Partnership Agreement

The Gold Standard Investment Club

This agreement of partnership, is made as of April 8, 1997, between the undersigned

Partners.

Matt Dunford	Chris Lovejoy	Max Buja
Jason Day	Keith Bunch	Robert Hussman
Ryan Gosney	James Harper

I. FORMATION OF PARTNERSHIP: The undersigned hereby form a General Partnership in, and in accordance with, the laws of the State of Texas.

II. NAME OF PARTNERSHIP: The name of the partnership shall be, Gold Standard Investment Club. This partnership is filed with the County Clerk's Office in the County under the Certificate of Doing Business Under Assumed Name of Gold Standard Investment Club.

III. TERM: The partnership shall begin on April 8, 1997. No sooner than five years from the Execution Date, the partnership may vote to terminate the partnership. A two-thirds majority shall rule for any such vote on termination. Should a vote for termination be approved, assets shall be liquidated and the proceeds, net of liquidation expenses, distributed to the partners in accordance with their partnership interest following the parameters set forth in the subsections below.

A. Liquidation Partner. Subsequent to a successful vote to terminate the partnership, nominations will be accepted for and a vote taken to elect, by majority vote, a Liquidation Partner. The Co-Treasurer and the Liquidation Partner will jointly execute the Process of Liquidation (as defined below).

B. Process of Liquidation. Liquidating transactions shall occur beginning on the date that termination is approved (the Termination Date) and ending 90 days thereafter (the Period of Liquidation). In each of the three 30 day periods during the Period of Liquidation, no less than 25% and no more than 50% of the market value of the assets (as of the Termination Date) of the partnership shall be liquidated to cash.

C. Distribution. Distribution payments shall be made to each partner on a bi-weekly basis (the Periodic Payment), only to the extent that liquidating transactions have occurred, beginning on the Termination Date. Each Periodic Payment will distribute the proceeds from liquidation from the date through which the last Periodic Payment included and up the date five days proceeding the Periodic Payment.

IV. PURPOSE: The purpose of the partnership shall be to invest the assets of the partnership solely in stocks, bonds and securities for the education and benefit of the partners. Also, to educate the partners in the ways and means of investing in the stock market in a way that enables the partners to make better informed decisions in managing the growth of their personal financial portfolio.

V. MEETINGS: Monthly meetings shall be held as determined by the partnership.

VI. CAPITAL CONTRIBUTIONS: The partners will each make an initial capital contribution of $175.00 to the partnership on the first meeting to the Co-Treasurer. The partners will make capital contributions to the partnership on each monthly meeting of $50.00, $75.00, or $100.00 to the Co-Treasurer. Upon the death of a partner, the partner's contribution shall cease. No partner's capital account shall exceed twenty percent (20%) of the capital accounts of all partners without a two-thirds vote.

VII. VALUATION: The current assets and property of the partnership, less the current value of the debts and liabilities of the partnership (hereinafter referred to as "value of the partnership") shall be determined as of the last business day of the previous month. The aforementioned date of valuation shall hereinafter be referred to as "valuation date."

VIII. CAPITAL ACCOUNTS: There shall be maintained in the name of each partner a capital account. Any increase or decrease in the value of the partnership on any valuation date shall be credited or debited, respectively, to each partner's capital account on said date. Each partner's capital contribution to, or capital withdrawal from, the partnership, shall be credited, or debited respectively, to that partner's capital account.

IX. MANAGEMENT: Each partner shall participate in the management and conduct of the affairs of the partnership on an equal basis. Decisions shall be made by a two-thirds majority vote of this partnership.

X. SHARING OF PROFITS AND LOSSES: Net profits or losses of the partnership shall inure to, and be borne by, the partners, in proportion to the balances in their capital accounts.

XI. BOOKS OF ACCOUNT: Books of the account of transactions of the partnership shall be kept and be available and open to inspection and examination by any partner on the meeting day.

