Estate of Lillie Rosen, Deceased, Ilene Field and Herbert Silver, Co-Personal Representatives - Page 15

                                                     -15-                                                       
                   as amended from time to time (or any other                                                   
                   corresponding provisions of succeeding law)6].                                               
             The LRFLP agreement stated as to each partner’s initial                                            
             contribution that                                                                                  
                   Simultaneously with the execution hereof, each of the                                        
                   partners shall contribute property to the capital of                                         
                   the Partnership, the value of which is set forth                                             
                   opposite such Partner’s name in Exhibit A attached                                           
                   hereto (the “Initial Contribution”).  The Partners, in                                       
                   exchange for their Initial Contributions to the capital                                      
                   of the Partnership, shall receive the Partnership                                            
                   Percentage set forth opposite their names in Exhibit                                         
                   A.[7]                                                                                        
             The LRFLP agreement stated that “decisions concerning the                                          
             management and control of the business affairs of the Partnership                                  
             and the investment of the property of the Partnership shall be                                     
             made solely by the General Partners” and that the general                                          
             partners of the LRFLP generally have the “sole discretion” to                                      
             make and time the distribution of funds from the LRFLP.  The                                       
             LRFLP agreement required that                                                                      
                   At all times during the continuance of the Partnership,                                      
                   proper and true books of account on the cash receipts                                        
                   and disbursements basis shall be kept in accordance                                          
                   with generally accepted accounting principles wherein                                        
                   shall be entered particulars of all monies, goods, or                                        

                   6 This part of the LRFLP agreement did not contain a section                                 
             (a).                                                                                               
                   7 As stated above, exhibit A was not attached to the LRFLP                                   
             agreement when it was signed by decedent’s children.  Exhibit A                                    
             stated that decedent’s son and the Ilene Field Trust would each                                    
             contribute $12,145.36 to the LRFLP in exchange for a .5-percent                                    
             general partnership interest and that the Lillie Investment Trust                                  
             would contribute $2,404,781.55 in exchange for a 99-percent                                        
             limited partnership interest.                                                                      





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