MORE COMPREHENSIVE PARTNERSHIP AGREEMENT

Partnership Agreement

Person 1 name

Company 1 name PTY LTD

Person 2 name

Person 3 name

Company 3 name PTY LTD

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Agreement dated 20YY

BETWEEN Person 1 name of address aforesaid Medical Practitioner

AND company 3 name PTY LTD (ACN XXX XXX XXX) of the registered office of

which is situate at the office of (Office name, Office address) in the said

State (Sample's Company)

AND person 2 name of (address)

AND person 3 name of (Address) aforesaid Medical Practitioner (Samples)

AND PETER MARK SAMPLE PTY LTD (ACN XXX XXX XXX) of the registered

office of which is situate at (Office name, Office address) in the said State

(Sample’s a Company)

AND GERARD EXAMPLE of (RMB XXX, Address) aforesaid Medical Practitioner

(Example)

WHEREAS

A. At the commencement date herein after defined, person 1 name, company 1 name,

and person 2 name, all of whom are together hereinafter referred to as (''the

Continuing Partners") carried on practice as Medical Practitioners at address in the

partnership as Partners pursuant to a Partnership Agreement dated the first day of

original date (hereinafter referred to as "the Partnership").

B. The Continuing Partners have agreed to practice as Medical Practitioners in

partnership name and surrounding districts as Partners upon the terms and

conditions hereinafter set out.

C. The Continuing Partners have agreed to admit person 3 name and company 3

name to the Partnership with effect from new date for a price of $XXXX. Any

reference to the Partnership after that date will include person 3 name and

company 3 name Company.

NOW THIS AGREEMENT WITNESSETH and the parties hereby mutually agree and

declare:

1. FIRM NAME AND PLACE OF BUSINESS

1.1 The firm name under which the Partners practice as Medical Practitioners in

partnership in place name and surrounding districts shall continue to be "surgery

name " unless otherwise determined by the Partners unanimously.

1.2 The places at which the Partners practice as Medical Practitioners in partnership

shall be address and at location 2 or such other place of places as the Partners

determine by resolution agreed to at a meeting of Partners for the lime being (such

a resolution being hereinafter referred to as a "Special Resolution”).

2. DURATION FO PARTNERSHIP

2. 1 The Partnership shall be a continuing one and shall thus continue until determined

or dissolved by mutual consent between all of the Partners by operation of law or

otherwise as hereinafter provided.

2.2 Without limiting the generality of the foregoing the retirement or death at any

Partner shall not dissolve the partnership as regards the other Partners who shall

remain in partnership and continue to carry on the partnership practice in

accordance with the Agreement.

3. PARTNERSHIP PROPERTY

3.1 The Partnership property shall be deemed to have been contributed by and shall

belong to the Partners equally.

3.2 Company 1 name and , company 2 name Company shall have no interest or

entitlement in the Partnership property.

3.3 Any moneys at any time required for the purposes of the Partnership shall be

provided by the Partners equally.

4. ADVANCES BY PARTNERS

4.1 If any Partner shall with the consent in writing of the other Partners advance any

sum of money to the Partnership over and above his due contribution to capital the

same shall be a debt due from the Partnership to the Partner advancing the same

and shall unless otherwise agreed carry interest at a rate equivalent to that being

offered by the Bankers to the Partnership for the time being on Ninety Day

Commercial Bills such interest to be payable half yearly or credited half yearly or

the income account of such Partner. Any sum so advanced shall not be deemed an

increase of the capital of the Partner advancing the same nor entitle him to any

increased share in the profits of the Partnership.

5. DUTIES OF PARTNERS

The Partners must:

(a) diligently attend to the Partnership practice (except during the period of any annual

leave or whilst incapacitated by sickness, accident or otherwise) and devote his

time and attention thereto;

(b) punctually pay his separate debts and indemnify the other partners against the

same and all expenses on account thereof;

(c) keep proper records of work done and fees charged in the course of his

professional practice and subject to the provision herein after contained cause all

moneys due in respect of such fees to be paid to the Partners at the premises 34

Church Street, Benalla aforesaid for credit to the Partnership Bank Account

PROVIDED ALWAYS that any gift made to any Partner shall be deemed to be such

Partner's private property.

