This amendment to the joint venture agreement is between ("") and ("").

and  are parties to the joint venture agreement dated  (the "Joint Venture Agreement"), a copy of which is attached as Exhibit A. 
As authorized by section  of the Joint Venture Agreement relating to amendments, the parties wish to amend the Joint Venture Agreement.

The parties therefore agree as follows:

1. PURPOSE.

This amendment is the  amendment to the Joint Venture Agreement. The purpose of this amendment is to . 

2. AMENDED PROVISIONS.

The Joint Venture Agreement is amended and supplemented as follows:

• (a) Section  will now read: .
• (b) Section will now read: .
• (c) Section will now read: .
• (d) Section will now read: .
• (d) Section will now read: .

3. TERM.

This amendment will become effective as described in section 12 below, and will remain in effect through the term of the Joint Venture Agreement, unless terminated at any earlier date as authorized by the Joint Venture Agreement or by law.

4. INCONSISTENCY.

If there is a conflict between this amendment and the Joint Venture Agreement, the terms of this amendment will govern.

5. AGREEMENT CONTINUANCE.

Except as expressly modified and supplemented by this amendment, all other terms in the Joint Venture Agreement remain in full effect and continue to bind the parties.

6. AMENDMENTS.

No amendment to this amendment will be effective unless it is in writing and signed by a party or its authorized representative.

7. COUNTERPARTS; ELECTRONIC SIGNATURES.

• (a) Counterparts. The parties may execute this amendment in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
• (b) Electronic Signatures. This amendment, agreements ancillary to this amendment, and related documents entered into in connection with this amendment are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

8. SEVERABILITY.

If any provision contained in this amendment is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this amendment, but this amendment will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this amendment to be unreasonable.

9. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this amendment will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

10. ENTIRE AGREEMENT.

This amendment, together with the Joint Venture Agreement, constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to its subject matter. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this amendment are expressly merged into and superseded by this amendment. The provisions of this amendment may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this amendment by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this amendment. Except as set forth expressly in this amendment, there are no conditions precedent to this amendment's effectiveness.

11. HEADINGS.

The descriptive headings of the sections and subsections of this amendment are for convenience only, and do not affect this amendment's construction or interpretation.

12. EFFECTIVENESS.

This amendment will become effective when all parties have signed it. The date this amendment is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this amendment.

13. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this amendment contemplates or to evidence or carry out the intent and purposes of this amendment.

[SIGNATURE PAGE FOLLOWS]

Each party is signing this agreement on the date stated opposite that party's signature. 

Date:______________________________	By:____________________________________________________________
	Name:
	Title: Title:

Date:______________________________	By:____________________________________________________________
	Name:
	Title: Title:

[PAGE BREAK HERE]

EXHIBIT A
Attach copy of joint venture agreement