the parties with respect
      to
      the ownership and operation of the Partnership. The parties have now and expect
      to have in the future agreements that affect the Partners, such as matters
      relating to competition, and other business relationships of the Partners.
      This
      Agreement shall be construed, enforced and governed in conformity with the
      laws
      of the State of Delaware and the DRLPA, without giving effect to principles
      of
      conflicts of law, and shall be binding upon the parties hereto, their
      successors, heirs, devisees, permitted assigns, legal representatives, executors
      and administrators, but shall not be deemed for the benefit of creditors or
      any
      other Persons.

     

    Section
      16.5. Modification;
      Waiver or Termination.
      Except
      as
      otherwise expressly provided in this Agreement, no modification, waiver or
      termination of this Agreement, or any part hereof, shall be effective unless
      made in writing signed by the party or parties sought to be bound thereby,
      and
      no failure to pursue or elect any remedy shall constitute a waiver of any
      default under or breach of any provision of this Agreement, nor shall any waiver
      of any default under or breach of any provision of this Agreement be deemed
      to
      be a waiver of any other subsequent similar or different default under or breach
      of such or any other provision or of any election or remedies available in
      connection therewith. Receipt by any party of any money or other consideration
      due under this Agreement, with or without knowledge of any breach of default,
      shall not constitute a waiver of such breach or default of any provision of
      this
      Agreement.


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    Section
      16.6. Counterparts.
      This
      Agreement may be executed in one or more counterparts and, notwithstanding
      that
      all of the parties did not execute the same counterpart, each of such
      counterparts shall, for all purposes, be deemed to be an original, and all
      of
      such counterparts shall constitute one and the same instrument binding on all
      of
      the parties hereto.

     

    Section
      16.7. Separability.
      Each
      provision of this Agreement shall be considered separable and (a) if for any
      reason any provision or provisions herein are determined to be invalid and
      contrary to any existing or future law, such invalidity shall not impair the
      operation of or affect those portions of this Agreement which are valid, and
      (b)
      if for any reason any provision or provisions of this Agreement would subject
      the Limited Partners to any personal liability for the obligations of the
      Partnership under the laws of the State of Delaware or any other laws, as the
      same may now or hereafter exist, such provision or provisions shall be deemed
      void and of no effect.

     

    Section
      16.8. Article
      and Section Headings.
      Article
      and section titles or captions contained in this Agreement are inserted only
      as
      a matter of convenience and for reference, and shall not be construed in any
      way
      to define, limit, extend or describe the scope of any of the provisions
      hereof.

     

    Section
      16.9. Word
      Meanings.
      The
      words
      such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this
      Agreement as a whole and not merely to a subdivision in which such words appear
      unless the context otherwise requires. The singular shall include the plural
      and
      the masculine gender shall include the feminine and neuter, and vice versa,
      unless the context otherwise requires.

     

    Section
      16.10. Exhibits.
      All
      exhibits annexed hereto are expressly made a part of this Agreement, as fully
      as
      though completely set forth herein.

     

    Section
      16.11. Survival
      of Covenants, Etc.
      The
      covenants and other statements set forth in this Agreement shall survive
      execution and delivery hereof and making of the Capital Contributions provided
      for herein. All of the same shall be deemed to be independently material and
      to
      have been relied upon by the party or parties to whom made.

     

    Section
      16.12. Further
      Actions.
      Each
      of
      the Partners shall hereafter execute and deliver such further instruments and
      do
      such further acts and things as may be required or useful to carry out the
      intent and purpose of this Agreement and as are not inconsistent with the
      provisions hereof.

     

    Section
      16.13. Deadlines. 
      If
      any
      deadline set forth in this Agreement falls on a Saturday, Sunday or other
      non-business day, such deadline shall be deemed to be extended until the first
      business day thereafter.


