This AGREEMENT of PARTNERSHIP, effective as of April 10, 2003, by and between the undersigned, to wit,

[General Partner names]

NOW, THEREFORE IT IS AGREED,

1. Formation. The undersigned ("Partners") herewith form a General Partnership in, and in accordance with the laws of, the State of Indiana.
2. Name. The name of the General Partnership shall be the "Greater Evansville Capitalists with Common Objectives" and shall be referred to hereinafter as "GECCO" or "the Partnership".
3. Term. GECCO shall commence on April 13, 2000 and continue from year to year as determined by the Partnership, unless terminated as provided in Section 17.
4. Purpose. The purpose of GECCO is to invest the assets of the Partnership solely in stocks, bonds, and other securities for the education and benefit of the Partners.
5. Meetings. Meetings shall be held from time to time as determined by the Partnership.
6. Capital Contributions. The Partners shall make capital contributions to the Partnership at each meeting, in such amounts as the Partnership shall determine, provided, however, that no Partner’s capital account shall exceed thirty (30) percent of the aggregate sum of the capital accounts of the entire Partnership.
7. Valuation of the Partnership. The current value of the assets of the Partnership, less the current value of the debts and liabilities of the Partnership, (hereinafter referred to as the "Value of the Partnership") shall be determined at a regularly scheduled date and time preceding the commencement of each meeting by the Treasurer or the designee of the Partnership.
8. Capital Accounts. A capital account shall be maintained in the name of each partner. 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 in the proportion to the sum of all Partner capital accounts on that date. [Any other method of valuating each Partner's capital account may be substituted for this method provided that said substituted method results in exactly the same valuation as provided herein.] Each Partner's capital contribution to, or capital withdrawal from, the Partnership shall be credited, or debited, respectively, to that Partner's capital account.
9. Management. Partners shall contribute to the management and conduct of the affairs of the Partnership. Except as otherwise determined, all decisions shall be made by the Partners in accordance with voting procedures described in the Partnership by-laws.
10. Sharing of Profits and Losses. Net profits and losses of the Partnership shall inure to, and be borne by, the Partners in proportion to the value of each of their capital accounts.
11. Books of Account. Books of accounts of the transactions of the Partnership shall be kept and maintained by the Treasurer or the designee of the Partnership and shall be open to inspection and examination upon request of any Partner.
12. Annual Accounting. Each calendar year, on or before March 1, a full and complete account of the condition of the Partnership shall be made to the Partners by the Treasurer or the designee of the Partnership. The annual statement and books of account will be subject to an audit by a Partner designated by the Partnerhip.
13. Bank Account. The Partnership may open bank accounts for the purpose of depositing and withdrawing capital account contributions of the Partners. Funds deposited in the account shall be fully insured and withdrawn by checks signed by any Partner designated by the Partnership.
14. Brokerage Account. The Partnership may select a brokerage firm and enter into such agreements with the firm as required for the purchase or sale of securities. Securities owned by the Partnership shall be registered in the name of the GECCO Investment Club.

No Partner shall serve as broker for any securities transactions conducted by the Partnership.

Any corporation or transfer agent called upon to transfer any security to or from the name of the Partnership shall be entitled to rely on instructions or assignment signed or purporting to be signed by any duly elected Officer of the Partnership, 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, provided said corporation or transfer agent has previously been furnished with a copy of written notice naming and authorizing said Officer(s) to sign such instructions or assignments.

At any 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. No Compensation. No Partner shall be compensated for services rendered to the Partnership, except reimbursement for expenses as agreed upon by the Partnership.
16. Additional Partners. Additional Partners may be admitted at any time, upon the unanimous consent of all active Partners, so long as the number of Partners does not exceed the maximum permitted by Partnership by-laws.