(d) at his own expense provide a car for the purpose of carrying out his duties as a

Partner in the Partnership and at his own expense pay the whole of the running

expenses of the car including without affecting the generality of the foregoing the

cost of petrol and oil;

(e) be just and faithful to the other Partners and at all times give to the other Partners

full information and truthful explanations of all matters relating to the affairs of the

Partnership and afford every assistance in his power in carrying on the Partnership

for the mutual advantage of the Partners; and

(f) for the duration of the Partnership all partners shall be members of the Victorian

branch of the Australian Medical Association and members of VMIA given the fact

that VMIA will also cover staff and practice nurses.

5.2 A Partner shall not without the consent of the other Partners:

(a) give any security or promise for the payment of money on account of the

Partnership unless in the ordinary course of business;

(b) enter into any bond or become bail or surety for any person of knowingly cause or

suffer to be done anything whereby the Partnership property may be endangered;

(c) mortgage or charge his share in the assets or the profits of the Partnership:

(d) draw accept or endorse any bill of exchange of promissory rote on account of the

Partnership save in so far as he is expressly authorized so to do by the provisions

of this Agreement;

(e) dismiss or purport to dismiss any employee of the Partnership.

Any Partner committing any breach of the foregoing stipulants in this Clause 5 shall

indemnity the other Partners from all losses and expenses on account thereof.

6. ACCOUNTS

6.1 The usual books of account shall be kept in respect of the Partnership and each

Partner shall have free access to them at all times and shall be at liberty to take

such extracts from them as he may wish.

6.2 As soon as practicable after the 30th June in each year there shall be prepared by

the Partnership Accountant on such basis as shall be approved by the Partners but

subject generally to the provision hereinafter contained a Profit and Loss Account

for the year ending on that date (any such year being hereinafter referred to as

Financial Year") and a Balance Sheet being hereinafter referred to as ("the

Accounts") and copies of the Accounts shall be distributed to all Partners and at the

next following meeting of the Partners shall be tabled for adoption and after being

so adopted (with or without any amendments agreed at such meeting to be

appropriate) the accounts shall be binding on the Partners save for the correction

of any subsequently discovered manifest error PROVIDED ALWAYS:

(a) that the Partners shall at an times cause the internal accounts of the Partnership to

be maintained in such a way as to allow a true and fair view of the financial position

of the Partnership and the activities and operations of the Partnership for each

Financial Year;

(b) that the preparation of the accounts from year to year shall be in accordance with

generally accepted accounting principles.

For the avoidance of doubt any tax liabilities personal to any of the Partners and arising

during the time the particular partner was a Partner in the Partnership is and will remain the

sole responsibility and liability of that particular partner. For example, a tax liability arises

whilst a particular partner is a Partner of the Partnership but is not determined or assessed

by the Australian Taxation Office until alter the particular partner has retired died, been

expelled or been removed as a partner of the Partnership that particular canner will be solely

responsible for that tax liability debt of assessment.

7. BANKERS AND BANK ACCOUNTS

7.1 The Bankers of the Partnership shall be the bank name. location Branch of such

other Bankers as the Partners shall from time to time by majority agree upon.

7.2 All cheques and other moneys received on account of the activities and operations

of the Partnership shall as soon as is practicable after receipt of the same be

banked to the credit to me Partnership Bank Account.

7.3 An Cheques on the Partnership Account shall be drawn in the Partnership name

and shall be signed by any two Partners or (one Partner and the Practice Manager)

or in such other manner as the Partners shall from time to time by majority agree

upon.

8. DRAWINGS AND DISTRIBUTION OF PROFITS AND SHARING OF LOSSES

8.1 Periodic drawings by each Partner on account of his prospective share of the profit

for that then current financial year shall be made in accordance with arrangements

agreed upon by the parties from time to time.

8.2 If in any financial year the accounts reveal that any Partner has during the year

drawn amounts in excess of the actual amount of his share of profits for the

financial year such Partner shall forthwith refund the excess to the Partnership and

if the same be not refunded within one month of the date of a written request so to

do made by or on behalf of the Remaining Partners then the amount of the excess

shall bear interest at the rate of Two per centum (2%) higher than that for the time

being fixed under Section 2 of the Penalty Interest Rates Act 1983 until paid but

without prejudice to any other rights or remedies of the remaining Partners

hereunder in relation thereto.

8.3 Subject to Clause 8.4 hereof the profits from the Partnership's activities and

operations in each financial year as disclosed by the accounts shall be distributed

as determined by resolution agreed at a meeting of partners unanimously and

failing which determined by the Partnership's Accountant whose decision shall be

binding and final. In making the determination as to the distribution the following

general guidelines shall be observed:

(a) All expenses shall be shared equally;

(b) All income derived from non patient contact shall be shared equally.