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    Section
      16.14. Consent
      to Multi-Party Representation.
      Hodgson
      Russ, LLP (“HR”) has been retained by the General Partner in connection with the
      formation of the Partnership and in such capacity has provided legal services
      to
      the General Partner, Affiliates of the General Partner, the Partnership and
      Solar Thin. The General Partner, its Affiliates, Solar Thin and the Partnership
      expect to continue to retain HR to provide legal services to Solar Thin, the
      General Partner, its Affiliates and the Partnership. HR is not representing
      and
      will not represent any of the Limited Partners in connection with the formation
      of the Partnership, the management and operation of the Partnership, or any
      dispute which may arise between (on the one hand) any Limited Partner(s) and
      (on
      the other hand) the General Partner, any Affiliates of the General Partner,
      Solar Thin and/or the Partnership (the “Partnership
      Legal Matters”).
      Each
      Limited Partner hereby agrees that HR may continue to represent Solar Thin
      and
      the General Partner, its Affiliates and the Partnership in connection with
      any
      and all Partnership Legal Matters (including any dispute between the General
      Partner, its Affiliates and one or more Limited Partners) and waives any present
      or future claim of conflict of interest on the part of HR regarding Partnership
      Legal Matters.

    


    [Signature
      Page to Follow]


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      set forth above.

     

    
      	
              GENERAL
                PARTNER:

            
	 
	
              ALGATEC
                MANAGEMENT, LLC,

            
	
              a
                Delaware limited liability company

            
	 
	
              By:

            	
              /s/
                Robert M. Rubin

            
	 	
              Robert M. Rubin, Member- Manager

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Limited Partners
      counterpart signature page to Agreement of Limited Partnership,
      2008

     

    IN
      WITNESS WHEREOF, the
      undersigned have counter executed and accepted this Escrow Agreement as of
      the
      date set forth below. 

     

    
      	
              ENTITY
                LIMITED PARTNERS:

            
	 
	   

	
              (Print
                name of entity)

            
	 	 
	
              By:
                

            	   

	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              Date:

            	_________ ___________ 
	 	 
	
              Individual
                Limited Partners:

            
	 	 
	     

	
              (Print
                name)

            
	    

	
              (Signature)

            
	
              Date:

            	______
              ______________ 


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Exhibit
      “A”

    


    

      
        	
                Partners

              	 	
                Capital Contributions

              	
                 

              	
                Interests

              	 
	 	 	 	 	 	 
	
                General Partner:

              	 	 	 	 	 
	
                Algatec
                  Management, LLC

                25
                  Highland Boulevard

                Dix
                  Hills, New York 11746

              	 	
                $

              	
                165,000
                  

              	
                (1)

              	 	
                5.00

              	
                %

              
	 	 	 	 	 	 	 	 
	
                Limited
                  Partners

              	 	 	
                Capital Contributions

              	
                 

              	
                 

              	
                Interests

              	 
	
                Rubin Family
                  Stock Trust

                25
                  Highland Boulevard

                Dix
                  Hills, New York 11746

              	 	
                $

              	
                1,500,000

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Scott
                  Galin

                5
                  Fletcher Ave

                Lexington
                  MA, 02420

              	 	
                $

              	
                1,300,000

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Roger
                  Grossman

              	 	
                $

              	
                100,000

              	 	 	 	 
	
                JAD
                  Ventures LLC

              	 	
                $

              	
                50,000

              	 	 	 	 
	
                David’s
                  Consulting

              	 	
                $

              	
                25,000

              	 	 	 	 
	
                Oren
                  Salomon

              	 	
                $

              	
                25,000

              	 	 	 	 
	
                Dafna
                  Salomon

              	 	
                $

              	
                25,000

              	 	 	 	 
	
                Eli
                  Salomon Special Trust

              	 	
                $

              	
                25,000

              	 	 	 	 
	
                David
                  Salomon

              	 	
                $

              	
                125,000

              	 	 	 	 
	
                Elizabeth
                  Rosenfeld

                330
                  Kenridge Road,

                Lawrence,
                  N.Y.11559

              	 	
                $

              	
                30,000

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Gepoplideaux
                  International, Inc.  

                PO
                  Box 205

                Cedarhurst,
                  NY 11516

              	 	
                $

              	
                20,000

              	 	 	 	 
	
                Judd
                  Odzer 

                1634
                  52 Street

                Brooklyn
                  NY 11204

              	 	
                $

              	
                80,000

              	 	 	 	 


      

    

    
       

      (1) Evidenced
        by delivery of the General Partner’s Note.

    


    
      
        
        

      

      
        3