1. Transfers to a Trust. Any Partner may, after giving written notice to the other Partners, transfer his interest in the Partnership to a revocable living trust of which he is the grantor and sole trustee.
2. Removal of a Partner. Any Partner may be removed by a two-thirds majority agreement of all active Partners. Prior written notice of any meeting in which removal of a partner will be considered is required to make removal effective. This notice shall be sent seven days prior to the meeting regarding removal and shall be sent to all Partners. 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 on full withdrawal of a partner noted in Sections 18 and 20. The vote action shall be treated as receipt of request for withdrawal.
17. Termination of Partnership. The Partnership may be terminated by agreement of the Partners whose capital accounts total a majority in amount of the capital accounts of all the Partners. Written notice of the meeting where termination of the Partnership is to be considered shall include a specific reference to this matter. The Partnership shall terminate upon a majority vote of all Partners' capital accounts. Written notice of the decision to terminate the Partnership shall be given to all the Partners prior to the meeting deciding termination. Payment shall then be made of all the liabilities of the Partnership and a final distribution of the remaining assets either in cash or in kind, shall promptly be made to the Partners or their personal representatives in proportion to each Partner's capital account.
18. Voluntary Withdrawal (Partial or Full) of a Partner. Any Partner may withdraw a part or all of the value of his/her capital account in the Partnership and the Partnership shall continue as a taxable entity. Partners withdrawing a portion or all of the value of their capital account shall give written notice of such intention to the Secretary. Written notice shall be deemed to be received as of the first meeting of the Partnership at which it is presented.

In making payment to a partner making a full or partial withdrawal, the Value of the Partnership as set forth in the valuation statement prepared for the first meeting following the meeting at which written 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/her capital account in the Partnership in accordance with Section 20 of this Agreement.

19. 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 Section 16a hereof), receipt of notice of such event shall be treated as a notice of full withdrawal.
20. Terms of Payment. In the case of a partial withdrawal by a Partner, payment may be made in cash, securities, or a mix of both at the option of the Partnership. In the case of a full withdrawal by a Partner, payment may be made in cash, securities, or a mix of each at the option of the remaining Partners. The remaining Partners shall select which securities, if any, may be distributed. The above notwithstanding, these terms of payment shall not be applicable to termination of a partner.

Where cash is transferred, the Partnership shall transfer to the 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 expense incurred by the Partnership by selling securities to obtain cash to meet the withdrawal. The amount being withdrawn shall be paid within thirty (30) calendar days after the valuation date used in determining the withdrawal amount.

If a Partner withdrawing a portion or all of the value of his/her capital account desires an immediate payment in cash, the Partnership at its earliest convenience may pay up to eighty (80) percent of the estimated value of his/her capital account and settle the balance in accordance with the valuation and payment procedures set forth in Sections 18 and 20.

When securities are transferred, the Partnership may select securities to transfer equal to the value of the capital account or a portion of the capital account being withdrawn, less the expense incurred by the Partnership by transferring securities to meet the withdrawal. Securities shall be transferred as of the date of the Partnership's valuation statement prepared by a duly elected officer of the Partnership to determine the value of that Partner's capital account in the Partnership. The Partnership's broker shall be advised that the ownership of the securities has been transferred to the Partner as of the valuation date used for the withdrawal.

21. Forbidden Acts. No Partner shall:

1. 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.
2. Except as provided in Section 16a, without the unanimous consent of all the other 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 Partner shall become interested with him in the Partnership.
3. Purchase an investment for the Partnership where less than the full purchase price is paid for same.
4. Use the Partnership name, credit or property for other than Partnership purposes.
5. 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.
6. Accept money or property from non-Partners for the purposes of investment through the Partnership.
7. Do anything illegal with regard to activities or interests of the Partnership.
22. Notices. All notices to any party hereunder shall be in writing and shall be deemed given when personally delivered or when mailed by first-class mail, certified mail, or express courier in the continental United States (postage prepaid) or when transmitted and confirmed by telecopier. All notices to Partnership shall be addressed to GECCO Investment Club in care of the duly elected Secretary, or to such other address as such party may hereafter specify by notice duly given. Copies of all notices to Partners of GECCO shall be sent to each respective address given below, or to such other address as each such party may hereafter specify by notice duly given.
23. Officers of the Partnership. Duly elected officer of the Partnership shall mean the President, Vice President, Secretary, or Treasurer.
24. Entire Understanding. This Agreement supersedes all prior agreements, oral or written, between the parties with respect to the subject matter hereof; constitutes the entire understanding of the parties; shall be construed in accordance with the laws of the State of Indiana; may be modified only by a writing signed by all of the parties; and shall be binding upon and inure to the benefit of the respective heirs, executors and administrators of the Partners.

The Partners have caused the Agreement of Partnership to be executed on the dates indicated below, effective as of the date indicated in Paragraph 3.

AGREED AND ACCEPTED:

[General Partner signatures]