(c) Net income of any Partnership service company shall be distributed

equally.

(d) All income derived from patient contact shall be credited to the Partner who

derived the income.

8.4 For the purpose of any distribution of profits in each financial year company 1 name

Company, company 3 name Company shall each respectively be counted as one

and shall be entitled to one share.

9. EXECUTIVE PARTNER

9.1 The Partners shall appoint an Executive Partner;

9.2 The appointment shall be formally appointed at the date Practice Meeting and will

commence as of the first of month.

9.3 The Partners shall appoint the Executive Partner as soon as practicable alter the

30th June;

9.4 The role of Executive Partner shall be rotated amongst those Partners who wish to

take on the role; and

9.5 The Executive Partner shall be paid an annual sum to be agreed at time of

appointment, in addition to his share or the profits calculated in accordance with

Clause 8. Such sum shall be indexed according to CPI annually.

10. LIMITATION ON EXPENDITURE

10.1 A Partner shall not expend an amount in excess of Five hundred dollars ($500.00)

on behalf of the Partnership unless the expenditure has first been approved by the

other Partners. Executive Partner and Manager can spend up to Two thousand

dollars ($2,000.00) on purchases and this is required to be reported at the next

meeting following the purchase.

11. MANAGEMENT OF THE PARTNERSHIP MEETINGS

11.1 The general management and control of the Partnership practice and affairs shall

be vested in the Partners in Partners' meetings or by written memoranda

agreements or resolutions signed by all of the Partners.

11.2 Unless otherwise agreed by the Partners, meetings shall be convened upon at least

twenty four hours written notice given by any Partner end attendance by not less

than two thirds in number of the Partners for the time being shall constitute a

quorum. The Chair at each meeting shall be taken in rotation by the Partners in

order of seniority. The order of seniority of the Partners for the purpose of this

Clause shall be deemed to be the order in which their name appears at the

commencement of this Agreement.

11.3 Save as and where otherwise provided in this Agreement all matters (if contested)

shall be determined by majority vote at Partners' meeting. Voting shall be on a

basis of one vote per Partner. For the purpose of voting person 1 name and

company 1 name, person 2 name, person 3 name and company 3 name shall be

deemed to be entitled jointly to one vote each. The Chairman shall not hold a

second or casting vote in addition to his deliberative vote.

12. ANNUAL LEAVE

12.1 Each Partner shall be entitled to annual leave of XXX weeks (XX sessions) in each

financial year or any other period agreed unanimously by the partners. A week's

leave shall be deemed to be X sessions. Partners shall take a minimum XXXX

weeks (X sessions) of Annual leave in anyone financial year;

12.2 Annual leave entitlement shall be cumulative only to the extent that a maximum of

XY weeks (XYZ sessions) of any unused entitlement at the end of any year may be

carried forward.

12.3 In the event that any Partner shall have been admitted to the Partnership during the

course of any financial year then the entitlement of such Partner to annual leave for

the then current financial year shall be the same proportion of such annual leave as

the number of days from the date of admission of such Partner to the 30th June

next following shall bear to 365 days.

12.4 Actual times for the taking of annual leave shall be the subject of consultation

between the Partners with the aim of meeting as far as practicable the wishes of all

Partners and office administrative requirements generally.

12.5 During any period of annual leave by a Partner, that Partner shall:

(a) bear all expenses equally with the other Partners; and

(b) share equally in the profits calculated in accordance with clause 8.3(b) and 8.3(c).

13. SICK LEAVE

(a) Each Partner shall be entitled to sick leave up to an aggregate of six months in any

consecutive twelve month period (“the sick leave period");

(b) Sick leave is not cumulative;

(c) During such leave a Partner shall:

(i) bear all expenses equally with the other Partners;

(ii) share equally in the profits calculated in accordance with Clause 8.3(b) and

(c)

13.2 If any Partner shall at any time after a period of Six months from the time when he

has first taken sick leave in any consecutive twelve month period be unable in the

opinion of the President for the time being of the Victorian Branch of the Australian

Medical Association, or such person as he shall nominate to further carry on his

duties as a Partner due to illness then such Partner shall be deemed to have given

to the partners a Retirement Notice within the meaning of Clause 14 .2 hereof and

shall be deemed to have retired on the date upon which the said opinion shall be

furnished to the Remaining Partners and thereupon the provisions of Clauses 14.1

to 14.6 shall forthwith come into effect.

