1. NAME:
          HP11A Project -- This is a joint venture entered into by the six members whose names are appended hereto.
        2. PURPOSE:
          To build sailplanes and trailers for the transport of said planes.
        3. LOCATION:
          All work in connection with the building and preparation of the sailplanes in question is to be done in the second floor of the Hickory Hills Animal Hospital, Route 12, Lake Zurich, Illinois, excepting such work as is done by the individual members at their own selected location or that which is done more effectively elsewhere.
        4. LIABILITY:
          All of the members of the HP11A Project whose names are apended hereto hereby agree and consent by their signature hereto, to absolve and release JOHN H WAWIRKA , the owner of said premises described under the prevision termed "Location", from any liability as a result of any injuries which may be incurred by said members during the building or preparation of said sailplanes and trailers. All of the members further agree to absolve and release all other members of the HP11A Project from any liability resulting from any accidents involving the sailplanes and/or trailers made by the HP-11 Project venture.
        5. FACILITIES:
          A. JOHN H WAWIRKA hereby agrees to furnish the premises, described in the provision termed "Location", for the use of the members of the HP11A Project as a work space. In addition, the said JOHN H WAWIRKA hereby agree to furnish adequate heat and electricity for the use of the said premises in the manner hereinbefore described.
          B. All of the members of the HP11A Project hereby agree to pay for insulation to be installed in said premises at the direction of JOHN H WAWIRKA. Said payments shall be assessed equally among said members.
        6. FINANCES:
          The HP11A Project group shall establish a commercial checking account at the State Bank of Zurich, Illinois and the signers on sail account shall be A. Edwin Mahle and John H Wawirka.
          B. The minimum balance in said checking account shall be, at all times, no less then ONE THOUSAND ($1,000) DOLLARS and the members of the Project are subject to demand for moneys to be used for the maintenance of said balance as well as for the conduct of the Project's general business affairs.
          C. Since the value, including costs and time expended, of each sailplane and trailer cannot be determined until the Project is completed, at such time as value is determined, the members shall be required to contribute equally to the project, either in money and/or time, as the relative weight of each is assessed.
          At such time as may be determined as expedient or at such time as the Project may be completed, and all of the sailplanes and trailers are completed, ownership shall be determined by drawing of lots and all members will then execute a bill of sale, or other instrument evidencing title, to each individual member of each sailplane and trailer individually acquired.
        8. EQUIPMENT:
          All equipment which is donated to the HP11A Project by members and/or friends of the Project, shall, at the termination of the Project, be returned in as seasonable good and working condition as possible.
          B. All equipment which is purchased by the HP11A Project Group shall, at the termination of the Project, be offered for sale to the members of the group at its' fair and reasonable market value at said time of sale. In the event any equipment which is thus purchased by the HP-11A Project Group is not sold to a member, then it shall be sold on the open market and the proceeds from either form of sale shall be deposited in the HP11A account at the State Bank of Lake Zurich, Illinois.
        9. LIQUIDATION: At the termination of the HP11A Project by virtue of completion of the sailplanes and trailers, or at such time as a majority of the members decide that the Project should be terminated for any other reason, the moneys on hand shall be distributed as follows:
          A. The debts of the HP11A Project Group shall first be paid.
          B. The members shall be assessed and/or credited, as each members account shall occassion, for the liquidation of the groups business affairs.
          C. Any and all excess in funds, after the member's accounts are equalized and the debts are paid, shall be distributed equally to the members.
        10. ALTERATION OF JOINT VENTURE AGREEMENT: Any and all alterations or changes to be made in this agreement are to be made upon agreement and consent of a majority of the HP11A Project members. Said proposed alterations or changes are to be presented, no less than ten(10) days before they are to be considered by the Project group, to each and every member in writing.

          Dated this 12th day of October, 1964

          Gilbert E Fuller, A Edwin Mahle, Victor Huerlin, Burton Meyer, Robert Hupe John H Wawirka