I, Domo - Domo Securities and Investments

Main

Financials

General Partnership Agreement

I, Domo

THIS AGREEMENT OF GENERAL PARTNERSHIP, effective as of November 10th, 2005, by and between the undersigned, to wit:

General Partner(s):

Name: __________________________

NOW, THEREFORE, IT IS AGREED:
i. Definitions. Refer to the Bylaws for definitions of partnership-specific terms.

1. Formation. The undersigned hereby form a General Partnership (the "partnership") in, and in accordance with the laws of, the State of Maryland.

2. Name. The name of the partnership shall be "I, Domo."

3. Term. The partnership shall begin on November 10, 2005 and shall continue until terminated as hereinafter provided.

4. Purpose. The only purpose of the partnership is to allow Officers to invest the assets of the partnership solely in stocks, bonds, and other securities ("securities") for benefit of Members.

5. Meetings. No periodic meetings are mandatory. The only mandatory meeting for Partners is the Annual Meeting, as outlined in the Bylaws.

6. Capital Contributions. General Partners are not required to, but may if they wish, make capital contributions. The minimum contribution to become a Member is outlined in the Bylaws.

7. Value of the Partnership. The current value of the assets of the partnership, less the current value of the liabilities of the partnership, (hereinafter referred to as the "value of the partnership") shall be determined as of a regularly scheduled date and time ("valuation date") by the Group.

8. Capital Accounts. A capital account, consisting of all of the Group's assets, shall be maintained in the name of the General Partner. Valuations of assets of Members shall be the responsibility of the Treasurer of the Group, as outlined in the Bylaws.

9. Management. Each General Partner shall participate in the management and conduct of the affairs of the partnership.

10. Sharing of Profits and Losses. Net profits and losses of the partnership shall inure to, and be borne by Members in proportion to the value of each of their capital accounts.

11. Books of Account. Books of account of the transactions of the partnership shall be kept and at all times be available and open to inspection and examination by any Member or Partner.

12. Annual Accounting. Each calendar year, a full and complete account of the condition of the partnership shall be made to the Members and Partners.

13. Bank Account. The partnership may, if necessary, select a bank for the purpose of opening a bank account. Funds in the bank account shall be withdrawn by checks signed by any general partner designated by the partnership.

14. Broker Account. None of the partners of this partnership shall be a broker. However, the partnership may select a broker and enter into such agreements with the broker as required for the purchase or sale of securities. Securities owned by the partnership shall be registered in the partnership name unless another name shall be designated by the partnership.
Any corporation or transfer agent called upon to transfer any securities to or from the name of the partnership shall be entitled to rely on instructions or assignments signed by any partner without inquiry as to the authority of the person(s) signing such instructions or assignments, or as to the validity of any transfer to or from the name of the partnership.
At the time of a transfer of securities, the corporation or transfer agent is entitled to assume (1) that the partnership is still in existence, and (2) that this Agreement is in full force and effect and has not been amended unless the corporation or transfer agent has received written notice to the contrary.

15. Compensation. General partners are entitled to compensation rendered to the partnership, as outlined in the Bylaws. Reimbursements for expenses are deducted from the Cash asset of the Partnership.

16. Additional Partners. Additional partners may be admitted at any time, upon the unanimous consent of existing general partners. All new partners will make a one-time payment to the partnership, equal to that amount dictated in the Bylaws. Payments received from new partners may, but not necessarilly will, be used for legal fees, upgrading software packages, training materials, or any other partnership approved expense. This initial payment to the partnership will be counted as Paid-In Capital for the partnership, and will form the basis of their initial contribution, and will determine that Member's share of the partnership's assets.

16.A. Division of Profits and Losses. Profits and losses are limited to the share of a Member. That is, Members are only liable for the total of their contributions. General partners are only liable for the total of their contributions (if any).

16.B. Seperation of Share. As outlined in this Partnership Agreement, each Partner will hold two amounts of share in the partnership. One amount will be "Voting Share." The other will be "Monetary Share," also referred to as "stake." Each is mutually exclusive of the other. General partners hold 100% of Voting Share within the Partnership, which is divided evenly amongst each general partner, regardless of their contributions and Monetary Share. Monetary Share is determined by each Member's total contributions, plus any capital gains or dividends, minus any capital losses and expenses, divided by the the total value of the Partnership. Monetary Share is used to determine dividend payouts and withdraws, and has no other power than that.

16.C. Legal. All new partners are required to sign a partnership agreement, but are not necessarily required to sign the original partnership agreement. All agreements signed by new partners must be co-signed by an existing general partner. Each partner is required to keep a signed copy of the partnership agreement.

16.D. Minor-Aged Partners. Minor-aged partners are not permitted under any circumstances.

17. Transfers to a Trust. A general partner may, after giving written notice to the other general partners, transfer his/her interest in the partnership to a revocable living trust of which he/she is the grantor and sole trustee.