14. RETIREMENT

14.1 Subject to aforesaid and to Clause 14.5 hereof any Partner ("the Retiring Partner")

may upon giving six months notice in writing to the other Partners or such lesser

period of notice as the Partners shall unanimously agree upon ("a Retirement

Notice") retire from the Partnership and at the expiration of the said period of notice

(''the retirement date”):

(a) the Retiring Partner shall be deemed to have retired from the Partnership; and

(b) the share and interest of the Retiring Partner in the assets credits and effects of the

Partnership shall be deemed to have been sold to the Remaining Partners (“the

Remaining Partners") at a purchase price calculated in accordance with Clauses

16.1 and 16.2 and shall be payable as hereinafter set out and notwithstanding that

the purchase price shall not then have been paid by the Remaining Partners to the

Retiring Partner the property in the said share shall be deemed to have passed

absolutely to the Remaining Partners. The patient contact book debt of a partner

shall not form part of the assets credits and effects of the Partnership.

(c) the purchase price when determined shall be contributed by the Remaining

Partners equally.

(d) so much of the purchase price as is attributed to the share of the Retiring Partner in

the book debt of the Partnership (the book debt excludes patient contact debt) shall

be paid by AA equal monthly instalments the first of such instalments to be paid on

the expiration of AB month from the retirement date ("the first monthly payment")

and shall continue to be paid by successive monthly payments thereafter until the

expiration of BB months from the first monthly payment date (“the settlement date"),

after which time any outstanding monies become the property of the remaining

partners.

(e) the Remaining Partners shall use their best endeavours to ensure that all the

patient contact book debt of the Retiring Partner are promptly paid or recovered but

no action shall lie at the suit of the Retiring Partner to compel payment of these

book debts against any patient or former patient of the Partners except in

conjunction with and pursuant to any action taken by the Partners.

14.2 Upon receipt of a Retirement Notice the Partners may forthwith seek the services of

a suitable Medical Practitioner of good standing and repute to practice as an

employed assistant to the Partners (''the Assistant") with a view to determining the

suitability of the Assistant to be admitted as a Partner in the Partnership with the

Remaining Partners.

14.3 prior to the expiration of a period of twelve months next following the Retirement

Date the Partners shall have employed as Assistant pursuant to Clause 14.2 hereof

and shall have satisfied themselves as to the suitability of the Assistant to be

admitted as a Partner to the Partnership then upon the admission of such Assistant

to the Partnership (''the admission data") hereinafter to be called the Replacement

Partner;

(a) If the Replacement Partner is willing to pay any component of purchase

price for goodwill then so much of the purchase price as is attributable to

goodwill of the Partnership ("the goodwill component") acquired from me

Retiring Partner hereof shall be paid to the Retiring Partner within fourteen

days of the admission date of the Replacement Partner ("the final

settlement date");

(b) No interest shall be payable to the Retiring Partner on any payment in

respect of goodwill component while and so long as the same shall remain

owing and unpaid after the final settlement date whereupon without

prejudice to any other right or remedy of the Retiring Partner interest at a

rate DD per centum (DD%) higher than that for the time being fixed under

Section 2 of the Penalty Interest Rates Act 1983 shall be paid on the

goodwill component or on so much thereof as shall remain unpaid on the

final settlement date from the final settlement dale until full payment

thereof.

14.4 on the expiration of a period of twelve months next following the retirement date

("the accounting date") an Assistant suitable to be admitted to the Partnership shall

not have been found then the Remaining Partners shall not be required to pay the

Refiring Partner in respect of any goodwill component (if any) of the partnership.

14.5 Except by unanimous resolutions of all the Partners a Partner shall not be entitled

to give to the other Partners a retirement notice pursuant to Clause 14.1 hereof if

during the preceding period of twelve months any other Partner shall have retired

died or been expelled from the Partnership (each of which events are herein

referred to as “any prior retirement") until the expiration of twelve months from the

date of any prior retirement which date shall mean:

(a) in the case of the death or expulsion of any partner the date of such

Partner's death or expulsion:

(b) in the case of retirement or any partner pursuant to Clause 14.1 hereof the

date of service on the Remaining Partners of any retirement notice given

pursuant thereto;

(c) in the case of any deemed retirement of a Partner pursuant to Clause 13

the retirement date defined in Clause 13.2 hereof:

(d) In the event that a partner leaves without a Retirement Notice or otherwise

leaves without consent of the other partners in breach of Clause 14.5 his

share in the partnership will be acquired by the Remaining Partners at a

price equal to 50% of the value thereof and otherwise in accordance with

Clause 17.1.