XII. ANNUAL ACCOUNTING: At the second monthly meeting of each calendar year, a full and complete account of all investments, transactions and expenses of the partnership shall be made to the partners.

XIII. BANK ACCOUNT: The partnership shall select a bank for the purpose of opening a partnership bank account. Funds deposited in said bank account shall be withdrawn by checks signed by the Co-Treasurer or any other partner designated in writing by this partnership.

XIV. BROKER ACCOUNT: None of the partners of this partnership shall be a broker that conducts business with this partnership as a broker; however, the partnership may select a broker and enter into such agreements with said broker as required for the purchase or sale of stocks, bonds, and securities. The Co-Treasurer shall perform the ministerial functions of giving orders to the broker covering the purchase or sale of stocks, bonds, and securities for the accounts of the partnership and then only after said purchases or sales have been approved by a two thirds majority vote of this partnership. Securities owned by this partnership will be held in the partnership name unless another name shall be designated by the partnership.

XV. NO COMPENSATION: No partner shall be compensated for services rendered to the partnership, except for reimbursement of expenses for $100.00 or less authorized by the President and the Treasurer. Reimbursement for expenses greater than $100.00 shall be approved and authorized by a two-thirds majority vote of this partnership. Expenses are only considered for reimbursement when they are in direct support of Section IV of this partnership agreement.

XVI. ADDITIONAL PARTNERS: Additional partners may be admitted after set time, upon the approval by a two-thirds majority vote of this partnership, so long as the number of the partners does not exceed fifteen (15). Additional partners will each make an initial capital contribution at set amount determined by a two-thirds vote of the partners in the partnership at said partner's first meeting to the Co-Treasurer.

XVII. WITHDRAWAL: Any partner withdrawing from the partnership will receive one of the following treatments, within 30 days of withdrawal submission.

A. BY DEATH OR INCAPACITY: In the event of death or physical incapacity due to accident or illness, or if a partner is unable to participate actively in the partnership for reasons to be approved by two-thirds vote of all partners, one hundred percent (100%) of said partner's interest in the partnership, less expenses incurred to liquidate assets to satisfy said account shall be made available for payment to the partner's estate.

1. The remaining partners (herein after referred to as partnership) may purchase said partner's interest in the partnership or sell to any person that is acceptable to two-thirds of the remaining partners.

2. Partnership may liquidate assets to satisfy said amount. The said partner's interest in the partnership will be liquidated and paid out in one payment based on the valuation date.

B. BY VOLUNTARY WITHDRAWAL: A partner may withdraw from the partnership by submitting a withdrawal request to the President. The partner may:

1. Sell their interest in the partnership to the partnership, or to any person that is acceptable to two thirds of the remaining partners.

2. Liquidate their interest in the partnership, incurring all expenses of this liquidation and receive 85% for the first year plus 5% each additional year of their total investment. The said partner's interest in the partnership will be incrementally liquidated and paid out in three payments. The first liquidation and payment shall be at 50% of the final proceeds based on the valuation date. The second liquidation and payment shall be at 25% of the final proceeds 30 days after the first payment date based on the valuation date. The third and final liquidation and payment shall be the remaining 25% of the final proceeds, 30 days after the second payment date based on the valuation date.

C. AUTOMATIC WITHDRAWAL: Should a partner be delinquent in their monthly contributions for a period of 61 days, they will be automatically terminated as a partner and will receive an amount equal to 75% of their total investment in the partnership less the amount of any delinquent contribution and fines described in Section XVIII of this agreement.

1. Partnership may purchase said partner's interest in the partnership or sell to any person that is acceptable to simple majority of the remaining partners.

2. Partnership may liquidate assets to satisfy said amount and deduct the expenses from proceeds to the delinquent partner. The proceeds after deductions will be incrementally liquidated and paid out in three payments. The first liquidation and payment shall be at 50% of the final proceeds based on the valuation date. The second liquidation and payment shall be at 25% of the final proceeds 30 days after the first payment date based on the valuation date. The third and final liquidation and payment shall be the remaining 25% of the final proceeds, 30 days after the second payment date based on the valuation date.