18. Limited Partners. Under the guidelines of a general partnership, there are no limited partners.

19. Partnership Dues. There are no dues for being a partner, except the initial contribution.

20. Termination of Partnership. The partnership may be terminated by unanimous agreement of the general partners. Written notice of a meeting where termination of the partnership is to be considered shall include a specific reference to this matter. Written notice of the decision to terminate the partnership shall be given to all the general partners. Payment shall then be made of all the liabilities of the general partnership and a final distribution of the remaining assets, either in cash or in kind, shall promptly be made to the Members or their personal representatives in proportion to each general partner's capital account.

21. Voluntary Withdrawal (Partial or Full) of a General Partner. Persuant to the guidelines in the Bylaws, any general partner may withdraw a part or all of the value of his/her stake in the capital account of the partnership and the partnership shall continue as a taxable entity.
The general partner withdrawing a part or all of the value of his/her capital shall give notice of such intention in writing to the Secretary.
The value of the partnership as set forth in the Bylaws will be used to determine the value of the partner's account in making payment.
The partnership shall pay the general partner who is withdrawing a portion or all of the value of his/her capital account in the partnership in accordance with paragraph 27 of this Agreement.

22. Death or Incapacity of a General Partner. In the event of the death or incapacity of a general partner (or the death or incapacity of the grantor and sole trustee of a revocable living trust, if such trust is a general partner pursuant to Paragraph 18 hereof), receipt of notice of such an event shall be treated as a notice of full withdrawal.

23. Delinquent Capital Contributions. There are no due dates for contributions. Partners may contribute to the Partnership's capital account at any time, in any interval.

24. Removal of a Partner. Any partner may be removed by agreement of the general partners, for any reason. The removal shall become effective upon payment of the value of the removed partner's capital account, which shall be in accordance with the provisions of full withdrawal of a partner noted in paragraphs 22 and 27. The vote action shall be treated as receipt of request for withdrawal.

26. Terms of Payment. In the case of a partial withdrawal, payment may be made in cash or securities of the partnership or a mix of each at the option of the general partner making the partial withdrawal. In the case of a full withdrawal, payment may be made in cash or securities or a mix of each at the option of the remaining general partners. In either case, where securities are to be distributed, the remaining general partners select the securities.
Where cash is transferred, the partnership shall transfer to the general partner (or other appropriate entity) withdrawing a portion or all of his/her interest in the partnership, an amount equal to the value of the capital account being withdrawn, less the actual cost to the partnership of selling securities to obtain cash to meet the withdrawal. The amount being withdrawn shall be paid within 10 days after the valuation date used in determining the withdrawal amount.
If the general partner withdrawing a portion or all of the value of his/her capital account in the partnership desires an immediate payment in cash, the partnership at its earliest convenience may pay eighty percent (80%) of the estimated value of his/her capital account and settle the balance in accordance with the valuation and payment procedures set forth in paragraphs 22 and 27.
Where securities are transferred, the partnership shall select securities to transfer equal to the value of the capital account or a portion of the capital account being withdrawn (i.e., without a reduction for broker commissions). Securities shall be transferred as of the date of the Group's valuation statement prepared to determine the value of that partner's capital account in the partnership. The Group's broker shall be advised that ownership of the securities has been transferred to the general partner as of the valuation date used for the withdrawal.

27. Debt. At no time will the total debt of the partnership exceed an amount equal to 50% of the assets of the partnership.

28. Officers. Refer to the Bylaws for details about duties and assignment. Other Officers include, but are not limited to, the Vice President, Treasurer, and Secretary. It is not necessary for each position to be filled at any time (other than the Advisor/President Position), and one person may hold more than one position. Officers shall serve a term indefinitely, at the discretion of the Advisor who shall serve that term for the duration of the partnership. No general partner may be under the age of eighteen (18) years old.

29. Recognition of Risks. Every investment involves a certain element of risk. By signing this agreement, each partner states that he/she understands and accepts these risks, and understands that no returns are guaranteed, and that investments may lose value, and are not insured.

30. Amendments. The partnership may, at any time, amend this partnership agreement by a two-thirds majority vote of the general partners, with the exception of this paragraph (Paragraph 31), which will require a unanimous vote.

31. Forbidden Acts: No partner shall:
(a) Have the right or authority to bind or obligate the partnership to any extent whatsoever with regard to any matter outside the scope of the partnership purpose.
(b) Except as provided in paragraph 17, without the unanimous consent of all the other general partners, assign, transfer, pledge, mortgage or sell all or part of his/her interest in the partnership to any other partner or other person whomsoever, or enter into any agreement as the result of which any person or persons not a general partner shall become interested with him/her in the partnership.
(c) Use the partnership name, credit or property for other than partnership purposes.
(d) Do any act detrimental to the interests of the partnership or which would make it
impossible to carry on the business or affairs of the partnership.
(e) Under any circumstances offer possible membership rights to any individual or group
without the unanimous approval of the partnership.

31. Place of business. The partnership's principle place of business is in the state of Maryland, though operations and communications are primarily conducted online.

This Agreement of General Partnership hereby declared and shall be binding upon the respective heirs, executors, trustees, administrators and personal representatives of the parties.

The parties have caused this Agreement of General Partnership to be executed on the dates indicated below, effective on the date indicated above.