14.6 From and after the retirement date the Retiring Partner shall cease to be a Partner

and shall not thereafter be entitled to receive notice of meetings of Partners or to

take part in the management of the Partnership practice but any such termination of

the retiring Partner's interest in the Partnership shall be without prejudice:

(a) to any right or remedy which the Remaining Partners may have against the

Retiring Partner up to the retirement date;

(b) to any right or remedy which the Retiring Partner may have against the

Remaining Partners up to the retirement date:

(c) to the rights and remedies of the Remaining Partners and the Retiring

Partner pursuant to Clauses 14, 16, 18, 23.3 and 23.4 hereof.

15. DEATH OF A PARTNER

15.1 If any Partner shall die during the subsistence of the Partnership then the

Remaining Partners shall be deemed to have purchased the share of the Deceased

Partner in the Partnership practice as at the date of death of such Deceased

Partner at a price calculated in accordance with the provisions Clauses 16.1, and

16.2 and otherwise upon the terms and conditions hereinafter contained:

(a) the purchase price so determined:

(i) shall be deemed to have been contributed by the Remaining

Partners equally.

(ii) Shall subject to such evidence being produced to the Remaining

Partners as to the status or authority of the Legal Personal

Representatives of the Deceased Partner on or prior to the expiration

of ninety days from the date of the death of the Deceased Partner

("the payment date").

15.2 If on the payment date the Legal Personal Representatives of the Deceased

Partner shall not then be in a position to establish their status and authority to the

Remaining Partners as provided in Clause 15.1(a)(ii) the purchase price shall be

invested in the names of the Remaining Partners with the Bankers of the

Partnership in an interest bearing account and upon production to the Remaining

Partners of the appropriate evidence of status and authority of the Legal Personal

Representatives of the Deceased Partner the purchase price and all interest

accrued thereon shall forthwith be paid to the Legal Personal Representative of the

Deceased Partner .

15.3 Subject as hereinafter provided no interest shall be payable by the Remaining

Partners to the Legal Personal Representatives of the Deceased Partner on me

purchase price while and so long as the same shall remain unpaid unless the said

purchase price or any part thereof shall remain owing and unpaid after payment

date whereupon without prejudice to any other right or remedy of the Legal

Personal Representatives of the Deceased Partner interest at a rate DD per centum

(DD%) higher than that for the time being fixed under section 2 of the Penalty

Interest Rates Act 1983 shall be paid on the purchase price or on so much thereof

as shall remain unpaid on the payment date from the payment until full payment

thereof PROVIDED ALWAYS that if on the payment date the purchase price shall

have been paid to the credit of an interest bearing account and shall thereafter be

paid with interest accrued due thereon to the Legal Personal Representative of the

Deceased Partner in satisfaction of all interest otherwise payable pursuant to this

Clause.

15.4 Notwithstanding that the purchase price shall not then have been paid to the Legal

Personal Representative of the Deceased Partner the Remaining Partners shall be

deemed to have succeeded absolutely to the share of the Deceased Partner in the

Partnership as and from the date of death of the deceased Partner and property in

the said Partnership share shall be deemed to have passed absolutely to the

Remaining Partners on the date of death of the Deceased Partner.

16. ACCOUNTS TO BE TAKEN ON RETIREMENT, DEATH, EXPULSION OR

DETERMINATION

16.1 In the event of the retirement or death of a Partner or upon the expulsion of any

Partner from the Partnership or upon the determination of the Partnership from any

other cause whatsoever a general account and valuation shall be taken of the

assets and liabilities of the Partnership (giving fun weight to prepayments made and

debts incurred) excluding goodwill and the patient contact book debt of the Partner

(if any) unless otherwise agreed as at the date of retirement death expulsion or

determination as the case may be and a Balance Sheet and Profit and Loss

Account shall be prepared by the Partnership Accountant and a copy thereof

furnished to each Partner or in the case of a Partner who has died to his legal

Personal Representatives who shall be bound thereby unless some manifest error

shall be discovered within three calendar months in which case such error shall be

rectified.

16.2 The date upon which the account referred to in clause 16.1 hereof shall be taken

shall:

(a) in the case of any Partner retiring from the Partnership be the retirement

date;

(b) in the case of any Partner dying during the subsistence of the Partnership

to the date of death of such partner;

(c) in the case of any Partner being expelled from the Partnership be the date

of such expulsion;

(d) shall in the case of the Partnership being determined for any other cause

be the date of such determination.