XVIII. DELINQUENT CONTRIBUTION: Monthly contributions to the partnership are due on each regular monthly meeting. Should a partner be delinquent in their contribution by more than five days, a delinquent fine of $10.00 will be imposed on said partner. Should the delinquency exceed 31 days an additional delinquent fine of $25.00 will be imposed on said partner. Should the delinquency exceed 61 days, the said partner's membership shall be terminated as outlined in Section XVII, Paragraph C of this agreement. Fines shall be deposited in the club's bank account for club use other than investing in securities. Postmarks will be recognized as date of payment if contribution or said payment is mailed.

XIX. OFFICERS: Nominations for the offices of the President, Vice President, Secretary, Co-Treasurer, Treasurer, and the Tax Treasurer will be received annually during the regular October meeting and elected annually during the regular November meeting. The newly elected officers shall assume the duties of their respective offices at the January meeting of each year with the overlap of one month for old officers to February. Officers may succeed themselves in the same office.

A. Officers who do not or cannot perform the duties of their office may be replaced at any time upon the approval by a two-thirds majority vote of this partnership.

B. It shall be the duty of the President to preside at meetings; appoint a parliamentarian; appoint committees, and oversee club activities. The President will have the power to recommend disciplinary action to any Partner who, in the opinion of a member of the Club, is considered to have acted contrary to the provisions of these By Laws or has displayed negligence in the performance of duties or expectations.

C. It shall be the duty of the Vice President to assume the duties of the President when the President is absent or temporarily unable to carry out their duties. In addition, the Vice President will be responsible for the activities, progress, and reports of all committees that are formed.

D. It shall be the duty of the Secretary to keep a record of Club business and issue a report of all meetings. They will be responsible for all correspondence pertaining to the Club, including the distribution of reports from meetings, officers and committees. Upon notification by the President or the Co-Treasurer; the Secretary will issue a notice to any Partner regarding any fines or disciplinary action, and include the reason and decision for the action.

E. The Treasurer will keep record of all Club financial activities; calculate and distribute valuation statements each month, and any other statistical reports required. The Treasurer will maintain records accounting for the Club financial operation; assets; individual account value.

F. The Co-Treasurer will be authorized by the Partnership to place buy and sell orders; and will distribute and collect funds. The Co-Treasurer will be responsible for all cash and broker transactions; the collection of dues and fines; notifying the Secretary of Partners in default of dues or subject to fines; providing data to the Treasurer.

G. The Tax Treasurer will fulfill the duties of Treasurer in his/her absence or inability to serve. The Tax Treasurer shall prepare an annual statement and prepare proper tax forms.

XX. AUDITING: Within thirty (30) days prior to the annual accounting, an auditing committee comprised of two (2) non-officer partners, appointed by the President, shall inspect the partnership records in conjunction with the Treasurer.

XXI. AMENDMENTS: The partnership may, at any time, amend this partnership agreement by a two-thirds majority vote of the partners, with the exception of this section (Section XXI), which will require a unanimous vote.

XXII. 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 business.

B. Assign, transfer, pledge, mortgage or sell all or part of their interest in the partnership to any other person, except as stated in Section XVII B.

C. Purchase an investment for the partnership where less than the full purchase price is paid for it.

D. Use the partnership name, credit or property for other than partnership purposes.

E. Do any act detrimental to the best interest of the partnership or which would make it impossible to carry on the business or affairs of the partnership.

F. Conduct any short sales.

G. Incur any form of debt, including purchasing any assets on margin.

XXIII. INDEMNITY: Each partner agrees to indemnity and hold harmless the other partners for all suits, actions, liabilities, damages, costs and expenses, including without limitation attorneys fees.

This agreement of partnership is hereby declared and shall be binding upon the respective heirs, executors, administrators and personal representatives of their parties.

IN WITNESS WHEREFORE, the parties have set their hands and seal the year and day first above written.

All partners signed below:

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