Exhibit E: General Partnership Agreement

Section 11: Effect of Partner’s Death

Upon the death of either partner, the surviving partner shall have the right either to purchase the decedent’s partnership interest, or to terminate and liquidate the partnership business. If the surviving partner elects to purchase the decedent's partnership interest, he shall serve notice in writing of such choice within three (3) months after the death of the decedent. Such notice shall be served upon the executor or the administrator of the decedent’s estate, or, if at the time of such election no legal representative has been appointed, upon any one of the known legal heirs of the decedent at the last-known residential or business address of such heir. If the surviving partner elects to purchase the decedent’s partnership interest, the purchase price shall be equal to the decedent's capital account as at the date of his death plus the decedent's income account as at the end of the prior fiscal year, increased by his share of partnership profits or decreased by his share of partnership losses for the period from the beginning of the fiscal year in which his death occurred until the end of the calendar month in which his death occurred, and decreased by withdrawals charged to his income account during such period. No allowance shall be made for goodwill, trade name, patents, or other intangible assets, except as those assets have been reflected on the partnership books immediately prior to the decedent's death; nevertheless, the survivor shall be entitled to use the trade name of the partnership. Except as otherwise stated in this Section, the procedure as to liquidation and distribution of the assets of the partnership business shall be the same as stated in Section 10 (“Voluntary Termination of Partnership.”)

A)  Analyze the provisions of Exhibit E, Section 11 (“Effect of Partner’s Death.”)