17. EXPULSION OF PARTNERS

17.1 If any Partner shall:

(a) commit any material breach of any of the provisions of Clause 5 hereof;

(b) be declared bankrupt, or where a company have a receiver administrator

or liquidator appointed in that category;

(c) commit any breach of the standard of ethics prescribed by the Rules and

Regulations of the Australian Medical Association or conduct himself in a

scandalous or disgraceful manner which in the reasonable opinion of the

other Partners tends to injure the Partnership practice or commit any

criminal offence or commit or suffer any act which would be a ground for

the dissolution of the Partnership by the Court, or be subject to any

disciplinary proceedings by the Medical Board of Victoria or be disqualified

from practice as a medical practitioner or have his right to practice limited

or restricted.

Then and in any such case the other Partners may within three months after becoming

aware thereof by notice in writing forthwith expel such Partner from the Partnership and

thereupon they shall be bound to purchase his share in the Partnership at a price equal to

EE per centum (EE%) of the value thereof determined in accordance with Clause 16.1

hereof such sum to be contributed by the Remaining Partners equally. The purchase price

so ascertained shall be paid by GG (GG) equal quarterly instalments the first of such

quarterly instalments to be paid at the expiration of X months from the date of determination

of the Partnership as regards the expelled Partner and to continue to be paid by successive

quarterly payments thereof until the whole of the purchase price shall be paid ("the final

payment”). The Remaining Partners shall not be bound to pay any amount to the expelled

Partner in respect of goodwill.

17.2 No interest shall be payable by the Remaining Partners to the expelled Partner

while so long as the amount due in respect of the purchase price herein shall

remain unpaid unless the said price or any part thereof shall remain owing and

unpaid after the final payment date whereupon without prejudice to any other right

or remedy of the expelled Partner interest at the rate of DD per centum DD%) per

annum higher than that for the time being fixed under Section 2 of the Penalty

Interest Rates Act 1983 shall be paid on the purchase price or on so much there of

as shall remain unpaid on the final payment date from the final payment date until

payment thereof.

17A REMOVAL OF PARTNER BY VOTE

Notwithstanding any other clause of this agreement the Partners holding between

them no less than 75% of the Partnership interest may expel a Partner by a vote at

a meeting of all partners and in such case shall pay to such expelled partner an

amount equal to 100% of his share of the partnership and otherwise in accordance

with Clause 17 plus a further amount equal to three months profit share calculated

as equal to the preceding three months trading period prior to departure of that

partner to be paid within 90 days of departure.

18. RESTRICTIV E COVENANT

Following his retirement or expulsion from the Partnership a Partner shall not for a

period of one (1) year thereafter without the consent in writing of the Remaining

Partners:

(a) accept or continue any employment or engagement X radial kilometres

from the location Post Office (“the radial distance") where such

employment or engagement requires the Retired or expelled Partner to act

as a Medical Practitioner or carry out duties comparable with those usually

performed by a Medical Practitioner;

(b) within the radial distance act in any matter as a Medical Practitioner

whether as a single practitioner or a partner of any firm or member of any

company.

19. ADMISSION OF PARTNERS

19.1 Upon the unanimous vote of the Partners for the time being a new Partner may

from time to time be admitted to the Partnership upon such terms and condition as

shall be unanimously determined by the Partners.

19.2 Upon the admission to the Partnership of any new Partner a new Partner shall

accede to and become bound by the terms of this Agreement as necessarily

modified by the terms of his admission and shall to give full force and effect thereto

execute with the Partners an appropriate Deed of Accession thereto or if the

Partners shall determine execute a fresh Deed of Partnership in terms of this

agreement with modifications aforesaid.

19.3 Upon the admission to the Partnership of any now partners a new partner shall if

there exists a Unit Trust (as there presently does named The HPK Unit Trust) to

provide services and sundry facilities to the Partnership practice purchase an equal

number or such other percentage in the number of units in the Unit Trust as the

Partners may from time to time agree at a price determined by the Partners.

19.4 On the admission of a new partner to the Partnership a general account and

valuation shall be taken of the assets and liabilities of the Partnership (giving full

weight to prepayments made and debts incurred) excluding goodwill and the patient

contact book debt of the Partner (if any) unless otherwise agreed as at the date of

admission and a Balance Sheet and Profit and Loss Account shall be prepared by

the Partnership Accountant and a copy thereof furnished to each Partner. The

purchase price to be paid by the new partner to the Partnership will be determined

in accordance with this clause and the date upon which the account referred to in

this clause shall be taken will be the date of admission of the new partner to the

Partnership. The decision regarding the purchase price to be paid by a new partner,

once determined by the Partnership, will be final and binding.

