19.  Voluntary Withdrawal (Partial or Full) of a Partner.  Any partner may withdraw a part or all of the value of his capital account in the partnership and the partnership shall continue as a taxable entity. 

    The partner withdrawing a part or all of the value of his capital account shall give notice of such intention in writing to the Recording Partner. Written notice shall be deemed to be received as of the first meeting of the partnership at which it is presented.  If written notice is received between meetings it will be treated as received at the first following meeting.

    In making payment, the value of the partnership as set forth in the valuation statement prepared for the first meeting following the meeting at which notice is received from a partner requesting a partial or full withdrawal, will be used to determine the value of the partner's account.

    The partnership shall pay the partner who is withdrawing a portion or all of the value of his capital account in the partnership in accordance with paragraph 21 of this Agreement.

20.  Death or Incapacity of a Partner.  In the event of the death or incapacity of a partner (or the death or incapacity of the grantor and sole trustee of a revocable living trust, if such trust is partner pursuant to Paragraph 17A hereof), receipt of notice shall be treated as a notice of full withdrawal.

21. Terms of Payment.  In the case of a partial withdrawal, payment will be made in cash. 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 partners.  In either case, where securities are to be
distributed, the remaining partners select the securities.

    Where cash is transferred, the partnership shall transfer to the partner (or other appropriate entity) withdrawing a portion or all of his interest in the partnership, an amount equal to the lesser of (i) ninety-seven percent (97%) of the value of the
capital account being withdrawn, or (ii) the value of the capital account being withdrawn, less the actual cost to the partnership of selling securities to obtain cash to meet the withdrawal.  The amount being withdrawn shall be paid within 10 days after the valuation date used in determining the withdrawal amount.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 partner withdrawing a portion or all of the value of his 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 capital
account and settle the balance in accordance with the valuation and payment procedures set forth in paragraphs 19 and 21.