This AGREEMENT of PARTNERSHIP, effective as of  the seventh day of March, one thousand nine hundred and ninety eight by and between the undersigned, to wit:

          James and Colleen Fisher                Scott DeMayo
          Jon Boal and Colleen Donovan        Joel and Jennifer Rockensuess
          Michael and Janet Finlayson           

NOW, THEREFORE IT IS AGREED:

1.  Formation.  The undersigned hereby form a General Partnership in accordance with and subject to the laws of the State of New York.

2.  Name.  The name of the partnership shall be P.B. Investment Club.

3.  Term.  The partnership shall begin on March 7th, 1998 and shall continue until December 31 of the same year and thereafter from year to year unless earlier terminated as hereinafter provided.

4. Purpose.  The only purpose of the partnership is to invest the assets of the partnership solely in stocks, bonds and other securities ("securities") and collectibles for the education and benefit of the partners.

5. Meetings.  Periodic meetings shall be held as determined by the partnership.  Such meetings shall be held on the first Saturday of every month or upon an alternative date as determined by the partnership.

6. Capital Contributions.  The partners may make capital contributions to the partnership on the date of each periodic meeting in such amounts as the partnership shall determine.

7.  Value of the Partnership.  The current value of the assets of the partnership, less the current value of the liabilities of the partnership, (hereinafter referred to as the "value of the partnership") shall be determined as of a regularly scheduled date and time ("valuation date") preceding the date of each periodic meeting determined by the Club.

8.  Capital Accounts.  A capital account shall be maintained in the name of each individual partner or domestic partnership (husband and wife) as appropriate.  Hereinafter the term "partner" shall refer to an individual or domestic partnership.  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 on that date. Any other method of valuating each partner's capital account may be substituted for this