1. The parties by this agreement form with each other a joint venture called D Venture, for the sole and limited purpose of building an apartment house project and selling individual units in it on a condominium basis in accordance with the _________ Act of the State of _________, the apartment house project to be constructed on certain lands owned by _________ located at _________ Avenue, City of _________, State of _________, being more particularly described as follows: _________[insert description].

2. The respective interests of the parties in the property of D Venture and in the profits derived shall be:

The net losses, if any resulting from the venture shall be borne by the parties in proportion to their interests as shown above.

3. D Venture shall be managed by a committee of two members selected by the parties, which shall have full authority to act under this agreement on behalf of D Venture and shall be in charge of the planning, construction and sale of apartments within the condominium apartment house project. The committee shall from time to time consult with each party with respect to important matters relating to the performance of the project.

4. Subject to the direction of the committee, _________ shall be primarily responsible for the general supervision of the development, building and sale of the condominium apartment house project contemplated in this agreement, including but not limited to the negotiation of construction contracts, architectural drawings, supervision and sales, and for such services —he shall receive a fee of _____% of the direct construction costs of the project, such costs being defined as those resulting from all construction contracts entered into by D Venture for site improvement, construction of the apartment house building and all related facilities and landscaping.

5. All of the expenses incurred by either of the parties on behalf of D Venture from the date of this agreement shall be considered as expenses of D Venture, including but not limited to costs incurred in securing tentative loan commitments, interests and carrying charges on loans, further architectural drawings, legal and accounting expenses, telephone and cable charges and all other expenses directly attributable to the project. Expenses shall not include salaries or other compensation to any of the parties.

6. In the event that the project should not be completed for any reason, such expenses incurred to the date of abandonment of the project shall be shared by the parties in accordance with their interests in the D Venture.

7. In the event that at the time the construction loan is required to be repaid in full there are insufficient proceeds within the D Venture for such purpose, the parties agree that the then remaining unsold apartments within the project shall be equally divided between the parties, together with any interests relating to them, and each party shall then pay to the holder of the construction loan a sum equal to one half of the amount then remaining due and unpaid under the loan.