20. SERVICE ENTITY

20.1 It and whenever there exists a unit trust (as there presently does named trust name)

to provide services and sundry facilities to the Partnership practice and a Corporate

Trustee of the said Trust is appointed the partners through their respective

nominees shall hold an equal number or such other percentage as the Partner's

may from time to time determine of units and/or shares (as the case may be) and to

have votes and rights in the like proportion in the management and control of the

unit trust or the corporate trustee.

20.2 Each Partner shall be and remain obliged upon ceasing (for whatever reason) to be

a Partner to:

(a) resign from the Board of Directors or any position as an Officer of a

Company or other governing body of such trust as aforesaid and of every

company acting as the trustee of any such trust and of every other

company of which for the time being the only directors are Partners; or

(b) procure the resignation of any Nominee Director of such Partner or any

Nominee Director of an Associate Entity of such Partner from the Board of

Directors or other governing body of such trust and of every other company

of which for the time being the only Directors are Nominees of Partners or

Nominees of Associated Entities;

(c) transfer or procure the transfer by his Nominee or Associated Entity to

such person or persons as the Remaining Partners direct all shares held

by him his Nominee or his Associated Entity at the sum of $1.00 per share

in any such corporate trustee as aforesaid;

(d) give or procure the giving of a Sale Notice pursuant to Clause 11(b) of the

Trust Deed establishing the trust name in respect of any units held in such

Unit Trust by such Partner or his Nominee or of Associated Entity.

20.3 For the purpose of this Clause a Partner's "Associated Entity" means a company

(operating either as a principal or as a trustee of a settlement or other trust of which

members of the family of the Partner concerned are Inter alia beneficiaries or unit

holders) or such other person or company as, for any particular purchase the

Partners approve.

21. CORPORATE PARTNER

Where in this Agreement reference is made to a Partner performing any act or

committing any breach or retiring from the Partnership or dying then insofar as the

same shall affect name shall be deemed to have performed such act or committed

any such breach or given notice of retirement or died when and if name perform

such act or commits such breach or gives notice of retirement or dies.

22. MEDICAL TREATMENT OF PARTNERS OR THEIR DEPENDANTS

Any consultation medical service or treatment provided by a Partner to the other or

others of them or by a Partner to any Dependant of any other Partner shall be

charged at the fee ordinarily payable by patients of the Practice and the account

rendered for any such consultation medical service or treatment shall be duly and

promptly paid by any such patient/Partner or by the Dependant of any such

patient/Partner as the case may be.

23. INSURANCE

23.1 The parties agree that during the term of this agreement the Partnership shall take

out term life insurance cover providing a total death benefit amount of not less than

$XXXXX (life cover) (or such other amount all partners agree upon) with an agreed

insurer and shall at all times maintain such life cover over each of the natural

persons who are Partners in the Partnership and the beneficiaries of the proceeds

of such life cover shall be the living natural persons who are Partners of the

Partnership at the time of the death or a Partner whose life is so insured.

23.2 The premium for such life cover shall be borne by the Partners equally.

23.3 A Partner who ceases to be a Partner tor any reason or who has given written

notice of an intention to resign from the Partnership or where the other Partners

have served an expulsion notice on a Partner under Section 17 or voted to expel

the Partner under Section 17A or where a Partner is declared bankrupt or has

committed an act of bankruptcy then in such case that Partner shall not be entitled

to payment of any benefits under the life cover and any such entitlement shall be

upon such event occurring as referred to above shall be forfeited to the other living

natural persons who are Partners.

23.4 Upon the death or a Partner and the payment of the proceeds of any life cover such

proceeds shall be applied by the Partners as follows:

(a) to pay for transfer to the remaining Partners of the deceased Partner's

Interest in the Partnership pursuant to Clause 15;

(b) to discharge all legal and accounting expenses relating to the transfer of

interest referred to in 23.4(a);

(c) to discharge any debt or part of the debt owed or guaranteed by the

deceased Partner or that deceased Partner's associated entity to acquire

the building at address;

(d) to discharge any other Partnership debts and liabilities owed or guaranteed

by the deceased partner or that deceased partner or his associated entity

including any debts of the Service Entity referred to in Clause 20

guaranteed by the deceased Partner or his associated entity;

(e) any balance then remaining shall be paid to the estate of the deceased

partner.

24. TERMINATION

24.1 In the event that the Partnership shall be terminated or dissolved by mutual

agreement between all the Partners or by operation of law then (unless in the case

of a termination or dissolution by such mutual consent the Partners otherwise

unanimously determine):

(a) the Partnership shall be wound up and the net assets distributed as

provided in the Partnership Act 1958;

(b) for the purposes thereof tile respective rights of the Partners between each

other to the net assets of the Partnership shall be the shares and

proportion in which they shall be entitled to the Partnership assets; and

(c) the account to be taken for the purposes of such winding up shall be

prepared pursuant to Clause 16.1 hereof.

24.2 All disputes which shall arise between the Partners or between the remaining

Partners and a retired or expelled Partner or the legal Personal Representative of a

Deceased Partner whether during or after the termination of the Partnership and

whether in relation to the interpretation of this Agreement of to any act or omission

of any party to the dispute in relation to any other matter whatsoever touching the

Partnership affairs shall be referred for determination to the President for the time

being of the Victorian Division of the Australian Medical Association or such person

as shall be nominated and such person shall be deemed to be acting as an expert

and not as an arbitrator and the fees of such person shall be borne in equal shares

by the parties to the dispute.

24.3 Upon any Partner ceasing for whatever reason to be a member of the Partnership

the Remaining Partners shall be entitled to deduct and retain from moneys

otherwise payable to such outgoing Partner or to his legal Personal

Representatives any moneys due or recoverable from or owing by such outgoing

Partner to the Partnership on any account or by reason of or arising out of any

matter event or transaction whatsoever in relation thereto.

25. GST

25.1 Definitions

In this clause:

(a) GST means any consumption tax imposed by government which operates

during the Term or any renewal of holding over period and includes

(without limitation) a goods and services tax, a broad-based consumption

or indirect tax and value added tax.

(b) GST Law includes and law Introducing, related to or in furtherance of, a

GST.

(c) Input Tax Credit in relation to a supply means a credit under the GST

law for the GST payable by the recipient in respect of the supply.

(d) Tax Invoice in relation to a supply means an invoice for the supply

required by the GST law to support a claim by the recipient for an Input

Tax Credit for the GST on the supply.

25.2 Recipient to pay GST on taxable supply under

All parties agree that if any GST is assessed or imposed on any party in respect of

anything supplied by one party to the other under or in connection with this Deed or

in connection with the grant, assignment or surrender of this Deed (GST Amount),

that party must pay to the other party an amount equal to the GST Amount in

addition to any amount payable to that party under this Deed. That party must pay

the GST Amount the other party within 7 days following provision of a Tax Invoice to

the paying party.

25.3 Reimbursement of expenses for which Input Tax Credit Available

If the Partnership Agreement requires a Party to pay for, reimburse or contribute to

any expense of liability incurred by the other Party to a third Party, the amount to be

paid, reimbursed or contributed will be the amount of the reimbursable expense net

of any input tax credit to which the payee is entitled in respect of the reimbursable

expense plus, if the recovery from a Party paying will be a taxable supply under the

GST law, the GST payable in respect of that supply.

25.4 Supplier to provide Tax Invoice

A Party's obligation under clauses 3.2 or 3.3 to pay the GST on a taxable supply to

it by the other Party, arises on the delivery by the supplier of a Tax Invoice for the

supply.

26. GOVERNING LAW

(a) The laws applicable in Victoria govern this Deed.

(b) The Parties submit to the non-exclusive jurisdiction of the courts of Victoria

and any courts competent to hear appeals from those courts.

Executed as an agreement

SIGNED by [person 1 name] in the )

presence of: )

)

...........................................................................

Witness

........................................................................... Print Name of Witness

EXECUTED by [company 1 name] in )

accordance with section 127 of the )

Corporations Act )

........................................................................... ...................................................... Director Director/Secretary ........................................................................... ...................................................... Print Name of Director Print name of Director/Secretary

[Only one signature required if sole director proprietary company]

SIGNED by [person 2 name] )

in the presence of: )

)

........................................................................... Witness

........................................................................... Print Name of Witness

SIGNED by [person 3 name] in the )

presence of: )

)

........................................................................... Witness

...........................................................................

Print Name of Witness

EXECUTED by [company 3 name] in )

accordance with section 127 of the )

Corporations Act )

........................................................................... ...................................................... Director Director/Secretary ........................................................................... ...................................................... Print Name of Director Print name of Director/Secretary

[Only one signature required if sole director proprietary company]